0001580642-15-003502 Sample Contracts

UNDERWRITING AGREEMENT Between HAYS SERIES TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • August 14th, 2015 • Hays Series Trust • Nebraska

THIS UNDERWRITING AGREEMENT effective the 16th day of June, 2015, by and between HAYS SERIES TRUST, a Delaware statutory trust (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).

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FUND SERVICES AGREEMENT
Fund Services Agreement • August 14th, 2015 • Hays Series Trust • New York

THIS FUND SERVICES AGREEMENT (this “Agreement”) made as of the 16th day of June, 2015, by and between Hays Series Trust, a Delaware statutory trust having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 14th, 2015 • Hays Series Trust • Delaware

This Agreement is made and entered into effective as of July 31, 2015, by and between the Hays Series Trust, a Delaware statutory trust (the “Trust”) on behalf of the Hays US Opportunity Fund, a series of shares of the Trust (the “Fund”), and Hays Capital Management, LLC, a Tennessee limited liability company (the “Adviser”).

EXPENSE LIMITATION AGREEMENT HAYS SERIES TRUST
Expense Limitation Agreement • August 14th, 2015 • Hays Series Trust

This Agreement is into effective as of July 31, 2015, by and between the Hays US Opportunity Fund (the “Fund”), a series of shares of the Hays Series Trust, a Delaware statutory trust (the “Trust”) and Hays Capital Management, LLC, a Tennessee limited liability company (the “Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 14th, 2015 • Hays Series Trust • Delaware
Registered Investment Company Chief Compliance Officer Services Agreement
Chief Compliance Officer Services Agreement • August 14th, 2015 • Hays Series Trust • Kansas

THIS AGREEMENT (the “Agreement”) is entered into to be effective as of the 1st day of June, 2015, by and between BEACON COMPLIANCE CONSULTING, INC., a Kansas Corporation (“Beacon”), and Hays Series Trust, a Delaware Statutory Trust (the “Trust”). The effectiveness of this Agreement is subject to final approval by the Trustees of Hays Series Trust at its organizational meeting. Throughout this Agreement, the terms “us”, “our”, “we” and similar references shall mean and refer to Beacon and include Beacon’s duly authorized representatives, employees, attorneys and agents. Likewise, throughout this Agreement, the terms “you”, “yours”, and similar references shall mean and refer to the Trust and includes the Trust’s duly authorized representatives, employees, attorneys and agents.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 14th, 2015 • Hays Series Trust • Delaware

This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of this 31st day of July, 2015 by and between HAYS SERIES TRUST, a Delaware statutory trust (the “Trust”) and HAYS ADVISORY, LLC, a Tennessee limited liability company (“Hays Advisory”).

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