0001162044-12-000332 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 12th, 2012 • PSG Capital Management Trust • Delaware

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

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By-Laws of PSG CAPITAL MANAGEMENT TRUST
By-Laws • April 12th, 2012 • PSG Capital Management Trust
TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • April 12th, 2012 • PSG Capital Management Trust • Ohio

THIS AGREEMENT is made and entered into this 27th day of March, 2012 by andbetween PSG Capital Management Trust(the “Trust”), an Delaware (state) business trust having itsprincipal place of business at 8161 Maple Lawn Blvd., Suite 400, Fulton, MD 20759(address), and MutualShareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

CUSTODY AGREEMENT
Custody Agreement • April 12th, 2012 • PSG Capital Management Trust • Ohio

THIS CUSTODY AGREEMENT (“Agreement”), dated as of March 14, 2012, is entered into by and between THE HUNTINGTON NATIONAL BANK, anational bank organized under the laws of the United States (the “Custodian” or “Bank”), and PSGCapital Management Trust, a business trust formed under the laws of the State of Delaware(“Trust”).

SUBSCRIPTION AGREEMENT BETWEEN THE FUNDS AND THE INVESTOR PSG TACTICAL GROWTH FUND LETTER OF INVESTMENT INTENT
Subscription Agreement • April 12th, 2012 • PSG Capital Management Trust

Effective March 27, 2012, the undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the PSG TACTICAL GROWTH FUND, 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.

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • April 12th, 2012 • PSG Capital Management Trust • Ohio

THIS AGREEMENT is made and entered into this _27 day of March,2012, by andbetween the PSG Capital Management Trust(the “Trust”), an Delaware (state) business trust having itsprincipal place of business at 8161 Maple Lawn Blvd., Suite 400, Fulton, MD 20759 (address), and MutualShareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

PSG CAPITAL MANAGEMENT TRUST OPERATING EXPENSES LIMITATION AGREEMENT PSG Investment Advisors, LLC
Operating Expenses Limitation Agreement • April 12th, 2012 • PSG Capital Management Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the __ day of April, 2012, by and between PSG CAPITAL MANAGEMENT TRUST, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed in Appendix A (the "Fund"), and the investment adviser of the Fund, PSG Investment Advisors, LLC (the “Adviser”).

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