0001162044-08-000119 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • February 29th, 2008 • Catalyst Funds • New York

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers several series of shares to investors.

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LISTED PRIVATE EQUITY PLUS FUND A SEPARATE SERIES OF THE CATALYST FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • February 29th, 2008 • Catalyst Funds • New York

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 25th day of April 2007 by and among Listed Private Equity Plus Fund (the "Fund") a separate series of the Catalyst Funds, an Ohio Business Trust, Vista Research and Management LLC, (the "Adviser"), a New York Limited Liability Company and Matrix Capital Group (the "Distributor"), a New York corporation.

CATALYST FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 29th, 2008 • Catalyst Funds • New York

SUB-ADVISORY AGREEMENT, dated as of September 28, 2007, between Catalyst Capital Advisors LLC, a New York limited liability corporation (the "Adviser"), and PROACTIVE Money Management, Inc., a Missouri corporation (the "Sub-Adviser").

Letter Agreement
Management Agreement • February 29th, 2008 • Catalyst Funds
Catalyst Funds Amendment Number 2 to the Investment Company Services Agreement On behalf of its series, the Catalyst OPTI-flex Fund
Investment Company Services Agreement • February 29th, 2008 • Catalyst Funds

This Amendment Number 2, dated August 20, 2007 to the Investment Company Services Agreement ("Agreement") dated April 28, 2006 between the Catalyst Funds, an Ohio Business Trust and Matrix Capital Group, a New York Corporation, is adopted to provide the following:

Catalyst Funds Amendment Number 3 to the Investment Company Services Agreement On behalf of its series, America First Income Strategies Fund and America First Prestige Fund
Investment Company Services Agreement • February 29th, 2008 • Catalyst Funds

This Amendment Number 3, dated September 25, 2007 to Investment Company Services Agreement ("Agreement") dated April 28, 2006 between the Catalyst Funds, an Ohio Business Trust and Matrix Capital Group, a New York Corporation, is adopted to provide the following:

Catalyst Funds Distribution Agreement
Distribution Agreement • February 29th, 2008 • Catalyst Funds

This Amendment will serve to update the portfolios covered by the Catalyst Funds Distribution Agreement dated April 28, 2006. All other terms of the agreement remain unchanged.

CATALYST FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT SBM FUNDS
Operating Expenses Limitation and Security Agreement • February 29th, 2008 • Catalyst Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 28th day of February, 2008, by and between CATALYST FUNDS, an Ohio business trust (the “Trust”), on behalf of the SBM Strategic Income Fund and the SBM Value Fund (the “Funds”), each a series of the Trust, and SBM Financial, LLC (the “Advisor”), the advisor of the Fund.

CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND
Custody Agreement • February 29th, 2008 • Catalyst Funds
Amendment Number 4 to the Investment Company Services Agreement On behalf of its series, SBM Strategic Income Fund and SBM Value Fund
Investment Company Services Agreement • February 29th, 2008 • Catalyst Funds

This Amendment Number 4, dated February 28, 2008 to Investment Company Services Agreement ("Agreement") dated April 28, 2006 between the Catalyst Funds, an Ohio Business Trust and Matrix Capital Group, a New York Corporation, is adopted to provide the following:

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