0000950137-05-015042 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”.

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:

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.

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.

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”).

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”).

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