0000897069-06-002125 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of _______ __, 2006 between Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the “Trust”), and Skyhawk Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of _________, 2006, by and among Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the “Trust”), Skyhawk Capital Management, LLC, a Delaware limited liability company (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

SKYHAWK CAPITAL MANAGEMENT FUNDS TRUST AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust • Delaware

This AGREEMENT AND DECLARATION OF TRUST is made by the initial trustees of Skyhawk Capital Management Funds Trust in the City of Memphis, the State of Tennessee, this 28th day of September, 2006.

FORM OF TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of ________, 2006, by and between Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ____ day of _____________, 2006, between Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the “Trust”), and Fiduciary Management, Inc., a Wisconsin Corporation (the “Administrator”).

FORM OF CUSTODY AGREEMENT
Custody Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of _______, 2006, by and between Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bank National Association, a national banking association (the “Custodian”).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • September 29th, 2006 • Skyhawk Capital Management Funds Trust

The undersigned hereby subscribes to _____________________ (_______) units of beneficial interest (such units of beneficial interest being hereinafter referred to as “Shares”) in the Skyhawk Capital Management Funds Trust, a Delaware statutory trust (the “Trust”), representing Shares in the Trust’s series, Skyhawk Small Cap Fund (the “Fund”), in consideration for which the undersigned agrees to transfer to the Fund upon demand cash in the amount of ____________________ ($_______).

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