0001162044-03-000004 Sample Contracts

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • January 10th, 2003 • Everest Funds • Ohio

THIS AGREEMENT is made and entered into this First day of November, 2002, by and between Everest America Fund a registered management investment company (the “Fund”), and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

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ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • January 10th, 2003 • Everest Funds • Ohio

THIS AGREEMENT is made and entered into this First day of November, 2002 by and between Everest3 Fund, a registered management investment company (the "Fund"), and Mutual Shareholder Services LLC ("MSS").a Delaware Limited Liability Company.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 10th, 2003 • Everest Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 1st day of December, 2002, by and among Everest Funds, a Delaware business trust (the “Trust”), Everest Funds Management, LLC, a Delaware corporation (the “Adviser”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2003 • Everest Funds • Nebraska

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”), made this 28 day of October, 2002, by and between EVEREST FUNDS, a Delaware Business Trust (the “Trust”), and EVEREST FUNDS MANGEMENT, LLC, a Delaware limited liability company (the “Adviser”).

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