0001162044-09-000062 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • February 6th, 2009 • SGM Funds • Ohio

The Trust has been organized to engage in the business of an open-end management investment company. The Trust anticipates offering one or more series of shares to investors.

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ADMINISTRATION AGREEMENT
Administration Agreement • February 6th, 2009 • SGM Funds • Ohio

SGM Funds (the “Trust”) herewith confirms our agreement with you. The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently, or expects to, offer one or more series of shares to investors.

CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK SGM FUNDS
Custody Agreement • February 6th, 2009 • SGM Funds • Ohio

This agreement (the "Agreement") is entered into as of the _2nd day of January 2009 , by and between SGM Funds, an Ohio statutory trust (the "Trust") and The Huntington National Bank, (the "Custodian"), a national banking association having its principal office at 41 South High Street, Columbus, Ohio 43215.

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • February 6th, 2009 • SGM Funds • Ohio

THIS AGREEMENT is made and entered into this __3rd__ day of December, 2008, by and between SGM Funds (the “Trust”), an Ohio business trust having its principal place of business at 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 6th, 2009 • SGM Funds • Ohio

THIS AGREEMENT is made and entered into this __3rd___ day of December, 2008, by and between the SGM Funds (the “Trust”), an Ohio business trust having its principal place of business at 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

SUBSCRIPTION AGREEMENT BETWEEN THE TRUST AND THE INVESTOR(S) SGM HARD ASSET FUND A SERIES OF SGM FUNDS LETTER OF INVESTMENT INTENT
Subscription Agreement • February 6th, 2009 • SGM Funds

The undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") of the SGM Global Hard Asset Fund, a series of SGM Funds, in the amount of $100,000.00 for 10,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.

SGM FUNDS OPERATING EXPENSE LIMITATION AND SECURITY AGREEMENT SGM GLOBAL HARD ASSET FUND
Operating Expense Limitation and Security Agreement • February 6th, 2009 • SGM Funds • Ohio

THIS OPERATING EXPENSE LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 10th day of December, 2008, by and between SGM FUNDS, an Ohio business trust (the “Trust”), on behalf of SGM Global Hard Asset Fund (the “Fund”), a series of the Trust, SGM Fund Management LLC (the “Adviser”), the adviser of the Fund, Mandis Holdings LLC, sole member of the Adviser, and Alexandra E. Mandis (the “Control Persons”).

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