0001162044-11-000446 Sample Contracts

Amendment Number 1 to the Investment Company Services Agreement On behalf of its series, AmericaFirst Defensive Growth Fund
Investment Company Services Agreement • May 20th, 2011 • Catalyst Funds

This Amendment Number 1, dated February 16, 2011 to Investment Company Services Agreement ("Agreement") dated December 1, 2010 between the Catalyst Funds, an Ohio Business Trust and Matrix 360 Administration LLC (“Matrix”), a Limited Liability Company duly organized under the laws of the State of Delaware, is adopted to provide the following:

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Agreement Authorizing The Huntington National Bank to act as Lender’s Agent in Lending Securities
Securities Lending Agreement • May 20th, 2011 • Catalyst Funds • Ohio

This Agreement is made this 28th day of February, 2011, (the “Agreement”) between The Huntington National Bank in its individual capacity (hereinafter sometimes referred to as “Lender’s Agent”) and Catalyst Funds, (hereafter referred to as “Lender”), sets out the terms under which Lender’s Agent is authorized to act in its capacity as agent for Lender in connection with loans on securities held in accounts of Lender identified to Lender’s Agent by Lender.

America First Funds Distribution Agreement Schedule A
Distribution Agreement • May 20th, 2011 • Catalyst Funds

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

MANAGEMENT AGREEMENT
Management Agreement • May 20th, 2011 • Catalyst Funds
MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 20th, 2011 • Catalyst Funds • New York

This AGREEMENT is made and entered into as of this 16th day of February, 2011 by and between Catalyst Funds, an Ohio business trust (the “Trust”) and Abbington Capital Group LLC, a Delaware limited liability corporation with a principal place of business at 5 Abbington Drive, Lloyd Harbor, NY 11743 (“ACG”).

CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND
Custody Agreement • May 20th, 2011 • Catalyst Funds
CATALYST FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT AMERICA FIRST FUNDS
Operating Expenses Limitation and Security Agreement • May 20th, 2011 • Catalyst Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 16th day of February, 2011, by and between CATALYST FUNDS, an Ohio business trust (the “Trust”), on behalf of the AmericaFirst Quantitative Strategies Fund, the AmericaFirst Absolute Return Fund, AmericaFirst Income Trends Fund and the AmericaFirst Defensive Growth 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 Funds.

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