0000910472-06-000319 Sample Contracts

RALPH PARKS PORTFOLIOS TRUST OPERATING EXPENSES LIMITATION AGREEMENT RALPH PARKS CYCLICAL EQUITY FUND
Operating Expenses Limitation Agreement • August 16th, 2006 • Ralph Parks Portfolios Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 1st day of June, 2006, by and between RALPH PARKS PORTFOLIOS TRUST, a Delaware business trust (the “Trust”), on behalf of the Ralph Parks Cyclical Equity Fund (the “Fund”), a series of the Trust and the Advisor of such Fund, Ralph Parks Investment Group, LLC (the “Advisor”).

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DISTRIBUTION PLAN AND AGREEMENT PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 RALPH PARKS PORTFOLIO TRUST On behalf of its series RALPH PARKS CYCLICAL EQUITY FUND
Distribution Agreement • August 16th, 2006 • Ralph Parks Portfolios Trust

PLAN AND AGREEMENT made as of June 1, 2006 by and between Ralph Parks Portfolio Trust (the "Trust") on behalf of its separate series, Ralph Parks Cyclical Equity Fund (the “Fund”) and Aquarius Fund Distributors, LLC , the distributor for the Fund (the “DISTRIBUTOR”).

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