Utopia Funds Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 16th, 2005 • Utopia Funds • Colorado

AGREEMENT dated as of December 12, 2005, between Utopia Funds (the “Fund”), an open-end, management investment company organized as a Delaware statutory trust, Financial & Investment Management Group, Ltd, a Michigan corporation (the “Adviser”) and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934 (the “Distributor”).

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TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agent Interactive Client Services Agreement • December 16th, 2005 • Utopia Funds • Colorado

AGREEMENT made this 12th day of December, 2005, (the “Effective Date”) between Utopia Funds, a Delaware statutory trust, (the “Fund”), Financial & Investment Management Group, Ltd., a Michigan corporation (“FIM”), and ALPS Mutual Funds Services, Inc., a Colorado corporation (“ALPS”). ALPS, the Fund, and FIM are collectively referred to herein as the “Parties” and individually as the “Party”.

UTOPIA FUNDS INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 26th, 2007 • Utopia Funds • Delaware

This Agreement is made as of this 30th day of December, 2005, by and between, Utopia Funds, a Delaware statutory trust (the “Trust”), and Financial & Investment Management Group, Ltd., a Michigan corporation (the “Adviser”).

AMENDMENT #1 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2008 • Utopia Funds • Colorado

This Amendment #1 to Transfer Agency and Service Agreement (the “Amendment”) effective as of the 16th day of October, 2007, between Utopia Funds, a Delaware statutory trust (the “Fund”), Financial & Investment Management Group, Ltd., a Michigan corporation (“FIM”) and ALPS Funds Services, Inc., a Colorado corporation (the “Transfer Agent”).

Second Addendum to Transfer Agency and Services Agreement Dated
Transfer Agency and Services Agreement • January 28th, 2008 • Utopia Funds

THIS ADDENDUM is made as of April 9, 2007, by and among ALPS Fund Services, Inc. (“ALPS”), Financial & Investment Management Group, Ltd. (the “Advisor”) and Utopia Funds (the “Fund”).

Addendum to Distribution Agreement Dated
Distribution Agreement • January 28th, 2008 • Utopia Funds

THIS ADDENDUM is made as of April 9, 2007, by and among ALPS Distributors, Inc. (“ADI”), Financial & Investment Management Group, Ltd. (the “Advisor”) and Utopia Funds (the “Fund”).

Re: Subscription Agreement for Shares of Utopia Funds (the “Trust”)
Subscription Agreement • December 16th, 2005 • Utopia Funds

Financial & Investment Management Group, Ltd. offers to purchase from the Trust the following shares of beneficial interest of the Trust at $10.00 per share for an aggregate purchase price of $400,000 in cash, all such shares to be validly issued, fully paid and non-assessable upon issuance of such shares and receipt by the Trust of said payment:

Second Addendum to Transfer Agency Interactive Services Agreement Dated
Transfer Agency Interactive Services Agreement • January 28th, 2008 • Utopia Funds

WHEREAS, ALPS and the Fund have entered into a Transfer Agency Interactive Services Agreement (the “Agreement”) dated December 12, 2005;

FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Fund Accounting and Administration Agreement • December 16th, 2005 • Utopia Funds • Colorado

AGREEMENT made this 12th day of December, 2005, between Utopia Funds (the “Fund”) a Delaware statutory trust, Financial & Investment Management Group, Ltd., a Michigan corporation (“FIM”), and ALPS Mutual Funds Services, Inc., (“ALPS”) a Colorado corporation.

Addendum to Transfer Agency and Service Agreement Dated December 12, 2005
Transfer Agency and Services Agreement • January 28th, 2008 • Utopia Funds

THIS ADDENDUM is made as of September 1, 2006, by and between ALPS Mutual Funds Services, Inc. (“ALPS”), Financial & Investment Management Group, Ltd. (“FIM”) and Utopia Funds (“Fund”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 26th, 2007 • Utopia Funds

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of November 17, 2006 by and between Financial & Investment Management Group, Ltd., a Michigan corporation (the “Adviser”), and Utopia Funds (the “Trust”), on behalf of the Utopia Growth Fund, the Utopia Core Fund, the Utopia Core Conservative Fund and the Utopia Yield Income Fund, each a series of the Trust (each, a “Fund” and collectively, the “Funds”).

CUSTODY AGREEMENT
Custody Agreement • December 16th, 2005 • Utopia Funds • Illinois

AGREEMENT dated as of October 14, 2005, between UTOPIA FUNDS, a statutory trust organized under the laws of the State of Delaware, having its principal office and place of business at 111 Cass Street, Traverse City, Michigan 49684 (the “Fund”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60675.

Exhibit (g)(2) Amendment to Custody Agreement between the Custodian and the Registrant FIRST AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • January 26th, 2007 • Utopia Funds

WHEREAS, Utopia Funds, a statutory trust organized under the laws of the state of Delaware (“Customer”) and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60675, entered into a Custody Agreement dated October 14, 2005 (the “Agreement”); and

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 16th, 2005 • Utopia Funds • Colorado

Transfer Agency and Services Agreement (the “Agreement”) made this 12th day of December, 2005, between Utopia Funds, a Delaware statutory trust (the “Fund”), Financial & Investment Management Group, Ltd, a Michigan corporation (“FIM”) and ALPS Mutual Funds Services, Inc., a Colorado corporation (the “Transfer Agent”).

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 28th, 2008 • Utopia Funds

AMENDMENT TO EXPENSE LIMITATION AGREEMENT (the “Amendment”), effective as of February 1, 2008, by and between Financial & Investment Management Group, Ltd., a corporation (the “Adviser”), and Utopia Funds (the “Trust”), on behalf of the Utopia Growth Fund, the Utopia Core Fund, the Utopia Core Conservative Fund and the Utopia Yield Income Fund, each a series of the Trust (each a “Fund” and collectively, the “Fund”).

Addendum to Transfer Agency Interactive Client Services Agreement Dated December 12, 2005
Transfer Agency Interactive Client Services Agreement • January 28th, 2008 • Utopia Funds

WHEREAS, ALPS and Utopia have entered into a Transfer Agency Interactive Client Services Agreement (the “Agreement”) dated December 12, 2005.

UTOPIA FUNDS INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 16th, 2005 • Utopia Funds • Delaware

This Agreement is made as of this ___day of December, 2005, by and between, Utopia Funds, a Delaware statutory trust (the “Trust”), and Financial & Investment Management Group, Ltd., a Michigan corporation (the “Adviser”).

Second Addendum to Fund Accounting and Administration Agreement Dated
Fund Accounting and Administration Agreement • January 28th, 2008 • Utopia Funds

THIS ADDENDUM is made as of April 9, 2007, by and among ALPS Fund Services, Inc. (“ALPS”), Financial & Investment Management Group, Ltd. (the “Advisor”) and Utopia Funds (the “Fund”).

Addendum to Fund Accounting and Administration Agreement Dated December 12, 2005
Fund Accounting and Administration Agreement • January 28th, 2008 • Utopia Funds

THIS ADDENDUM is made as of September 1, 2006, by and between ALPS Mutual Funds Services, Inc. (“ALPS”), Financial & Investment Management Group (“FIM”) and Utopia Funds (“Fund”).

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