GENERAL DISTRIBUTION AGREEMENTGeneral Distribution Agreement • February 28th, 2006 • Stonebridge Funds Trust • Colorado
AGREEMENT dated as of September 30, 2005, between the Stonebridge Funds Trust, a Delaware business trust (the "Trust"), on behalf of the Stonebridge Growth Fund and the Stonebridge Aggressive Growth Fund, each a series of the Trust (collectively, "the Funds"), and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, having its principal place of business in Denver, Colorado (the "Distributor").
QuickLinks -- Click here to rapidly navigate through this documentAdvisory Fee Waiver Agreement • February 28th, 2006 • Stonebridge Funds Trust
By our execution of this letter agreement (the "Agreement"), Stonebridge Capital Management ("Stonebridge Capital"), to improve the performance of the Trust's Small Cap Growth Fund portfolio (the "Fund"), hereby waives a portion of the advisory fees Stonebridge Capital is entitled to receive pursuant to Section 6 of the Investment Advisory Agreement dated as of November 2, 1998 between the Trust, on behalf of the Fund, and Stonebridge Capital, as follows:
QuickLinks -- Click here to rapidly navigate through this documentAdministration Fee Reduction Agreement • February 28th, 2006 • Stonebridge Funds Trust
By our execution of this letter agreement (the "Agreement"), ALPS Mutual Funds Services, Inc. ("ALPS"), to improve the performance of the Trust's portfolios, hereby agrees to temporarily reduce the minimum administration fees it is entitled to receive pursuant to Section 2 of the Administration Agreement dated as of November 2, 1998 between the Trust and ALPS, as follows for the fiscal year ending October 31, 2006:
