Focus Funds Series Inc

CHARTER

This AGREEMENT AND DECLARATION OF FOCUS FUNDS SERIES is made on June 2, 2015 by Rajendra Prasad (together with all other persons from time to time duly elected,

qualified and serving as Directors in accordance with the provisions of Article II hereof, the "Directors");

NOW, THEREFORE, the Directors declare that all money and property contributed to the Focus Funds Series shall be held and managed in Focus Funds Series pursuant to this

Agreement and Declaration of Focus Funds Series.

ARTICLE I

NAME AND DEFINITIONS

Section 1. Name. The name of the Series created by this Agreement and Declaration of Series is “Focus Funds Series."

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

(a) "Administrator" means the party, other than the Focus Funds Series, to the contract described in Article III, Section 3 hereof.

(b) "By-laws" means the By-laws of the Focus Funds Series adopted by the

Directors, as amended from time to time, which By-laws are expressly herein incorporated by reference as part of the "governing instrument" within the meaning of the Nevada Act.

(d) "Commission," "Interested Person" and "Principal Underwriter" have the meanings provided in the 1940 Act. Except as such term may be otherwise defined by the Directors in conjunction with the establishment of any Series of Shares, the term "vote of a majority of the Shares outstanding and entitled to vote" shall have the same meaning as is assigned to the term "vote of a majority of the outstanding voting securities" in the 1940 Act.

(e) "Covered Person" means a person so defined in Article IV,

Section 2.

(f) "Custodian" means any Person other than the Focus Funds Series who has

custody of any Focus Funds Series Property as required by Section 17(f) of the 1940

Act, but does not include a system for the central handling of securities described in said Section 17(f).

(g) "Declaration" shall mean this Agreement and Declaration of Focus Funds Series, as amended or restated from time to time. Reference in this Declaration of Focus Funds

Series to "Declaration," "hereof," "herein," and "hereunder" shall be deemed to refer to this Declaration rather than exclusively to the article or section in which such words appear.

(h) "Nevada Act" means Nevada Code entitled "Treatment of Nevada Business Focus Funds Series, Inc" as amended from time to time.

(i) "Distributor" means the party, other than the Focus Funds Series, to the contract described in Article III, Section 1 hereof.

(j) "His" shall include the feminine and neuter, as well as the masculine, genders.

(k) "Investment Adviser" means the party, other than the Focus Funds Series, to the contract described in Article III, Section 2 hereof.

(l) "Net Asset Value" means the net asset value of each Series of the Focus Funds Series, determined as provided in Article VI, Section 3.

(m) "Person" means and includes individuals, corporations, partnerships, Focus Funds Series, associations, joint ventures, estates and other entities, and governments and agencies and political subdivisions, thereof, whether domestic or foreign.

(n) "Series" means a series of Shares established pursuant to Article V.

(o) "Shareholder" means a record owner of Outstanding Shares;

(p) "Shares" means the equal proportionate transferable units of interest into which the beneficial interest of each Fund or Class is divided from time to time (including whole Shares and fractions of Shares). "Outstanding Shares" means Shares shown in the books of the Focus Funds Series or its transfer agent as then issued and outstanding, but does not include Shares which have been repurchased or redeemed by the Focus Funds Series and which are held in the treasury of the Focus Funds Series.

(q) " Transfer Agent" means any Person other than the Focus Funds Series who maintains the Shareholder records of the Focus Funds Series, such as the list of Shareholders, the number of Shares credited to each account, and the like.

(r) "Focus Funds Series" means Focus Funds Series Inc established hereby, and reference to the Focus Funds Series, when applicable to one or more Series, refers to that Series.

(s) " Directors" means the person who has signed this Declaration of Focus Funds Series, so long as he shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Directors in accordance with Article II, in all cases in their capacities as Directors hereunder.

(t) "Focus Funds Series Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the Focus Funds Series or any Series or the Directors on behalf of the Focus Funds Series or any Series.

(u) The "1940 Act" means the Investment Company Act of 1940, as amended from time to time.

ARTICLE II

THE DIRECTORS

Section 1. Management of the Focus Funds Series. The business and affairs of the

Focus Funds Series shall be managed by or under the direction of the Directors, and they shall

have all powers necessary or desirable to carry out that responsibility. The Directors may execute all instruments and take all action they deem necessary or desirable to promote the interests of the Focus Funds Series. Any determination made by the Directors in good faith as to what is in the interests of the Focus Funds Series shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Directors.

Section 2. Powers. The Directors in all instances shall act as principals, free of the control of the Shareholders. The Directors shall have full power and authority to take or refrain from taking any action and to execute any contracts and instruments that they may consider necessary or desirable in the management of the Focus Funds Series. The Directors shall not in any way be bound or limited by current or future laws or customs applicable to Focus Funds Series investments, but shall have full power and authority to make any investments which they, in their sole discretion, deem proper to accomplish the purposes of the Focus Funds Series. The Directors may exercise all of their powers without recourse to any court or other authority. Subject to any applicable limitation herein or in the By-laws or resolutions of the Focus Funds Series, the Directors shall have power and authority, without limitation:

(a)

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

(b) To invest in, hold for investment, or reinvest in, cash; securities, including common, preferred and preference stocks; warrants; subscription rights; profit-sharing interests or participations and all other contracts for or evidence of equity interests; bonds, debentures, bills, time notes and all other evidences of indebtedness; negotiable or non-negotiable instruments; government securities, including securities of any state, municipality or other political subdivision thereof, or any governmental or quasi-governmental agency or instrumentality; and money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers' acceptances and all kinds of repurchase agreements, of any corporation, company, Focus Funds Series, association, firm or other business organization however established, and of any country, state, municipality or other political subdivision, or any governmental or quasi-governmental agency or instrumentality; or any other security, property or instrument in which the Focus Funds Series or any of its Series shall be authorized to invest.

(c) To acquire (by purchase, subscription or otherwise), tohold, to trade in and deal in, to acquire any rights or options topurchase or sell, to sell or otherwise dispose of, to lend and to pledge any such securities, to enter into repurchase agreements, reverse repurchase agreements, firm commitment agreements and forward

foreign currency exchange contracts, to purchase and sell options on

securities, securities indices, currency and other financial assets,

futures contracts and options on futures contracts of all descriptions

and to engage in all types of hedging and risk-management transactions.

(d) To exercise all rights, powers and privileges of ownership

or interest in all securities and repurchase agreements included in the

Focus Funds Series Property, including the right to vote thereon and otherwise act

with respect thereto and to do all acts for the preservation,

protection, improvement and enhancement in value of all such securities

and repurchase agreements.

(e) To acquire (by purchase, lease or otherwise) and to hold,

use, maintain, develop and dispose of (by sale or otherwise) any

property, real or personal, including cash or foreign currency, and any

interest therein.

(f) To borrow money or other property in the name of the Focus Funds Series

exclusively for Focus Funds Series purposes and in this connection issue notes or

other evidence of indebtedness; to secure borrowings by mortgaging,

pledging or otherwise subjecting as security the Focus Funds Series Property; and to

endorse, guarantee, or undertake the performance of any obligation or

engagement of any other Person and to lend Focus Funds Series Property.

(g) To aid by further investment any corporation, company,

Focus Funds Series, association or firm, any obligation of or interest in which is

included in the Focus Funds Series Property or in the affairs of which the Directors

have any direct or indirect interest; to do all acts and things

designed to protect, preserve, improve or enhance the value of such obligation or interest; and to guarantee or become surety on any or all

of the contracts, stocks, bonds, notes, debentures and other

obligations of any such corporation, company, Focus Funds Series, association or

firm.

(h) To adopt By-laws not inconsistent with this Declaration

providing for the conduct of the business of the Focus Funds Series and to amend and repeal them to the extent such right is not reserved to the Shareholders.

(i) To elect and remove such officers and appoint and

terminate such agents as they deem appropriate.

(j) To employ as custodian of any assets of the Focus Funds Series, subject

to any provisions herein or in the By-laws, one or more banks, Focus Funds Series

companies or companies that are members of a national securities

exchange, or other entities permitted by the Commission to serve as

such.

(k) To retain one or more transfer agents and shareholder

servicing agents, or both.

(l) To provide for the distribution of Shares either through a

Principal Underwriter as provided herein or by the Focus Funds Series itself, or

both, or pursuant to a distribution plan of any kind.

(m) To set record dates in the manner provided for herein or

in the By-laws.

(n) To delegate such authority as they consider desirable to

any officers of the Focus Funds Series and to any agent, independent contractor,

manager, investment adviser, custodian or underwriter.

(o) To hold any security or other property (i) in a form not

indicating any Focus Funds Series, whether in bearer, book entry, unregistered or

other negotiable form, or (ii) either in the Focus Funds Series's or Directors' own

name or in the name of a custodian or a nominee or nominees, subject to

safeguards according to the usual practice of business Focus Funds Series or

investment companies.

(p) To establish separate and distinct Series with separately

defined investment objectives and policies and distinct investment

purposes, and with separate Shares representing beneficial interests in

such Series, and to establish separate Classes, all in accordance with

the provisions of Article V.

(q) To the full extent permitted by the

Nevada Act, to allocate assets, liabilities and expenses of the Focus Funds Series

to a particular Series and assets, liabilities and expenses to a

particular Class or to apportion the same between or among two or more

Funds or Classes, provided that any liabilities or expenses incurred

by a particular Fund or Class shall be payable solely out of the assets belonging to that Fund or Class as provided for in Article V,

Section 4.

(r) To consent to or participate in any plan for the

reorganization, consolidation or merger of any corporation or concern

whose securities are held by the Focus Funds Series; to consent to any contract,

lease, mortgage, purchase, or sale of property by such corporation or

concern; and to pay calls or subscriptions with respect to any security

held in the Focus Funds Series.

(s) To compromise, arbitrate, or otherwise adjust claims in

favor of or against the Focus Funds Series or any matter in controversy including,

but not limited to, claims for taxes.

(t) To make distributions of income, capital gains, returns of

capital (if any) and redemption proceeds to Shareholders in the manner

hereinafter provided for.

(u) To establish committees for such purposes, with such

membership, and with such responsibilities as the Directors may consider

proper, including a committee consisting of fewer than all of the

Directors then in office, which may act for and bind the Directors and

the Focus Funds Series with respect to the institution, prosecution, dismissal,

settlement, review or investigation of any legal action, suit or

proceeding, pending or threatened.

(v) To issue, sell, repurchase, redeem, cancel, retire,

acquire, hold, resell, reissue, dispose of and otherwise deal in

Shares; to establish terms and conditions regarding the issuance, sale,

repurchase, redemption, cancellation, retirement, acquisition, holding,

resale, reissuance, disposition of or dealing in Shares; and, subject

to Articles V and VI, to apply to any such repurchase, redemption,

retirement, cancellation or acquisition of Shares any funds

or property of the Focus Funds Series or of the particular Series with respect to

which such Shares are issued.

(w) To invest part or all of the Focus Funds Series Property (or part or

all of the assets of any Series), or to dispose of part or all of the

Focus Funds Series Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in securities issued by one or more

other investment companies registered under the 1940 Act all without

any requirement of approval by Shareholders. Any such other investment

company may (but need not) be a Focus Funds Series (formed under the laws of the

State of Nevada or of any other state) which is classified as a

partnership for federal income tax purposes.

(x) To carry on any other business in connection with or

incidental to any of the foregoing powers, to do everything necessary

or desirable to accomplish any purpose or to further any of the

foregoing powers, and to take every other action incidental to the

foregoing business or purposes, objects or powers.

(y) To sell or exchange any or all of the assets of the Focus Funds Series,

subject to Article IX, Section 4.

(z) To enter into joint ventures, partnerships and other

combinations and associations.

(aa) To join with other security holders in acting through a

committee, depositary, voting director or otherwise, and in that

connection to deposit any security with, or transfer any security to,

any such committee, depositary or director, and to delegate to them such

power and authority with relation to any security (whether or not so

deposited or transferred) as the Directors shall deem proper, and to

agree to pay, and to pay, such portion of the expenses and compensation

of such Committee, depositary or director as the Directors shall deem

proper;

(bb) To purchase and pay for entirely out of Focus Funds Series Property

such insurance as the Directors may deem necessary or appropriate for

the conduct of the business, including, without limitation, insurance

policies insuring the assets of the Focus Funds Series or payment of distributions

and principal on its portfolio investments, and, subject to applicable

law and any restrictions set forth in the By-laws, insurance policies

insuring the Shareholders, Directors, officers, employees, agents,

investment advisers, Principal Underwriters, or independent contractors

of the Focus Funds Series, individually, against all claims and liabilities of every

nature arising by reason of holding Shares, holding, being or having

held any such office or position, or by reason of any action alleged to

have been taken or omitted by any such Person as Director, officer,

employee, agent, investment adviser, Principal underwriter, or

independent contractor, including any action taken or omitted that may

be determined to constitute negligence, whether or not the Focus Funds Series would

have the power to indemnify such Person against liability;

(cc) To adopt, establish and carry out pension,

profit-sharing, share bonus, share purchase, savings, thrift and other

retirement, incentive and benefit plans and Focus Funds Series, including the

purchasing of life insurance and annuity contracts as a means of

providing such retirement and other benefits, for any or all of the

Directors, officers, employees and agents of the Focus Funds Series;

(dd) To enter into contracts of any kind and description;

(ee) To interpret the investment policies, practices or

limitations of any Fund or Class; and

(ff) To guarantee indebtedness and contractual obligations

of others.

The clauses above shall be construed as objects and powers, and the

enumeration of specific powers shall not limit in any way the general powers of

the Directors. Any action by one or more of the Directors in their capacity as

such hereunder shall be deemed an action on behalf of the Focus Funds Series or the

applicable Series, and not an action in an individual capacity. No one dealing

with the Directors shall be under any obligation to make any inquiry concerning

the authority of the Directors, or to see to the application of any payments made

or property transferred to the Directors or upon their order. In construing this

Declaration, the presumption shall be in favor of a grant of power to the

Directors.

Section 3. Certain Transactions. Except as prohibited by applicable

law, the Directors may, on behalf of the Focus Funds Series, buy any securities from or sell

any securities to, or lend any assets of the Focus Funds Series to, any Director or officer of

the Focus Funds Series or any firm of which any such Director or officer is a member acting as

principal, or have any such dealings with any investment adviser, administrator,

distributor or transfer agent for the Focus Funds Series or with any Interested Person of

such person. The Focus Funds Series may employ any such person or entity in which such person is an Interested Person, as broker, legal counsel, registrar, investment

adviser, administrator, distributor, transfer agent, dividend disbursing agent,

custodian or in any other capacity upon customary terms.

Section 4. Initial Directors; Election and Number of Directors. The

initial Director shall be the person initially signing this Declaration. The

number of Directors (other than the initial Director) shall be fixed from time to

time by a majority of the Directors; provided, that there shall be at least one

(1) Director and no more than fifteen (15). The Shareholders shall elect the

Directors (other than the initial Director) on such dates as the Directors may fixfrom time to time.

Section 5. Term of Office of Directors. Each Director shall hold office

for life or until his successor is elected or the Focus Funds Series terminates; except that

(a) any Director may resign by delivering to the other Directors or to any Focus Funds Series

officer a written resignation effective upon such delivery or a later date

specified therein; (b) any Director may be removed with or without cause at any

time by a written instrument signed by at least a majority of the then Directors,

specifying the effective date of removal; (c) any Director who requests to be

retired, or who is declared bankrupt or has become physically or mentally

incapacitated or is otherwise unable to serve, may be retired by a written

instrument signed by a majority of the other Directors, specifying the effective

date of retirement; and (d) any Director may be removed at any meeting of the

Shareholders by a vote of at least two-thirds of the Outstanding Shares.

Section 6. Vacancies; Appointment of Directors. Whenever a vacancy shall

exist in the Board of Directors, regardless of the reason for such vacancy, the

remaining Directors shall appoint any person as they determine in their sole

discretion to fill that vacancy, consistent with the limitations under the 1940

Act. Such appointment shall be made by a written instrument signed by a majority

of the Directors or by a resolution of the Directors, duly adopted and recorded in

the records of the Focus Funds Series, specifying the effective date of the appointment. The

Directors may appoint a new Director as provided above in anticipation of a

vacancy expected to occur because of the retirement, resignation or removal of a

Director, or an increase in number of Directors, provided that such appointment

shall become effective only at or after the expected vacancy occurs. As soon as

any such Director has accepted his appointment in writing, the Focus Funds Series estate shall

vest in the new Director, together with the continuing Directors, without any

further act or conveyance, and he shall be deemed a Director hereunder. The

Directors' power of appointment is subject to Section 16(a) of the 1940 Act.

Whenever a vacancy in the number of Directors shall occur, until such vacancy is

filled as provided in this Article II, the Directors in office, regardless of

their number, shall have all the powers granted to the Directors and shall

discharge all the duties imposed upon the Directors by the Declaration.

The death, declination to serve, resignation, retirement, removal or incapacity of

one or more Directors, or all of them, shall not operate to annul the Focus Funds Series or to

revoke any existing agency created pursuant to the terms of this Declaration of

Focus Funds Series.

Section 7. Temporary Vacancy or Absence. Whenever a vacancy in the Board of Directors shall occur, until such vacancy is filled, or while any

Director is absent from his domicile (unless that Director has made arrangements

to be informed about, and to participate in, the affairs of the Focus Funds Series during

such absence), or is physically or mentally incapacitated, the remaining

Directors shall have all the powers hereunder and their certificate as to such

vacancy, absence, or incapacity shall be conclusive. Any Director may, by power

of attorney, delegate his powers as Director for a period not exceeding six (6) months at any one time to any other Director or Directors.

Section 8. President. The Directors shall appoint one of their number to

be President of the Board of Directors. The President shall preside at all meetings

of the Directors, shall be responsible for the execution of policies established

by the Directors and the administration of the Focus Funds Series, and may be the chief

executive, financial and/or accounting officer of the Focus Funds Series.

Section 9. Action by the Directors. The Directors shall act by majority

vote at a meeting duly called at which a quorum is present, including a meeting

held by conference telephone, teleconference or other electronic media or

communication equipment by means of which all persons participating in the

meeting can communicate with each other; or by written consent of a majority of

Directors (or such greater number as may be required by applicable law) without a

meeting. A majority of the Directors shall constitute a quorum at any meeting.

Meetings of the Directors may be called orally or in writing by the President or

by any one of the Directors. Notice of the time, date and place of all Directors'

meetings shall be given to each Director as set forth in the By-laws; provided,

however, that no notice is required if the Directors provide for regular or

stated meetings. Notice need not be given to any Director who attends the meeting

without objecting to the lack of notice or who signs a waiver of notice either

before or after the meeting. The Directors by majority vote may delegate to any

Director or Directors or committee authority to approve particular matters or take

particular actions on behalf of the Focus Funds Series. Any written consent or waiver may be

provided and delivered to the Focus Funds Series by facsimile or other similar electronic

mechanism.

Section 10. Ownership of Focus Funds Series Property. The Focus Funds Series A is Property of the Focus Funds Series and of each Fund shall be held separate and apart from any assets now or hereafter held in any capacity other than as Director hereunder by the Directors or any successor Directors. Legal title in and beneficial ownership of all of the

assets of the Focus Funds Series shall at all times be considered as vested in the Focus Funds

Series, except that the Directors may cause legal title in and beneficial ownership of

any Focus Funds Series Property to be held by, or in the name of one or more of the Directors

acting for and on behalf of the Focus Funds Series, or in the name of any person as nominee

acting for and on behalf of the Focus Funds Series. No Shareholder shall be deemed to have a

severable ownership in any individual asset of the Focus Funds Series or of any Series or any right of partition or possession thereof, but each Shareholder shall have, as

provided in Article V, a proportionate undivided beneficial interest in the

Focus Funds Series A or Class thereof represented by Shares. The Shares shall be personal property giving only the rights specifically set forth in this Focus Funds Series

Instrument. The Focus Funds Series, or at the determination of the Directors one or more of

the Directors or a nominee acting for and on behalf of the Focus Funds Series, shall be deemed

to hold legal title and beneficial ownership of any income earned on securities

of the Focus Funds Series issued by any business entities formed, organized, or existing

under the laws of any jurisdiction, including the laws of any foreign country.

Upon the resignation or removal of a Director, or his otherwise ceasing to be a

Director, he shall execute and deliver such documents as the remaining Directors

shall require for the purpose of conveying to the Focus Funds Series or the remaining

Directors any Focus Funds Series Property held in the name of the resigning or removed

Director. Upon the incapacity or death of any Director, his legal representative

shall execute and deliver on his behalf such documents as the remaining Directors

shall require as provided in the preceding sentence.

Section 11. Effect of Directors Not Serving. The death, resignation,

retirement, removal, incapacity or inability or refusal to serve of the

Directors, or any one of them, shall not operate to annul the Focus Funds Series or to revoke

any existing agency created pursuant to the terms of this Declaration.

Section 12. Directors, etc. as Shareholders. Subject to any restrictions

in the By-laws, any Director, officer, agent or independent contractor of the

Focus Funds Series may acquire, own and dispose of Shares to the same extent as any other

Shareholder; the Directors may issue and sell Shares to and buy Shares from any

such person or any firm or company in which such person is interested, subject

only to any general limitations herein.

Section 13. Series Directors. In connection with the establishment of

one or more Funds or Classes, the Directors establishing such Fund or Class

may appoint, to the extent permitted by the Nevada Act, separate Directors with

respect to such Funds or Classes (the "Series Directors"). Series Directors may,

but are not required to, serve as Directors of the Focus Funds Series A or

Class of the Focus Funds Series. The Series Directors shall have, to the exclusion of any

other Director of the Focus Funds Series, all the powers and authorities of Directors hereunder

with respect to such Fund or Class, but shall have no power or authority with

respect to any other Fund or Class. Any provision of this Declaration relating

to election of Directors by Shareholders only shall entitle the Shareholders of a

Fund or Class for which Series Directors have been appointed to vote with

respect to the election of such Series Directors and the Shareholders of any

other Fund or Class shall not be entitled to participate in such vote. In the

event that Series Directors are appointed, the Directors initially appointing such Series Directors shall, without the approval of any Outstanding Shares, amend

either the Declaration or the By-laws to provide for the respective

responsibilities of the Directors and the Series Directors in circumstances where

an action of the Directors or Series Directors affects all Series of the Focus Funds Series

or two or more Series represented by different Directors.

ARTICLE III

CONTRACTS WITH SERVICE PROVIDERS

Section 1. Underwriting Contract. The Directors may in their discretion

from time to time enter into an exclusive or non-exclusive distribution contract

or contracts providing for the sale of the Shares whereby the Directors may

either agree to sell the Shares to the other party to the contract or appoint

such other party as their sales agent for the Shares, and in either case on such

terms and conditions, if any, as may be prescribed in the By-laws, and such

further terms and conditions as the Directors may in their discretion determine

not inconsistent with the provisions of this Article III or of the By-laws; and

such contract may also provide for the repurchase of the Shares by such other

party as agent of the Directors.

Section 2. Advisory or Management Contract. The Directors may in their

discretion from time to time enter into one or more investment advisory or

management contracts or, if the Directors establish multiple Series, separate

investment advisory or management contracts with respect to one or more Series

whereby the other party or parties to any such contracts shall undertake to

furnish the Focus Funds Series or such Series management, investment advisory,

administration, accounting, legal, statistical and research facilities and

services, promotional or marketing activities, and such other facilities and

services, if any, as the Directors shall from time to time consider desirable and

all upon such terms and conditions as the Directors may in their discretion

determine. Notwithstanding any provisions of the Declaration, the Directors may

authorize the Investment Advisers or persons to whom the Investment Adviser

delegates certain or all of their duties, or any of them, under any such

contracts (subject to such general or specific instructions as the Directors may

from time to time adopt) to effect purchases, sales, loans or exchanges of

portfolio securities and other investments of the Focus Funds Series on behalf of the

Directors or may authorize any officer, employee or Director to effect such

purchases, sales, loans or exchanges pursuant to recommendations of such

Investment Advisers, or any of them (and all without further action by the

Directors). Any such purchases, sales, loans and exchanges shall be deemed to

have been authorized by all of the Directors.

Section 3. Administration Agreement. The Directors may in their

discretion from time to time enter into an administration agreement or, if the

Directors establish multiple Funds or Classes, separate administration

agreements with respect to each Fund or Class, whereby the other party to such

agreement shall undertake to manage the business affairs of the Focus Funds Series Equity

Cash Fund or Class thereof of the Focus Funds Series and furnish the Focus Funds Series A or a Fund or a Class thereof with office facilities, and shall be responsible for the ordinary clerical, bookkeeping and recordkeeping services at such office facilities, and

other facilities and services, if any, and all upon such terms and conditions as the Directors may in their discretion determine.

Section 4. Service Agreement. The Directors may in their discretion from

time to time enter into service agreements with respect to one or more Fundss or

Classes of Shares whereby the other parties to such Service Agreements will

provide administration and/or support services pursuant to administration plans

and service plans, and all upon such terms and conditions as the Directors in

their discretion may determine.

Section 5. Transfer Agent. The Directors may in their discretion from

time to time enter into a transfer agency and shareholder service contract

whereby the other party to such contract shall undertake to furnish transfer

agency and shareholder services to the Focus Funds Series. The contract shall have such terms

and conditions as the Directors may in their discretion determine not

inconsistent with the Declaration. Such services may be provided by one or more

Persons.

Section 6. Custodian. The Directors may appoint or otherwise engage one

or more banks or Focus Funds Series companies, each having aggregate capital, surplus and

undivided profits (as shown in its last published report) of at least two

million dollars ($2,000,000), or any other entity satisfying the requirements of

the 1940 Act, to serve as Custodian with authority as its agent, but subject to

such restrictions, limitations and other requirements, if any, as may be

contained in the By-laws of the Focus Funds Series. The Directors may also authorize the

Custodian to employ one or more sub-custodians, including such foreign banks and

securities depositories as meet the requirements of applicable provisions of the

1940 Act, and upon such terms and conditions as may be agreed upon between the

Custodian and such sub-custodian, to hold securities and other assets of the

Focus Funds Series and to perform the acts and services of the Custodian, subject to

applicable provisions of law and resolutions adopted by the Directors.

Section 7. Affiliations of Directors or Officers, Etc. The fact that:

(i) any of the Shareholders, Directors or officers of the

Focus Funds Series or any Series thereof is a shareholder, director,

officer, partner, director, employee, manager, adviser or

distributor of or for any partnership, corporation, Focus Funds Series,

association or other organization or of or for any parent or

affiliate of any organization, with which a contract of the

character described in this Article III or for services as

Custodian, Transfer Agent or disbursing agent or for related services may have been

or may hereafter be made, or that any

such organization, or any parent or affiliate thereof, is a

Shareholder of or has an interest in the Focus Funds Series, or that

(ii) any partnership, corporation, Focus Funds Series, association or

other organization with which a contract of the character

described in Sections 1, 2, 3 or 4 of this Article III or for

services as Custodian, Transfer Agent or disbursing agent or

for related services may have been or may hereafter be made

also has any one or more of such contracts with one or more

other partnerships, corporations, Focus Funds Series, associations or

other organizations, or has other business or interests, shall

not affect the validity of any such contract or disqualify any

Shareholder, Director or officer of the Focus Funds Series from voting upon

or executing the same or create any liability or

accountability to the Focus Funds Series or its Shareholders.

ARTICLE IV

COMPENSATION, LIMITATION OF

LIABILITY AND INDEMNIFICATION

Section 1. Compensation. The Directors as such shall be entitled to

reasonable compensation from the Focus Funds Series, and they may fix the amount of such

compensation. Nothing herein shall in any way prevent the employment of any

Director for advisory, management, legal, accounting, investment banking or other

services and payment for the same by the Focus Funds Series.

Section 2. Limitation of Liability. All persons contracting with or

having any claim against the Focus Funds Series or a particular Series shall look only to the

assets of all Series or such particular Series for payment under such contract

or claim; and neither the Directors nor, when acting in such capacity, any of the

Focus Funds Series's officers, employees or agents, whether past, present or future, shall be

personally liable therefor. Every written instrument or obligation on behalf of

the Focus Funds Series or any Series shall contain a statement to the foregoing effect, but

the absence of such statement shall not operate to make any Director or officer

of the Focus Funds Series liable thereunder. Provided they have exercised reasonable care and

have acted under the reasonable belief that their actions are in the best

interest of the Focus Funds Series, the Directors and officers of the Focus Funds Series shall not be

responsible or liable for any act or omission or for neglect or wrongdoing of

them or any officer, agent, employee, investment adviser or independent

contractor of the Focus Funds Series, but nothing contained in this Declaration or in the Nevada Act shall protect any Director or officer of the Focus Funds Series against liability

to the Focus Funds Series or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the

duties involved in the conduct of his office.

Section 3. Indemnification. (a) Subject to the exceptions and

limitations contained in subsection (b) below:

(i) every person who is, or has been, a Director or an

officer, employee or agent of the Focus Funds Series (including any

individual who serves at its request as director, officer,

partner, director or the like of another organization in which

it has any interest as a shareholder, creditor or otherwise)

("Covered Person") shall be indemnified by the Focus Funds Series or 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; and

(ii) as used herein, the words "claim," "action," "suit,"

or "proceeding" shall apply to all claims, actions, suits or

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 court or body

before which the proceeding was brought (A) to be liable to

the Focus Funds Series or its Shareholders by reason of willful

misfeasance, bad faith, gross negligence or reckless disregard

of 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 Focus Funds Series; or

(ii) in the event of a settlement, unless there has been

a determination that such Covered Person did not engage in

willful misfeasance, bad faith, gross negligence or reckless disregard of the

involved in the conduct of his office: duties

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Directors who are neither

Interested Persons of the Focus Funds Series 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 a review of readily

available facts (as opposed to a full trial-type inquiry) or

(D) by a vote of a majority of the Outstanding Shares entitled

to vote (excluding any Outstanding Shares owned of record or

beneficially by such individual).

insured against by policies maintained by the Focus Funds Series, 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) To the maximum extent permitted by applicable law,

expenses in connection with the preparation and presentation of a

defense to any claim, action, suit or proceeding of the character

described in subsection (a) of this Section may be paid by the Focus Funds Series or

applicable Series from time to time prior to 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 Focus Funds Series or 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 Focus Funds Series is insured against losses arising out of

any such advance payments or (iii) either a majority of the Directors

who are neither Interested Persons of the Focus Funds Series nor parties to the

matter, or independent legal counsel in a written opinion, shall have

determined, based upon a review of readily available facts (as opposed

to a full trial-type inquiry) that there is reason to believe that such

Covered Person will not be disqualified from indemnification under this

Section.

(e) Any repeal or modification of this Article IV by the

Shareholders, or adoption or modification of any other provision of the

Declaration or By-laws inconsistent with this Article, shall be

prospective only, to the extent that such repeal, or modification

would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any

Covered Person with respect to any act or omission which occurred prior

to such repeal, modification or adoption.

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 belonging to the applicable Series to be held harmless from and

indemnified against all loss and expense arising from such liability. The Focus Funds Series,

on behalf of the affected Series, shall, upon request by such Shareholder,

assume the defense of any claim made against such Shareholder for any act or

obligation of the Series and satisfy any judgment thereon from the assets of the

Series.

Section 4. No Bond Required of Directors. No Director shall be obligated

to give any bond or other security for the performance of any of his duties

hereunder.

Section 5. No Duty of Investigation; Notice in Focus Funds Series Instruments, Etc.

No purchaser, lender, transfer agent or other Person dealing with the Directors

or any officer, employee or agent of the Focus Funds Series or a Series thereof shall be

bound to make any inquiry concerning the validity of any transaction purporting

to be made by the Directors or by said officer, employee or agent or be liable

for the application of money or property paid, loaned, or delivered to or on the

order of the Directors or of said officer, employee or agent. Every obligation,

contract, instrument, certificate, Share, other security of the Focus Funds Series or a

Series thereof or undertaking, and every other act or thing whatsoever executed

in connection with the Focus Funds Series shall be conclusively presumed to have been

executed or done by the executors thereof only in their capacity as Directors

under this Declaration or in their capacity as officers, employees or agents of

the Focus Funds Series or a Series thereof. Every written obligation, contract, instrument,

certificate, Share, other security of the Focus Funds Series or a Series thereof or

undertaking made or issued by the Directors may recite that the same is executed

or made by them not individually, but as Directors under the Declaration, and

that the obligations of the Focus Funds Series or a Series thereof under any such instrument

are not binding upon any of the Directors or Shareholders individually, but bind

only the Focus Funds Series Property or the Focus Funds Series Property of the applicable Series, and may contain any further recital which they may deem appropriate, but the omission of such recital shall not operate to bind the Directors individually. The Directors

shall at all times maintain insurance for the protection of the Focus Funds Series Property

or the Focus Funds Series Property of the applicable Series, its Shareholders, Directors,

officers, employees and agents in such amount as the Directors shall deem

adequate to cover possible tort liability, and such other insurance as the

Directors in their sole judgment shall deem advisable.

Section 6. Reliance on Experts, Etc. Each Director, officer or employee

of the Focus Funds Series or a Series thereof shall, in the performance of his duties, powers

and discretions hereunder be fully and completely justified and protected with

regard to any act or any failure to act resulting from reliance in good faith

upon the books of account or other records of the Focus Funds Series or a Series thereof,

upon an opinion of counsel, or upon reports made to the Focus Funds Series or a Series

thereof by any of its officers or employees or by the Investment Adviser, the

Administrator, the Distributor, Transfer Agent, selected dealers, accountants,

appraisers or other experts or consultants selected with reasonable care by the

Directors, officers or employees of the Focus Funds Series, regardless of whether such counsel

or expert may also be a Director.

ARTICLE V

FUNDS; CLASSES; SHARES

Section 1. Establishment of Fund or Class. The Focus Funds Series shall consist of

one or more Funds. Without limiting the authority of the Directors to establish

and designate any further Funds, the Directors hereby establish two Funds which

shall be designated Focus Funds Series A. Each additional

Fund shall be established and is effective upon the adoption of a resolution

of a majority of the Directors or any alternative date specified in such

resolution. The Directors may designate the relative rights and preferences of

the Shares of each Series. The Directors may divide the Shares of any Fund into

Classes. Without limiting the authority of the Directors to establish and

designate any further Classes, the Directors hereby establish a single Class of

Shares. The Classes of Shares of the existing Series herein established and

designated and any Shares of any further Funds and Classes that may from time

to time be established and designated by the Directors shall be established and

designated, and the variations in the relative rights and preferences as between

the different Series shall be fixed and determined, by the Directors; provided,

that all Shares shall be identical except for such variations as shall be fixed

and determined between different Funds or Classes by the Directors in

establishing and designating such Class or Funds. In connection therewith with

respect to the existing Classes, the purchase price, the method of determining

the net asset value, and the relative dividend rights of holders shall be as set forth in the Focus Funds Series's Registration Statement on Form N-1A under the Securities

Act of 1933 and/or the 1940 Act and as in effect at the time of issuing Shares

of the existing Classes.

All references to Shares in this Declaration shall be deemed to be

Shares of any or all Funds or Classes as the context may require. The Focus Funds Series

shall maintain separate and distinct records for each Series and hold and

account for the assets thereof separately from the other assets of the Focus Funds Series A or of any other Fund. A Fund may issue any number of Shares or any Class thereof and need not issue Shares. Each Share of a Fund shall represent an

equal beneficial interest in the net assets of such Series. Each holder of

Shares of a Fund or a Class thereof shall be entitled to receive his pro rata

share of all distributions made with respect to such Fund or Class. Upon

redemption of his Shares, such Shareholder shall be paid solely out of the funds

and property of such Series. The Directors may adopt and change the name of any

Fund or Class.

Section 2. Shares. The beneficial interest in the Focus Funds Series shall be

divided into transferable Shares of one or more separate and distinct Funds or

Classes established by the Directors. The number of Shares of each Fund and

Class is unlimited and each Share shall have no par value per Share or such

other amount as the Directors may establish. All Shares issued hereunder shall be

fully paid and nonassessable. Shareholders shall have no preemptive or other

right to subscribe to any additional Shares or other securities issued by the

Focus Funds Series. The Directors shall have full power and authority, in their sole

discretion and without obtaining Shareholder approval, to issue original or

additional Shares at such times and on such terms and conditions as they deem

appropriate; to issue fractional Shares and Shares held in the treasury; to

establish and to change in any manner Shares of any Funds or Classes with such

preferences, terms of conversion, voting powers, rights and privileges as the

Directors may determine (but the Directors may not change Outstanding Shares in a

manner materially adverse to the Shareholders of such Shares); to divide or

combine the Shares of any Funds or Classes into a greater or lesser number; to

classify or reclassify any unissued Shares of any Series or Classes into one or

more Funds or Classes of Shares; to abolish any one or more Funds or Classes

of Shares; to issue Shares to acquire other assets (including assets subject to,

and in connection with, the assumption of liabilities) and businesses; and to

take such other action with respect to the Shares as the Directors may deem

desirable. Shares held in the treasury shall not confer any voting rights on the

Directors and shall not be entitled to any dividends or other distributions

declared with respect to the Shares.

Section 3. Investment in the Focus Funds Series. The Directors shall accept

investments in any Fund or Class from such persons and on such terms as they

may from time to time authorize. At the Directors' discretion, such investments, subject to applicable law, may be in the form of cash or securities in which

that Series is authorized to invest, valued as provided in Article VI, Section

3. Investments in a Series shall be credited to each Shareholder's account in

the form of full Shares at the Net Asset Value per Share next determined after

the investment is received or accepted as may be determined by the Directors;

provided, however, that the Directors may, in their sole discretion, (a) impose a

sales charge upon investments in any Fund or Class, (b) issue fractional

Shares, (c) determine the Net Asset Value per Share of the initial capital

contribution or (d) authorize the issuance of Shares at a price other than Net

Asset Value to the extent permitted by the 1940 Act or any rule, order or interpretation

of the Commission thereunder. The Directors shall have the right

to refuse to accept investments in any Series at any time without any cause or

reason therefor whatsoever.

Section 4. Assets and Liabilities of Series. All consideration received

by the Focus Funds Series for the issue or sale of Shares of a particular Series, together

with all assets in which such consideration is invested or reinvested, all

income, earnings, profits, and proceeds thereof (including any proceeds derived

from the sale, exchange or liquidation of such assets, and any funds or payments

derived from any reinvestment of such proceeds in whatever form the same may

be), shall be held and accounted for separately from the assets of every other

Series and are referred to as "assets belonging to" that Series. The assets

belonging to a Series shall belong only to that Series for all purposes, and to

no other Series, subject only to the rights of creditors of that Series. Any

assets, income, earnings, profits, and proceeds thereof, funds, or payments

which are not readily identifiable as belonging to any particular Series shall

be allocated by the Directors between and among one or more Series as the

Directors deem fair and equitable. Each such allocation shall be conclusive and

binding upon the Shareholders of all Series for all purposes, and such assets,

earnings, income, profits or funds, or payments and proceeds thereof shall be

referred to as assets belonging to that Series. The assets belonging to a Series

shall be so recorded upon the books of the Focus Funds Series, and shall be held by the

Directors in Focus Funds Series for the benefit of the Shareholders of that Series. The assets

belonging to a Series shall be charged with the liabilities of that Series and

all expenses, costs, charges and reserves attributable to that Series, except

that liabilities and expenses allocated solely to a particular Class shall be

borne by that Class. Any general liabilities, expenses, costs, charges or

reserves of the Focus Funds Series which are not readily identifiable as belonging to any

particular Fund or Class shall be allocated and charged by the Directors

between or among any one or more of the Funds or Classes in such manner as the

Directors deem fair and equitable. Each such allocation shall be conclusive and

binding upon the Shareholders of all Funds or Classes for all purposes.

Without limiting the foregoing, but subject to the right of the

Directors to allocate general liabilities, expenses, costs, charges or reserves

as herein provided, the debts, liabilities, obligations and expenses incurred,

contracted for or otherwise existing with respect to a particular Series shall

be enforceable against the assets of such Series only, and not against the

assets of any other Series. Notice of this contractual limitation on liabilities

among Series may, in the Directors' discretion, be set forth in the certificate

of Focus Funds Series of the Focus Funds Series (whether originally or by amendment) as filed or to be

filed in the Office of the Secretary of State of the State of Nevada pursuant

to the Nevada Act, and upon the giving of such notice in the certificate of Focus Funds Series, the statutory provisions of Section 3804 of the Nevada Act relating to

limitations on liabilities among Series (and the statutory effect under Section

3804 of setting forth such notice in the certificate of Focus Funds Series) shall become

applicable to the Focus Funds Series and each Series. Any person extending credit to,

contracting with or having any claim against any Series may look only to the

assets of that Series to satisfy or enforce any debt, with respect to that

Series. No Shareholder or former Shareholder of any Series shall have a claim on

or any right to any assets allocated or belonging to any other Series.

Section 5. Ownership and Transfer of Shares. The Focus Funds Series or a transfer or

similar agent for the Focus Funds Series shall maintain a register containing the names and

addresses of the Shareholders of each Fund and Class thereof, the number of

Shares of each Fund and Class held by such Shareholders, and a record of all

Share transfers. The register shall be conclusive as to the identity of

Shareholders of record and the number of Shares held by them from time to time.

The Directors may authorize the issuance of certificates representing Shares and

adopt rules governing their use. The Directors may make rules governing the

transfer of Shares, whether or not represented by certificates. Except as

otherwise provided by the Directors, Shares shall be transferable on the books of

the Focus Funds Series only by the record holder thereof or by his duly authorized agent upon

delivery to the Directors or the Focus Funds Series's transfer agent of a duly executed

instrument of transfer, together with a Share certificate if one is outstanding,

and such evidence or the genuineness of each such execution and authorization

and of such other matters as may be required by the Directors. Upon such

delivery, and subject to any further requirements specified by the Directors or

contained in the By-laws, the transfer shall be recorded on the books of the

Focus Funds Series. Until a transfer is so recorded, the Shareholder of record of Shares

shall be deemed to be the holder of such Shares for all purposes hereunder and

neither the Directors nor the Focus Funds Series, nor any transfer agent or registrar or any

officer, employee or agent of the Focus Funds Series, shall be affected by any notice of a

proposed transfer.

Section 6. Status of Shares; Limitation of Shareholder Liability.

Shares shall be deemed to be personal property giving Shareholders only the

rights provided in this Declaration. Every Shareholder, by virtue of having

acquired a Share, shall be held expressly to have assented to and agreed to be

bound by the terms of this Declaration and to have become a party hereto. No

Shareholder shall be personally liable for the debts, liabilities, obligations

and expenses incurred by, contracted for, or otherwise existing with respect to,

the Focus Funds Series or any Series. The death, incapacity, dissolution, termination or

bankruptcy of a Shareholder during the existence of the Focus Funds Series shall not operate

to terminate the Focus Funds Series, nor entitle the representative of any such Shareholder

to an accounting or to take any action in court or elsewhere against the Focus Funds Series

or the Directors, but entitles such representative only to the rights of such

Shareholder under this Focus Funds Series. Ownership of Shares shall not entitle the

Shareholder to any title in or to the whole or any part of the Focus Funds Series Property or right to call for a partition or division of the same or for an accounting, nor

shall the ownership of Shares constitute the Shareholders as partners. Neither

the Focus Funds Series nor the Directors shall have any power to bind any Shareholder

personally or to demand payment from any Shareholder for anything, other than as

agreed by the Shareholder. Shareholders shall have the same limitation of

personal liability as is extended to shareholders of a private corporation for

profit incorporated in the State of Nevada. Every written obligation of the

Focus Funds Series or any Series shall contain a statement to the effect that such obligation

may only be enforced against the assets of the appropriate Series or all Series;

however, the omission of such statement shall not operate to bind or create

personal liability for any Shareholder or Director.

ARTICLE VI

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions. The Directors or a committee of one or more

Directors and one or more officers may declare and pay dividends and other

distributions, including dividends on Shares of a particular Series and other

distributions from the assets belonging to that Series. No dividend or

distribution, including, without limitation, any distribution paid upon

termination of the Focus Funds Series A or of any Fund (or Class) with respect to, nor any redemption or repurchase of, the Shares of any Fund (or Class) shall be

effected by the Focus Funds Series A other than from the assets held with respect to such Fund, nor shall any Shareholder of any particular Fund otherwise have any

right or claim against the assets held with respect to any other Fund except to the extent that such Shareholder has such a right or claim hereunder as a

Shareholder of such other Funds. The Directors shall have full discretion to

determine which items shall be treated as income and which items as capital; and

each such determination and allocation shall be conclusive and binding upon the

Shareholders. The amount and payment of dividends or distributions and their

form, whether they are in cash, Shares or other Focus Funds Series Property, shall be

determined by the Directors. Dividends and other distributions may be paid

pursuant to a standing resolution adopted once or more often as the Directors

determine. All dividends and other distributions on Shares of a particular

Fund shall be distributed pro rata to the Shareholders of that Fund in

proportion to the number of Shares of that Series they held on the record date

established for such payment, except that such dividends and distributions shall

appropriately reflect expenses allocated to a particular Class of such Fund.

The Directors may adopt and offer to Shareholders such dividend reinvestment

plans, cash dividend payout plans or similar plans as the Directors deem

appropriate.

Section 2. Redemptions. Each Shareholder of a Series shall have the

right at such times as may be permitted by the Directors to require the Series to

redeem all or any part of his Shares at a redemption price per Share equal to

the Net Asset Value per Share at such time as the Directors shall have prescribed

by resolution, or, to the extent permitted by the 1940 Act, at such other

redemption price and at such times as the Directors shall prescribe by

resolution. In the absence of such resolution, the redemption price per Share

shall be the Net Asset Value next determined after receipt by the Series of a

request for redemption in proper form less such charges as are determined by the

Directors and described in the Focus Funds Series's Registration Statement for that Series

under the Securities Act of 1933. The Directors may specify conditions, prices,

and places of redemption, may specify binding requirements for the proper form

or forms of requests for redemption and may specify the amount of any deferred

sales charge to be withheld from redemption proceeds. Payment of the redemption

price may be wholly or partly in securities or other assets at the value of such

securities or assets used in such determination of Net Asset Value, or may be in

cash. Upon redemption, Shares may be reissued from time to time. The Directors

may require Shareholders to redeem Shares for any reason under terms set by the

Directors, including, but not limited to, the failure of a Shareholder to supply

a taxpayer identification number if required to do so, or to have the minimum

investment required, or to pay when due for the purchase of Shares issued to

him. To the extent permitted by law, the Directors may retain the proceeds of any

redemption of Shares required by them for payment of amounts due and owing by a

Shareholder to the Focus Funds Series or any Series or Class or any governmental authority.

Notwithstanding the foregoing, the Directors may postpone payment of the redemption price and may suspend the right of the Shareholders to require any

Fund or Class to redeem Shares during any period of time when and to the

extent permissible under the 1940 Act.

Section 3. Determination of Net Asset Value. The Directors shall cause

the Net Asset Value of Shares of each Fund or Class to be determined from time

to time in a manner consistent with applicable laws and regulations. The

Directors may delegate the power and duty to determine Net Asset Value per Share

to one or more Directors or officers of the Focus Funds Series or to a custodian, depository

or other agent appointed for such purpose. The Net Asset Value of Shares shall

be determined separately for each Fund or Class at such times as may be

prescribed by the Directors or, in the absence of action by the Directors, as of

the close of regular trading on the New York Stock Exchange on each day for all

or part of which such Exchange is open for unrestricted trading.

Section 4. Suspension of Right of Redemption. If, as referred to in

Section 2 of this Article, the Directors postpone payment of the redemption price and suspend the right of Shareholders to redeem their Shares, such suspension

shall take effect at the time the Directors shall specify, but not later than the

close of business on the business day next following the declaration of

suspension. Thereafter Shareholders shall have no right of redemption or payment

until the Directors declare the end of the suspension. If the right of redemption

is suspended, a Shareholder may either withdraw his request for redemption or

receive payment based on the Net Asset Value per Share next determined after the

suspension terminates.

Section 5. Repurchase by Agreement. The Focus Funds Series may repurchase Shares

directly, or through the Distributor or another agent designated for the

purpose, by agreement with the owner thereof at a price not exceeding the Net

Asset Value per Share determined as of the time when the purchase or contract of

purchase is made or the Net Asset Value as of any time which may be later

determined, provided payment is not made for the Shares prior to the time as of

which such Net Asset Value is determined.

ARTICLE VII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. The Shareholders shall have power to vote

only with respect to (a) the election of Directors as provided in Section 2 of

this Article; (b) the removal of Directors as provided in Article II, Section

3(d); (c) any investment advisory or management contract as provided in Article

VIII, Section 1; (d) any termination of the Focus Funds Series as provided in Article IX,

Section 4; (e) the amendment of this Declaration to the extent and as provided in Article X, Section 8; and (f) such additional matters relating to the Focus Funds Series

as may be required or authorized by law, this Declaration, or the By-laws or any

registration of the Focus Funds Series with the Commission or any State, or as the Directors

may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares shall

be voted by individual Fund or Class, except (a) when required by the 1940

Act, Shares shall be voted in the aggregate and not by individual Fund or

Class, and (b) when the Directors have determined that the matter affects the

interests of more than one Fund or Class, then the Shareholders of all such

Funds or Classes shall be entitled to vote thereon. As determined by the

Directors without the vote or consent of shareholders, on any matter submitted to

a vote of Shareholders either (i) each whole Share shall be entitled to one vote

as to any matter on which it is entitled to vote and each fractional Share shall

be entitled to a proportionate fractional vote or (ii) each dollar of net asset

value (number of Shares owned times net asset value per share of such Fund or Class, as applicable) shall be entitled to one vote on any matter on which such

Shares are entitled to vote and each fractional dollar amount shall be entitled

to a proportionate fractional vote. Without limiting the power of the Directors

in any way to designate otherwise in accordance with the preceding sentence, the

Directors hereby establish that each whole Share shall be entitled to one vote as

to any matter on which it is entitled to vote and each fractional Share shall be

entitled to a proportionate fractional vote. There shall be no cumulative voting

in the election of Directors. Shares may be voted in person or by proxy or in any

manner provided for in the By-laws. The By-laws may provide that proxies may be

given by any electronic or telecommunications device or in any other manner, but

if a proposal by anyone other than the officers or Directors is submitted to a

vote of the Shareholders of any Fund or Class, or if there is a proxy contest

or proxy solicitation or proposal in opposition to any proposal by the officers

or Directors, Shares may be voted only in person or by written proxy. Until

Shares of a Series are issued, as to that Series the Directors may exercise all

rights of Shareholders and may take any action required or permitted to be taken

by Shareholders by law, this Declaration or the By-laws. Meetings of

Shareholders shall be called and notice thereof and record dates therefor shall

be given and set as provided in the By-laws.

Section 2. Quorum; Required Vote. One-third of the Outstanding Shares

of each Fund or Class, or one-third of the Outstanding Shares of the Focus Funds Series,

entitled to vote in person or by proxy shall be a quorum for the transaction of

business at a Shareholders' meeting with respect to such Fund or Class, or

with respect to the entire Focus Funds Series, respectively. Any lesser number shall be

sufficient for adjournments. Any adjourned session of a Shareholders' meeting

may be held within a reasonable time without further notice. Except when a larger vote is required by law, this Declaration or the By-laws, a majority of

the Shares voting at a Shareholders' meeting in person or by proxy shall decide

any matters to be voted upon with respect to the entire Focus Funds Series and a plurality of

such Shares shall elect a Director; provided, that if this Declaration or

applicable law permits or requires that Shares be voted on any matter by

individual Funds or Classes, then a majority of the Shares of that Fund or

Class (or, if required by law, a majority of the Shares outstanding and entitled

to vote of that Fund or Class) voting at a Shareholders' meeting in person or

by proxy on the matter shall decide that matter insofar as that Fund or Class

is concerned. Shareholders may act as to the Focus Funds Series or any Series or Class by the

written consent of a majority (or such other amount as may be required by

applicable law) of the Outstanding Shares of the Focus Funds Series or of such Fund or

Class, as the case may be.

Section 3. Record Dates. For the purpose of determining the

Shareholders of any Fund (or Class) who are entitled to receive payment of any

dividend or of any other distribution, the Directors may from time to time fix a

date, which shall be before the date for the payment of such dividend or such

other payment, as the record date for determining the Shareholders of such Fund (or Class) having the right to receive such dividend or distribution.

Without fixing a record date, the Directors may for distribution purposes close

the register or transfer books for one or more Funds (or Classes) any time

prior to the payment of a distribution. Nothing in this Section shall be

construed as precluding the Directors from setting different record dates for

different Funds (or Classes).

Section 4. Additional Provisions. The By-laws may include further

provisions for Shareholders' votes and meetings and related matters.

ARTICLE VIII

EXPENSES OF THE FOCUS FUNDS SERIES AND SERIES

Section 1. Payment of Expenses by the Focus Funds Series. Subject to Article V,

Section 4, the Focus Funds Series A or a particular Fund shall pay, or shall reimburse the Directors from the assets belonging to all Funds or the particular Fund, for

their expenses (or the expenses of a Class of such Fund) and disbursements,

including, but not limited to, interest charges, taxes, brokerage fees and

commissions; expenses of issue, repurchase and redemption of Shares; certain

insurance premiums; applicable fees, interest charges and expenses of third

parties, including the Focus Funds Series's investment advisers, managers, administrators,

distributors, custodians, transfer agents and fund accountants; fees of pricing,

interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses;

auditing, legal and compliance expenses; costs of forming the Focus Funds Series and its

Series and maintaining its existence; costs of preparing and printing the

prospectuses of the Focus Funds Series and each Series, statements of additional information

and Shareholder reports and delivering them to Shareholders; expenses of

meetings of Shareholders and proxy solicitations therefor; costs of maintaining

books and accounts; costs of reproduction, stationery and supplies; fees and

expenses of the Directors; compensation of the Focus Funds Series's officers and employees and

costs of other personnel performing services for the Focus Funds Series or any Series; costs

of Director meetings; Commission registration fees and related expenses; state or

foreign securities laws registration fees and related expenses; and for such

non-recurring items as may arise, including litigation to which the Focus Funds Series or a

Series (or a Director or officer of the Focus Funds Series acting as such) is a party, and for

all losses and liabilities by them incurred in administering the Focus Funds Series. The

Directors shall have a lien on the assets belonging to the appropriate Series, or

in the case of an expense allocable to more than one Series, on the assets of

each such Series, prior to any rights or interests of the Shareholders thereto,

for the reimbursement to them of such expenses, disbursements, losses and

liabilities.

Section 2. Payment of Expenses by Shareholders. The Directors shall have the power, as frequently as they may determine, to cause each Shareholder, or

each Shareholder of any particular Series, to pay directly, in advance or

arrears, for charges of the Focus Funds Series's custodian or transfer, shareholder servicing

or similar agent, an amount fixed from time to time by the Directors, by setting

off such charges due from such Shareholder from declared but unpaid dividends

owed such Shareholder and/or by reducing the number of Shares in the account of

such Shareholder by that number of full and/or fractional Shares which

represents the outstanding amount of such charges due from such Shareholder.

ARTICLE IX

MISCELLANEOUS

Section 1. Focus Funds Series Not a Partnership. This Declaration creates a Focus Funds Series and not a partnership. No Director shall have any power to bind personally either

the Focus Funds Series's officers or any Shareholder.

Section 2. Director Action. The exercise by the Directors 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 IV, the Directors shall not be liable for errors of

judgment or mistakes of fact or law.

Section 3. Record Dates. The Directors may fix in advance a date up to

ninety (90) days before the date of any Shareholders' meeting, or the date for

the payment of any dividends or other distributions, or the date for the

allotment of rights, or the date when any change or conversion or exchange of

Shares shall go into effect as a record date for the determination of the

Shareholders entitled to notice of, and to vote at, any such meeting, or

entitled to receive payment of such dividend or other distribution, or to

receive any such allotment of rights, or to exercise such rights in respect of

any such change, conversion or exchange of Shares.

Section 4. Termination of the Focus Funds Series.

(a) This Focus Funds Series shall have perpetual existence. Subject to the

vote of a majority of the Shares outstanding and entitled to vote of

the Focus Funds Series or of each Series to be affected, the Directors may

(i) sell and convey all or substantially all of the

assets of all Series or any affected Series to another Series

or to another entity which is an open-end investment company

as defined in the 1940 Act, or is a series thereof, for

adequate consideration, which may include the assumption of

all outstanding obligations, taxes and other liabilities, ccrued or contingent, of the Focus Funds Series or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; or

(ii) at any time sell and convert into money all or

substantially all of the assets of all Series or any affected

Series.

Upon making reasonable provision for the payment of all known

liabilities of all Series or any affected Series in either (i) or (ii),

by such assumption or otherwise, the Directors shall distribute the

remaining proceeds or assets (as the case may be) ratably among the

Shareholders of all Series or any affected Series; however, the payment

to any particular Class of such Fund may be reduced by any fees,

expenses or charges allocated to that Class.

(b) The Directors may take any of the actions specified in

subsection (a)(i) and (ii) above without obtaining the vote of a

majority of the Shares Outstanding and entitled to vote of the Focus Funds Series or

any Series if a majority of the Directors determines that the

continuation of the Focus Funds Series or Series is not in the best interests of the

Focus Funds Series, such Series, or their respective Shareholders as a result of

factors or events adversely affecting the ability of the Focus Funds Series or such

Series to conduct its business and operations in an economically viable manner. Such factors and events may include the inability of the Focus Funds Series

or a Series to maintain its assets at an appropriate size, changes in

laws or regulations governing the Focus Funds Series or the Series or affecting

assets of the type in which the Focus Funds Series or Series invests, or economic

developments or trends having a significant adverse impact on the

business or operations of the Focus Funds Series or such Series.

proceeds or assets pursuant to subsection (a), the Focus Funds Series or affected

Series shall terminate and the Directors and the Focus Funds Series shall be

discharged of any and all further liabilities and duties hereunder with

respect thereto and the right, title and interest of all parties

therein shall be canceled and discharged. Upon termination of the

Focus Funds Series, following completion of winding up of its business, the Directors

shall cause a certificate of cancellation of the Focus Funds Series's certificate of

Focus Funds Series to be filed in accordance with the Nevada Act, which

certificate of cancellation may be signed by any one Director.

Section 5.

Reorganization.

(a) Notwithstanding anything else herein, to change the

Focus Funds Series's form or place of organization the Directors may, without

Shareholder approval unless such approval is required by applicable

law, (i) cause the Focus Funds Series to merge or consolidate with or into one or

more entities, if the surviving or resulting entity is the Focus Funds Series or

another open-end management investment company under the 1940 Act, or a

series thereof, that will succeed to or assume the Focus Funds Series's registration

under the 1940 Act, (ii) cause the Shares to be exchanged under or

pursuant to any state or federal statute to the extent permitted by

law, or (iii) cause the Focus Funds Series to incorporate under the laws of Nevada

or any other U.S. jurisdiction. Any agreement of merger or

consolidation or certificate of merger may be signed by a majority of

Directors and facsimile signatures conveyed by electronic or

telecommunication means shall be valid.

(b) Pursuant to and in accordance with the provisions of

Section 3815(f) of the Nevada Act, an agreement of merger or

consolidation approved by the Directors in accordance with this Section

5 may effect any amendment to the Declaration or effect the adoption of

a new Focus Funds Series instrument of the Focus Funds Series if it is the

surviving or resulting Focus Funds Series in the merger or consolidation.

which all or any part of the assets, liabilities, profits or losses of

the Focus Funds Series or any Fund or Class thereof may be transferred and may provide for the conversion of Shares in the Focus Funds Series A

or any Fund or Class thereof into beneficial interests in any such newly created

Focus Series A or any funds or classes thereof.

Section 6. Declaration of Focus Funds Series. The original or a copy of this

Declaration of Focus Funds Series and of each amendment hereto or Declaration of Focus Funds Series

supplemental shall be kept at the office of the Focus Funds Series where it may be inspected

by any Shareholder. Anyone dealing with the Focus Funds Series may rely on a certificate by a

Director or an officer of the Focus Funds Series as to the authenticity of the Declaration of

Focus Funds Series or any such amendments or supplements and as to any matters in connection

with the Focus Funds Series. The masculine gender herein shall include the feminine and

neuter genders. Headings herein are for convenience only and shall not affect

the construction of this Declaration of Focus Funds Series. This Declaration of Focus Funds Series may be

executed in any number of counterparts, each of which shall be deemed an

original.

Section 7. Applicable Law. This Declaration and the Focus Funds Series created

hereunder are governed by and construed and administered according to the Nevada Act and the applicable laws of the State of Nevada; provided,

however, that there shall not be applicable to the Focus Funds Series, the Directors or this

Declaration of Focus Funds Series (a) the provisions of Section 3540 of Title 12 of the

Nevada Code, or (b) any provisions of the laws (statutory or common) of the

State of Nevada (other than the Nevada Act) pertaining to Focus Funds Series which

relate to or regulate (i) the filing with any court or governmental body or

agency of director accounts or schedules of director fees and charges, (ii)

affirmative requirements to post bonds for directors, officers, agents or

employees of a Focus Funds Series, (iii) the necessity for obtaining court or other

governmental approval concerning the acquisition, holding or disposition of real

or personal property, (iv) fees or other sums payable to directors, officers,

agents or employees of a Focus Funds Series, (v) the allocation of receipts and expenditures

to income or principal, (vi) restrictions or limitations on the permissible

nature, amount or concentration of Focus Funds Series investments or requirements relating to

the titling, storage or other manner of holding of Focus Funds Series assets, or (vii) the

establishment of fiduciary or other standards of responsibilities or limitations

on the acts or powers of directors, which are inconsistent with the limitations

or liabilities or authorities and powers of the Directors set forth or referenced

in this Declaration. The Focus Funds Series shall be of the type commonly called a Nevada

business Focus Funds Series, and, without limiting the provisions hereof, the Focus Funds Series may exercise all powers which are ordinarily exercised by such a Focus Funds Series under Nevada law. The Focus Funds Series specifically reserves the right to exercise any of the

powers or privileges afforded to Focus Funds Series or actions that may be engaged in by Focus Funds Series under the Nevada Act, and the absence of a specific reference herein to

any such power, privilege or action shall not imply that the Focus Funds Series may not

exercise such power or privilege or take such actions.

Section 8. Amendments. The Directors may, without any Shareholder vote,

amend or otherwise supplement this Declaration by making an amendment, a

Declaration of Focus Funds Series supplemental hereto or an amended and restated Focus Funds Series instrument; provided, that Shareholders shall have the right to vote on any

amendment (a) which would affect the voting rights of Shareholders granted in

Article VII, Section l, (b) to this Section 8, (c) required to be approved by

Shareholders by law or by the Focus Funds Series's registration statement(s) filed with the

Commission, and (d) submitted to them by the Directors in their discretion. Any

amendment submitted to Shareholders which the Directors 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. Notwithstanding anything else herein, any amendment to Article IV

which would have the effect of reducing the indemnification and other rights

provided thereby to Directors, officers, employees, and agents of the Focus Funds Series or to

Shareholders or former Shareholders, and any repeal or amendment of this

sentence shall each require the affirmative vote of the holders of two-thirds of

the Outstanding Shares of the Focus Funds Series entitled to vote thereon.

Section 9. Derivative Actions. In addition to the requirements set forth in Section 3816 of the Nevada Act, a Shareholder may bring a derivative action on behalf of the Focus Funds Series only if the following conditions are met:

(a)

Shareholders eligible to bring such derivative action under the Nevada Act who hold at least 10% of the Outstanding Shares of the Fund or Class to which such action relates, shall join in the request for the Directors to commence such action; and

(b)

The Directors must be afforded a reasonable amount of time to consider such shareholder request to investigate the basis of such claim. The Directors shall be entitled to retain counsel or other advisers in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Focus Funds Series for the expense of any such advisers in the event that the Directors determine not to bring such action.

Section 10. Fiscal Year. The fiscal year of the Focus Funds Series shall end on a specified date as set forth in the By-laws. The Directors may change the fiscal year of the Focus Funds Series without Shareholder approval.

Section 11. Severability. The provisions of this Declaration are severable. If the Directors determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted as part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration 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 unenforceablity shall attach only to such provision only in such jurisdiction and shall not affect any other provision of this Declaration.

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

[focusn1aaexa201512001.jpg]

/s/ Rajendra Prasad

Rajendra Prasad, as Director and not

Individually

200 West Sahara Avenue, Unit #810, Las Vegas, NV 89102.