FUNDS TRUST
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                  RESOLVED, that the amendments to the investment objectives,
                  principal strategies and permitted investments of the
                  Allocation, Equity Gateway, International, Small/Mid Cap and
                  Specialty Funds, as presented at this meeting, be, and they
                  hereby are, approved; and

                  FURTHER RESOLVED, that the Officers be, and each hereby is,
                  authorized and directed to prepare, execute and deliver a
                  60-day notification to the shareholders of the Conservative
                  Allocation Fund, Equity Income Fund, Equity Value Fund,
                  International Equity Fund, International Value Fund and
                  Overseas Fund; and

                  FURTHER RESOLVED, that the previously adopted 60-day advance
                  notice policy be, and it hereby is, rescinded for any changes
                  to any 80% Policy that is not governed by the Names Rule,
                  effective for any changes to any such 80% Policy approved
                  following removal of disclosure about the 60-day advance
                  notice policy from the affected Fund's prospectuses; and

                  FURTHER RESOLVED, that the Officers be, and each hereby is,
                  authorized and directed to prepare, execute and file one or
                  more amendments to the Registration Statement of Funds Trust
                  on Form N-1A, including any Prospectus and Statement of
                  Additional Information for the Funds, and such additional
                  filings as necessary, with such changes as such Officer, with
                  advice of counsel, deems appropriate or advisable to
                  effectuate the changes described above; and

                  FURTHER RESOLVED, that the Officers be, and each hereby is,
                  authorized and directed to take such additional actions,
                  including filing any necessary documents with the SEC, and to
                  execute and deliver on behalf of Funds Trust such other
                  documents or instruments as they deem appropriate or advisable
                  in furtherance of the matters contemplated by the above
                  resolutions, his or her authority therefore to be conclusively
                  evidenced by the taking of any such action or the execution or
                  delivery of any such documents.