0001162044-06-000628 Sample Contracts

INVESTMENT COMPANY SERVICES AGREEMENT
Investment Company Services Agreement • December 19th, 2006 • Proactive Asset Allocation Funds • New York

This AGREEMENT, dated as of the 1st day of December, 2006, by and between Illington Funds (the “Fund”), a statutory business trust operating as an open-end, investment management company registered under the Investment Company Act of 1940, as amended (the “Act”), duly organized and existing under the laws of the Commonwealth of Massachusetts and Matrix Capital Group, Inc. (“Matrix”), a corporation duly organized under the laws of the State of New York (collectively, the "Parties").

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INVESTMENT ADVISORY AGREEMENT Between ILLINGTON FUNDS’ Illington Long-Short Equity Fund and ILLINGTON FUND MANAGEMENT LLC
Investment Advisory Agreement • December 19th, 2006 • Proactive Asset Allocation Funds • New York
INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • December 19th, 2006 • Proactive Asset Allocation Funds • New York

Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which are prepared or maintained by the Subadvisor on behalf of the Fund are the property of the Fund and will be surrendered promptly to the Fund on request.

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