0001162044-10-000797 Sample Contracts

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust • Ohio

THIS AGREEMENT is made and entered into this _____ day of _______, 2010, by and between the Pinnacle Capital Managemnet Funds Trust (the “Trust”), a Delaware statutory trust having its principal place of business at 100 Limestone Plaze, Fayetteville, New York 13066, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

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ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust • Ohio

THIS AGREEMENT is made and entered into this _____ day of _______, 2010, by and between the Pinnacle Capital Management Funds Trust (the “Trust”), a Delaware statutory trust trust having its principal place of business at 100 Limestone Plaze, Fayetteville, New York 13066, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

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CUSTODY AGREEMENT
Custody Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust • Ohio

THIS CUSTODY AGREEMENT (“Agreement”), dated as of ___________________________, 2009, is entered into by and between THE HUNTINGTON NATIONAL BANK, a national bank organized under the laws of the United States (the “Custodian” or “Bank”), and _________________________________________, a business trust formed under the laws of the State of _______________________ (“Trust”).

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AGREEMENT AND DECLARATION OF TRUST OF PINNACLE CAPITAL MANAGEMENT FUNDS TRUST
Agreement and Declaration • December 3rd, 2010 • Pinnacle Capital Management Funds Trust

THIS AGREEMENT AND DECLARATION OF TRUST of Pinnacle Capital Management Funds Trust (“Trust”), effective as of November 19, 2010, is among Steven R. Pickard (the “Initial Trustee”), as Trustee, and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.

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SERVICES AGREEMENT
Services Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust • Delaware

AGREEMENT dated as of November 19, 2010, between Pinnacle Capital Management Funds Trust (the “Trust”), a Delaware statutory trust, and Pinnacle Capital Management, LLC (the “Adviser”), a New York Limited Liability Company.

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DISTRIBUTION AGREEMENT
Distribution Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust • New York

THIS AGREEMENT is made as of November 19, 2010, between Pinnacle Capital Management Funds Trust (“Fund”), a Delaware statutory trust, and Pinnacle Investments, LLC (“Distributor”), a New York limited liability company

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SUBSCRIPTION AGREEMENT
Subscription Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust

THIS AGREEMENT by and between Pinnacle Investments 401(k) & PSP FBO Steven R. Pickard (“Subscriber”), a citizen and resident of the State of New York, and the Pinnacle Capital Management Funds Trust (“Trust”), a statutory trust organized and existing under and by virtue of the laws of the State of Delaware.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 3rd, 2010 • Pinnacle Capital Management Funds Trust • Delaware

The Pinnacle Capital Management Funds Trust (the “Trust”) herewith confirms our “Agreement” with you, Pinnacle Capital Management, LLC.

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