FORM OF INVESTMENT ADVISORY AGREEMENT


AGREEMENT made this_______day of ____________________, 199__ by and 
between COMMON SENSE TRUST, a Massachusetts business trust, 
hereinafter referred to as the "TRUST," 
and____________________________, a_____________________corporation, 
hereinafter referred to as the "Adviser."

The TRUST and the ADVISER agree as follows: 

(1.) Appointment

a. The TRUST hereby appoints the ADVISER to act as investment 
adviser to the TRUST's Common Sense________Fund (the "Fund") for the 
period and on the terms set forth in this Agreement. The ADVISER 
accepts such appointment and agrees to furnish the services herein set 
forth for the compensation herein provided.

b. In the event that the TRUST establishes one or more funds with 
respect to which it desires to retain the ADVISER to act as investment 
adviser hereunder, it shall notify the ADVISER in writing. If the 
ADVISER is willing to render such services it shall notify the TRUST 
in writing whereupon such fund shall become a fund hereunder and the 
compensation payable by such new fund to the ADVISER will be as agreed 
in writing at that time.

(2.) Services Rendered and Expenses Paid by ADVISER

The ADVISER, subject to the control, direction and supervision of 
the TRUST's Trustees and in conformity with applicable laws, the 
TRUST's Declaration of Trust, Bylaws, registration statement, 
prospectuses and the stated investment objectives, policies and 
restrictions of the Fund, shall:

a. manage the investment and reinvestment of the TRUST's assets 
including, by way of illustration, the evaluation of pertinent 
economic, statistical, financial and other data, determination of 
the industries and companies to be represented in the Fund, and 
formulation and implementation of investment programs;

b. maintain a trading desk and place all orders for the purchase 
and sale of portfolio investments for the account of the Fund of the 
TRUST with brokers or dealers selected by the ADVISER;

c. conduct and manage the day-to-day operations of the TRUST 
including, by way of illustration, the preparation of registration 
statements, prospectuses, reports, proxy solicitation materials and 
amendments thereto, the furnishing of legal services except for 
services provided by outside counsel to the TRUST selected by the 
Trustees, and the supervision of the TRUST's Treasurer and the 
personnel working under his direction; and

d. furnish to the TRUST office space, facilities, equipment and 
personnel adequate to provide the services described in paragraphs 
a., b., and c. above and pay the compensation of each TRUST trustee 
and TRUST officer who is an affiliated person of the ADVISER, except 
the compensation of the TRUST's Treasurer and related expenses as 
provided below.

In performing the services described in paragraph b. above, the 
ADVISER shall use its best efforts to obtain for the TRUST and the 
Fund the most favorable price and execution available and shall 
maintain records adequate to demonstrate compliance with this 
requirement. Subject to prior authorization by the TRUST's Trustees of 
appropriate policies and procedures, the ADVISER may, to the extent 
authorized by law, cause the TRUST to pay a broker or dealer that 
provides brokerage and research services to the ADVISER an amount of 
commission for effecting a fund investment transaction in excess of 
the amount of commission another broker or dealer would have charged 
for effecting that transaction. In the event of such authorization and 
to the extent authorized by law the ADVISER shall not be deemed to 
have acted unlawfully or to have breached any duty created by this 
Agreement or otherwise solely by reason of such action.

Except as otherwise agreed, or as otherwise provided herein, the 
TRUST shall pay, or arrange for others to pay, all its expenses other 
than those expressly stated to be payable by the ADVISER hereunder, 
which expenses payable by the TRUST shall include (i) interest and 
taxes; (ii) brokerage commissions and other costs in connection with 
the purchase and sale of fund investments; (iii) compensation of its 
trustees and officers other than those who are affiliated persons of 
the ADVISER; (iv) compensation of its Treasurer, compensation of 
personnel working under the Treasurer's direction, and expenses of 
office space, facilities, and equipment used by the Treasurer and such 
personnel in the performance of their normal duties for the TRUST 
which consist of maintenance of the accounts, books and other 
documents which constitute the record forming the basis for the 
TRUST's financial statements, preparation of such financial statements 
and other TRUST documents and reports of a financial nature required 
by federal and state laws, and participation in the production of the 
TRUST's registration statement, prospectuses, proxy solicitation 
materials and reports to shareholders; (v) fees of outside counsel to 
and of independent accountants of the TRUST selected by the Trustees; 
(vi) custodian, registrar and shareholder service agent fees and 
expenses; (vii) expenses related to the repurchase or redemption of 
its shares including expenses related to a program of periodic 
repurchases or redemptions; (viii) expenses related to the issuance of 
its shares against payment therefor by or on behalf of the subscribers 
thereto; (ix) fees and related expenses of registering and qualifying 
the TRUST and its shares for distribution under state and federal 
securities laws; (x) expenses of printing and mailing of registration 
statements, prospectuses, reports, notices and proxy solicitation 
materials of the TRUST; (xi) all other expenses incidental to holding 
meetings of the TRUST's shareholders including proxy solicitations 
therefor; (xii) expenses for servicing shareholder accounts; (xiii) 
insurance premiums for fidelity coverage and errors and omissions 
insurance; (xiv) dues for the TRUST's membership in trade associations 
approved by the Trustees; and (xv) such non-recurring expenses as may 
arise, including those associated with actions, suits, or proceedings 
to which the TRUST is a party and the legal obligation which the TRUST 
may have to indemnify its officers and trustees with respect thereto. 
To the extent that any of the foregoing expenses are allocated between 
the TRUST and any other party, such allocations shall be pursuant to 
methods approved by the Trustees.

(3.) Role of ADVISER

The ADVISER, and any person controlled by or under common control 
with the ADVISER, shall be free to render similar services to others 
and engage in other activities, so long as the services rendered to 
the TRUST are not impaired.

Except as otherwise required by the Investment Company Act of 1940 
("1940 Act") any of the shareholders, trustees, officers and employees 
of the TRUST may be a shareholder, director, officer or employee of, 
or be otherwise interested in, the ADVISER, and in any person 
controlled by or under common control with the ADVISER, and the 
ADVISER, and any person controlled by or under common control with the 
ADVISER, may have an interest in the TRUST.

Except as otherwise agreed, in the absence of willful misfeasance, 
bad faith, negligence, or reckless disregard of obligations or duties 
hereunder on the part of the ADVISER, the ADVISER shall not be subject 
to liability to the TRUST, or to any shareholder of the TRUST, for any 
act or omission in the course of, or connected with, rendering 
services hereunder or for any losses that may be sustained in the 
purchase, holding or sale of any security.

(4.) Compensation Payable to ADVISER

The TRUST shall pay to the ADVISER, as compensation for the services 
rendered, facilities furnished and expenses paid by the ADVISER, with 
respect to the Fund, a monthly fee calculated at the following annual 
rates:

A.	Common Sense Emerging Growth Fund
	Common Sense Growth Fund
	Common Sense Growth and Income Fund 

 .65% of the first $1 billion of average daily net assets; .60% of 
the next $1 billion; .55% of the next $1 billion; .50% of the next 
$1 billion; and .45% of average daily net assets in excess of $4 
billion.

B.	Common Sense Government Fund 

 .60% of the first $1 billion of average daily net assets; .55% of 
the next $1 billion; .50% of the next $1 billion; .45% of the next 
$1 billion; .40% of the next $1 billion; and .35% of average daily 
net assets in excess of $5 billion.

C.	Common Sense International Equity Fund 

1.00% of the Fund's average daily net assets. 

D.	Common Sense Municipal Bond Fund 

 .60% of the first $1 billion of average daily net assets; .55% of 
the next $1 billion; .50% of the next $1 billion; and .45% of 
average daily net assets in excess of $3 billion.

Average daily net assets of the Fund shall be determined by taking 
the average of the net assets for each business day during a given 
calendar month, made in the manner provided in the TRUST's Declaration 
of Trust.

In the event that the ordinary business expenses of the Fund, for 
any fiscal year should exceed the most restrictive expense limitation 
applicable in the states where the TRUST's shares are qualified for 
sale, unless waived, the compensation due to the ADVISER for such 
fiscal year shall be reduced by the amount of such excess. The 
ADVISER's compensation shall be so reduced by a reduction or a refund 
thereof, at the time such compensation is payable after the end of 
each calendar month during such fiscal year of the TRUST, and if such 
amount should exceed such monthly compensation, the ADVISER shall pay 
the Fund an amount sufficient to make up the deficiency, subject to 
readjustment during the TRUST's fiscal year. For purposes of this 
paragraph, all ordinary business expenses of the Fund include the 
investment advisory fee and other operating costs paid by the Fund 
except for (i) interest and taxes; (ii) brokerage commissions; (iii) 
expenses incurred as a result of litigation in connection with a suit 
involving a claim for recovery by the Fund; (iv) as a result of 
litigation involving a defense against a liability asserted against 
the TRUST and the Fund, provided that, if the ADVISER made the 
decision or took the actions which resulted in such claim, it acted in 
good faith without negligence or misconduct; (v) any indemnification 
paid by the TRUST to its officers and trustees and the ADVISER in 
accordance with applicable state and federal laws as a result of such 
litigation; and (vi) amounts paid to PFS Distributors, Inc., the 
distributor of the Trust's shares, in connection with a distribution 
plan adopted by the Trust's Trustees pursuant to Rule 12b-1 under the 
1940 Act.

If the ADVISER shall serve for less than the whole of any month, the 
foregoing compensation shall be prorated.

(5.) Books and Records

In compliance with the requirements of the 1940 Act, the ADVISER 
hereby agrees that, to the extent required by law, all records which 
it maintains for the TRUST are the property of the TRUST and further 
agrees to surrender promptly to the TRUST any of such records upon the 
TRUST's request. The ADVISER further agrees to preserve for the 
periods prescribed by Rule 31a-2 under the 1940 Act the records 
required to be maintained by Rule 31a-1 under the Act.

(6.) Duration and Termination

This Agreement will become effective with respect to the Fund on the 
date hereof, and with respect to any additional funds, on the date of 
receipt by the TRUST of notice from the ADVISER in accordance with 
Section 1(b) hereof that the ADVISER is willing to serve as investment 
adviser with respect to such fund, provided that this Agreement (as 
supplemented by the terms specified in any notice and agreement 
pursuant to Section 1(b) hereof) shall have been approved by the 
shareholders of the Fund subject to this Agreement, in accordance with 
the requirements under the 1940 Act, and, unless sooner terminated as 
provided herein, shall continue in effect for a period of two years. 
Thereafter, if not terminated, this Agreement shall continue in effect 
as to a particular Fund for successive periods of twelve months each, 
provided such continuance is specifically approved at least annually, 
(a) by the vote of a majority of those members of the TRUST's Trustees 
who are not interested persons of any party to this Agreement, cast in 
person at a meeting called for the purpose of voting on such approval, 
and (b) by the TRUST's Trustees or by vote of a majority of the 
outstanding voting securities of the Fund. Notwithstanding the 
foregoing, this Agreement may be terminated as to the Fund at any 
time, without the payment of any penalty, by the TRUST (by vote of the 
TRUST's Trustees or by vote of a majority of the outstanding voting 
securities of the Fund), or by the ADVISER, on sixty days' written 
notice. This Agreement will immediately terminate in the event of its 
assignment.

(7.) Amendment of this Agreement

No provision of this Agreement may be changed, waived, discharged or 
terminated orally, but only by an instrument in writing signed by the 
party against which enforcement of the change, waiver, discharge or 
termination is sought. No amendment of this Agreement shall be 
effective as to the Fund until approved by vote of a majority of the 
outstanding voting securities of the Fund if such vote is required by 
the 1940 Act.

(8.) Miscellaneous Provisions

For the purposes of this Agreement, the terms "affiliated person", 
"assignment," "interested person," and "majority of the outstanding 
voting securities" shall have their respective meanings defined in the 
1940 Act and the Rules and Regulations thereunder, subject, however, 
to such exemptions as may be granted to either the ADVISER or the 
TRUST by the Securities and Exchange Commission, or such interpretive 
positions as may be taken by the Commission or its staff, under said 
Act, and the term "brokerage and research services" shall have the 
meaning given in the Securities Exchange Act of 1934 and the Rules and 
Regulations thereunder.

The Declaration of Trust establishing Common Sense Trust, dated 
January 29, 1987, a copy of which, together with all amendments 
thereto (the "Declaration"), is on file in the office of the Secretary 
of the Commonwealth of Massachusetts, provides that the name "Common 
Sense Trust" refers to the Trustees under the Declaration collectively 
as Trustees, but not as individuals or personally; and no Trustee, 
shareholder, officer, employee or agent of said TRUST shall be held to 
any personal liability, nor shall resort be had to their private 
property for the satisfaction of any obligation or claim or otherwise 
in connection with the affairs of said TRUST, but the Trust Estate 
only shall be liable. All obligations of the TRUST under this 
Agreement shall apply only on a Fund by Fund basis and the assets of 
one Fund shall not be liable for the obligations of any other Fund.

The parties hereto each have caused this Agreement to be signed in 
duplicate on its behalf by its duly authorized officer on the above 
date.

COMMON SENSE TRUST

By:					

Name:					

Its:					

					

By:					

Name:					

Its:					



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