ThomasLloyd Funds Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • April 3rd, 2007 • ThomasLloyd Funds • Ohio

THIS AGREEMENT is made and entered into as of this 1st day of November, 2005, by and between ILLINGTON FUNDS BUSINESS TRUST (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

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MANAGEMENT AGREEMENT
Management Agreement • August 10th, 2007 • Catalyst Funds • New York

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers several series of shares to investors.

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • April 30th, 2003 • Proactive Asset Allocation Funds • Ohio

THIS AGREEMENT is made and entered into this 30th day of January, 2003, by and between the PROACTIVE Asset Allocation Funds (the “Trust”), a Massachusetts business trust having its principal place of business at 21 Hawk Ridge Circle, Lake Saint Louis, MO 63367, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • April 30th, 2003 • Proactive Asset Allocation Funds • Ohio

THIS AGREEMENT is made and entered into this 30th day of January, 2003, by and between the PROACTIVE Asset Allocation Funds (the “Trust”), a Massachusetts business trust having its principal place of business at 21 Hawk Ridge Circle, Lake Saint Louis, MO 63367, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

INVESTMENT COMPANY SERVICES AGREEMENT
Investment Company Services Agreement • December 19th, 2006 • Proactive Asset Allocation Funds • New York

This AGREEMENT, dated as of the 1st day of December, 2006, by and between Illington Funds (the “Fund”), a statutory business trust operating as an open-end, investment management company registered under the Investment Company Act of 1940, as amended (the “Act”), duly organized and existing under the laws of the Commonwealth of Massachusetts and Matrix Capital Group, Inc. (“Matrix”), a corporation duly organized under the laws of the State of New York (collectively, the "Parties").

INVESTMENT ADVISORY AGREEMENT Between ILLINGTON FUNDS’ Illington Long-Short Equity Fund and ILLINGTON FUND MANAGEMENT LLC
Investment Advisory Agreement • December 19th, 2006 • Proactive Asset Allocation Funds • New York
INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • November 17th, 2005 • Proactive Asset Allocation Funds • New York

Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which are prepared or maintained by the Subadviser on behalf of the Fund are the property of the Fund and will be surrendered promptly to the Fund on request.

IRA CUSTODY AGREEMENT
Custody Agreement • April 3rd, 2007 • ThomasLloyd Funds • Ohio

This Agreement is made as of this 5th day of March, 2007, between U.S. Bank National Association, a national banking association (the “Custodian”), Matrix Fund Services, (the “Transfer Agent”) and ThomasLloyd Funds (the “Fund”).

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • December 19th, 2006 • Proactive Asset Allocation Funds • New York

Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which are prepared or maintained by the Subadvisor on behalf of the Fund are the property of the Fund and will be surrendered promptly to the Fund on request.

CATALYST FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 10th, 2007 • Catalyst Funds • New York

SUB-ADVISORY AGREEMENT, dated as of [ ], 2007, between Catalyst Capital Advisors LLC, a New York limited liability corporation (the "Adviser"), and PROACTIVE Money Management, Inc., a Missouri corporation (the “Sub-Adviser”).

August 10, 2007 ThomasLloyd Funds Trustees of the ThomasLloyd Funds 427 Bedford Road Pleasantville, NY 10570
Agreement and Plan of Reorganization and Termination • August 30th, 2007 • Catalyst Funds

AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION, DATED AS OF AUGUST 10, 2007 (THE "AGREEMENT"), BY AND AMONG THE THOMASLLOYD OPTI-flex® FUND (THE "TRANSFERRING FUND"), A SERIES OF THOMASLLOYD FUNDS, A MASSACHUSETTS BUSINESS TRUST ("THOMASLLOYD FUNDS"); THE CATALYST OPTI-flex® FUND (THE "ACQUIRING FUND"), A NEWLY FORMED SERIES OF CATALYST FUNDS, AN OHIO BUSINESS TRUST ("CATALYST FUNDS"); AND SOLELY FOR THE PURPOSES OF PARAGRAPH 6.2 OF THE AGREEMENT, CATALYST CAPITAL ADVISORS LLC ("CATALYST") AND THOMASLLOYD GLOBAL ASSET MANAGEMENT (AMERICAS) LLC ("THOMASLLOYD")

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 3rd, 2007 • ThomasLloyd Funds

THIS AMENDMENT dated as of this 15th day of November, 2006, to the Custody Agreement, dated November 1, 2005 (the "Agreement"), is entered by and between Illington Funds, a Massachusetts trust (the "Trust") and U.S. Bank, N.A., a national banking association (the "Custodian").

Letter Agreement
Management Agreement • August 10th, 2007 • Catalyst Funds
FIRST AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • April 3rd, 2007 • ThomasLloyd Funds

This First Amendment to the Underwriting Agreement (this "First Amendment") is entered into as of December 31, 2006, by and between ThomasLloyd Funds, a Massachusetts business trust (the "Trust"), and ThomasLloyd Capital LLC, a Delaware limited liability company (the "Underwriter"). This First Amendment shall amend, in accordance with the terms hereof, that certain Underwriting Agreement, dated as of August 16, 1999, by and between PROACTIVE ASSET ALLOCATION Funds and PROACTIVE Financial Services, Inc (the "Underwriting Agreement").

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 3rd, 2007 • ThomasLloyd Funds

THIS AMENDMENT dated as of the 31st day of December, 2006, to the Custody Agreement, dated November 1, 2005, as amended (the "Custody Agreement"), is entered by and between the ThomasLloyd Funds, f/k/a the lllington Funds, a Massachusetts trust (the "Trust") and U.S. Bank, NA., a national banking association (the "Custodian").

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