CG Funds Trust Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 25th, 2016 • CG Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 27th day of April, 2015, by and between CG FUNDS TRUST, a Delaware statutory business trust (the "Trust") and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the "Distributor"). WALL STREET MANAGEMENT CORPORATION, a Massachusetts corporation and the investment advisor to the Trust (the "Advisor"), is a party hereto with respect to Section 5 only.

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 23rd, 2013 • Capital Guardian Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 5th day of December, 2013, by and between CAPITAL GUARDIAN FUNDS TRUST, a Delaware statutory business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 23rd, 2013 • Capital Guardian Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 5th day of December, 2013, by and between CAPITAL GUARDIAN FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 31st, 2013 • Capital Guardian Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 5th day of December, 2013, by and among Capital Guardian Asset Management, LLC, a Delaware limited liability company (the “Adviser”), Wall Street Management Corporation, a Massachusetts corporation (the “Sub-Adviser”), and the Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Capital Guardian Core Balanced Fund (the “Fund”).

CUSTODY AGREEMENT
Custody Agreement • December 23rd, 2013 • Capital Guardian Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 5th day of December, 2013, by and between CAPITAL GUARDIAN FUNDS TRUST, a Delaware statutory 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 (the “Custodian”).

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 2nd, 2016 • CG Funds Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of December 17, 2015, by and between WALL STREET MANAGEMENT CORPORATION, a Massachusetts corporation (hereinafter referred to as the “Adviser”), and CG FUNDS TRUST, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (each, a “Fund”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 25th, 2016 • CG Funds Trust

THIS AGREEMENT is made and entered into as of this 27th day of April, 2015, by and between WALL STREET MANAGEMENT CORPORATION, a Massachusetts corporation, (hereinafter referred to as the “Adviser”), and CG FUNDS TRUST, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (each, a “Fund”).

CG FUNDS TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 26th, 2015 • CG Funds Trust

THIS FIRST AMENDMENT effective as of the 20th day of January, 2015, to the Transfer Agent Servicing Agreement, dated as of December 5, 2013, (the “Agreement”), is entered into by and between CG Funds Trust f/k/a Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 22nd, 2017 • CG Funds Trust • New York

THIS AGREEMENT (this “Agreement”) is made as of January 3, 2017 by and between Wall Street Management Corporation, a Massachusetts corporation (“WSMC”) and Morse Asset Management, Inc., a New York State Domestic Business Corporation (“MAM”)

CG FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • February 26th, 2015 • CG Funds Trust

THIS FIRST AMENDMENT effective as of the 20th day of January, 2015, to the Custody Agreement, dated as of December 5, 2013, (the “Agreement”), is entered into by and between CG Funds Trust f/k/a Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bank, N.A., a national banking association (the “Custodian”).

CG FUNDS TRUST FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2015 • CG Funds Trust

THIS FIRST AMENDMENT effective as of the 20th day of January, 2015, to the Distribution Agreement, dated as of December 5, 2013, (the “Agreement”), is entered into by and between CG Funds Trust f/k/a Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (“Distributor”). CG Asset Management, LLC f/k/a Capital Guardian Asset Management, LLC, a North Carolina limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 (Compensation) only.

FORM OF SUB-ADVISORY AGREEMENT
Form of Sub-Advisory Agreement • December 23rd, 2013 • Capital Guardian Funds Trust • New York

THIS AGREEMENT is made and entered into as of this [ x ] day of December, 2013, by and among Capital Guardian Asset Management, LLC, a Delaware limited liability company (the “Adviser”), Wall Street Management Corporation, a Massachusetts corporation (the “Sub-Adviser”), and the Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Capital Guardian Core Balanced Fund (the “Fund”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 31st, 2013 • Capital Guardian Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 5th day of December, 2013 by and between Capital Guardian Asset Management, LLC, a Delaware limited liability company (the “Adviser”) and Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”), regarding its series of the Trust, Capital Guardian Core Balanced Fund (the “Fund”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 25th, 2016 • CG Funds Trust • Delaware

THIS AGREEMENT (this “Agreement”) is made as of April 27, 2015 by and between Wall Street Management Corporation, a Massachusetts corporation (“WSMC”) and CG Asset Management LLC, a Delaware limited liability company (“CGAM”).

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 31st, 2013 • Capital Guardian Funds Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of December 5, 2013, by and between CAPITAL GUARDIAN ASSET MANAGEMENT, LLC, a Delaware limited liability company (hereinafter referred to as the “Adviser”), and CAPITAL GUARDIAN FUNDS TRUST, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (each, a “Fund”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 23rd, 2013 • Capital Guardian Funds Trust • Wisconsin

Access to account information and transaction capabilities through mobile internet devices. Shareholders can access portfolio summary, account balances, account history, and conduct financial transaction requests such as purchases, redemptions, and exchanges.

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 26th, 2015 • CG Funds Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of February 24, 2015, by and between CG ASSET MANAGEMENT, LLC, a Delaware limited liability company (hereinafter referred to as the “Adviser”), and CG FUNDS TRUST, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (each, a “Fund”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Form of Investment Advisory Agreement • December 23rd, 2013 • Capital Guardian Funds Trust • New York

THIS AGREEMENT is made and entered into as of this [ x ] day of December, 2013 by and between Capital Guardian Asset Management, LLC, a Delaware limited liability company (the “Adviser”) and Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”), regarding its series of the Trust, Capital Guardian Core Balanced Fund (the “Fund”).

CG FUNDS TRUST FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 26th, 2015 • CG Funds Trust

THIS FIRST AMENDMENT effective as of the 20th day of January, 2015, to the Fund Administration Servicing Agreement, dated as of December 5, 2013, (the “Agreement”), is entered into by and between CG Funds Trust f/k/a Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

CG FUNDS TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 26th, 2015 • CG Funds Trust

THIS FIRST AMENDMENT effective as of the 20th day of January, 2015, to the Fund Accounting Servicing Agreement, dated as of December 5, 2013, (the “Agreement”), is entered into by and between CG Funds Trust f/k/a Capital Guardian Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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