0001162044-09-000769 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • December 30th, 2009 • 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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CATALYST FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 30th, 2009 • Catalyst Funds • New York

SUB-ADVISORY AGREEMENT, dated as of December 30, 2009, between Catalyst Capital Advisors LLC, a New York limited liability corporation (the "Adviser"), and Groesbeck Investment Management Corp., a New Jersey corporation (the “Sub-Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2009 • Catalyst Funds • New York

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the [ ] day of [ ], 2010 by and among the Catalyst Funds (the “Fund”), an Ohio Business Trust, on behalf of its separate series, the SMH Representation Trust, SMH Capital Advisors, Inc (the "Adviser"), a Texas Corporation and Matrix Capital Group (the "Distributor"), a New York corporation.

CATALYST FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT AMERICA FIRST FUNDS
Operating Expenses Limitation and Security Agreement • December 30th, 2009 • Catalyst Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the [ ]th day of [ ], 2010, by and between CATALYST FUNDS, an Ohio business trust (the “Trust”), on behalf of the America First Quantitative Strategies Fund and the America First Absolute Return Fund (each a “Fund” and together the “Funds”), each a series of the Trust, and America First Capital Management, LLC (the “Advisor”), the advisor of the Fund.

CATALYST FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT COMPASS EMP FUNDS
Operating Expenses Limitation and Security Agreement • December 30th, 2009 • Catalyst Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 30th day of December, 2009, by and between CATALYST FUNDS, an Ohio business trust (the “Trust”), on behalf of the Compass EMP Conservative to Moderate Fund, Compass EMP Long-Term Growth Fund and Compass EMP Alternative Investment Fund (each a “Fund” and together the “Funds”), each a series of the Trust, and Compass Advisory Group, LLC (the “Advisor”), the advisor of the Funds.

Letter Agreement
Management Agreement • December 30th, 2009 • Catalyst Funds
Catalyst Funds Distribution Agreement Schedule A
Distribution Agreement • December 30th, 2009 • 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 FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 30th, 2009 • Catalyst Funds

THIS FIRST AMENDMENT, dated as of December 15, 2009, to the Custody Agreement dated as of December 26, 2008 (the “Custody Agreement”), is entered into by and between CATALYST FUNDS, an Ohio business trust (the “Trust”) and U.S. NATIONAL BANK ASSOCIATION, a national banking association (the “Custodian”).

Amendment Number 12 to the Investment Company Services Agreement On behalf of its series, SMH Representation Trust
Investment Company Services Agreement • December 30th, 2009 • Catalyst Funds

This Amendment Number 12, dated February 24, 2010 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:

MANAGEMENT AGREEMENT Catalyst Funds Amendment Dated: December 30, 2009
Management Agreement • December 30th, 2009 • Catalyst Funds
MANAGEMENT AGREEMENT Compass EMP Funds Amendment Dated: December 30, 2009
Management Agreement • December 30th, 2009 • Catalyst Funds
America First Funds Distribution Agreement Schedule A
Distribution Agreement • December 30th, 2009 • Catalyst Funds

This Amendment will serve to update the portfolios covered by the America First Funds Distribution Agreement dated August 20, 2007. All other terms of the agreement remain unchanged.

Amendment Number 11 to the Investment Company Services Agreement On behalf of its series, Listed Private Equity Plus Fund
Investment Company Services Agreement • December 30th, 2009 • Catalyst Funds

This Amendment Number 11, dated December 31, 2009 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:

CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND
Custody Agreement • December 30th, 2009 • Catalyst Funds
Amendment Number 9 to the Investment Company Services Agreement On behalf of its series, Catalyst/Groesbeck Growth of Income Fund
Investment Company Services Agreement • December 30th, 2009 • Catalyst Funds

This Amendment Number 9, dated December 30, 2009 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:

Expense Limitation Agreement Amended December 24, 2009
Expense Limitation Agreement • December 30th, 2009 • Catalyst Funds
Amendment Number 10 to the Investment Company Services Agreement On behalf of its series, Compass EMP Alternative Investment Fund
Investment Company Services Agreement • December 30th, 2009 • Catalyst Funds

This Amendment Number 10, dated December 30, 2009 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:

CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND
Custody Agreement • December 30th, 2009 • Catalyst Funds
Compass EMP Funds Distribution Agreement Schedule A
Distribution Agreement • December 30th, 2009 • Catalyst Funds

This Amendment will serve to update the portfolios covered by the Compass EMP Funds Distribution Agreement dated November 3, 2008. All other terms of the agreement remain unchanged.

Amendment Number 13 to the Investment Company Services Agreement On behalf of its series, AmericaFirst Absolute Return Fund
Investment Company Services Agreement • December 30th, 2009 • Catalyst Funds

This Amendment Number 13, dated February 24, 2010 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:

MANAGEMENT AGREEMENT
Management Agreement • December 30th, 2009 • Catalyst Funds
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