0001144204-06-028078 Sample Contracts

MONTEAGLE FUNDS SUBADVISORY AGREEMENT
Monteagle Funds • July 11th, 2006 • Memorial Funds • Delaware

AGREEMENT made as of the 14th day of July, 2006, by and among Monteagle Funds, a Delaware business trust, with its principal office and place of business at 6550 Directors Parkway, Abilene, Texas 79606, (the “Trust”); Nashville Capital Corporation, a Tennessee corporation, with its principal office and place of business at 209 Tenth Avenue South, Suite 332, Nashville, Tennessee 37203 (the “Adviser”); and Howe and Rusling, Inc., a New York Corporation, with its principal office and place of business at 120 East Avenue, Rochester, New York 14604 (the “Subadviser”).

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 11th, 2006 • Memorial Funds • Ohio

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 5th day of June, 2006, by and between Unified Series Trust ("Unified"), an Ohio business trust, with its principal place of business at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, with respect to the Monteagle Fixed Income Fund, the Monteagle Value Fund, and the Monteagle Large Cap Growth Fund, each a separate series of Unified (each an "Transferring Fund" and, together, the "Transferring Funds"), and Memorial Funds ("Memorial"), a Delaware business trust, with its principal place of business at 6550 Directors Parkway, Abilene, Texas 79606, with respect to the Memorial Government Bond Fund, the Monteagle Value Fund ("Memorial/Monteagle Value Fund") and the Monteagle Large Cap Growth Fund ("Memorial/Monteagle Large Cap Growth Fund"), each a separate series of Memorial (each an "Acquiring Fund" and, together, the "Acquiring Funds", and collectively with the Transferring Funds, the "Funds).

UNDERWRITING AGREEMENT
Underwriting Agreement • July 11th, 2006 • Memorial Funds • Delaware

THIS AGREEMENT is made as of July 14, 2006, by and between Monteagle Funds (formerly the Memorial Funds) (the “Trust”), a Delaware Business Trust, and Citco Mutual Fund Distributors, Inc., a Delaware corporation (“Underwriter”).

MONTEAGLE FUNDS MANAGEMENT AGREEMENT
Monteagle Funds • July 11th, 2006 • Memorial Funds • Delaware

AGREEMENT made as of the 14th day of July, 2006, by and between Monteagle Funds, formerly Memorial Funds (the “Trust”), a Delaware business trust with their principal office and place of business at 6550 Directors Parkway, Abilene, Texas 79606; Parkway Advisors, L.P. (“Parkway”), a Texas Partnership, with their principal office and place of business at 6550 Director’s Parkway, Abilene, Texas 79608; and Nashville Capital Corporation (“Nashville”), a Tennessee corporation, with their principal office and place of business at 209 Tenth Avenue South, Suite 332, Nashville, Tennessee 37203 - collectively Parkway and Nashville shall be referred to herein as the “Advisers”).

MUTUAL FUND SERVICES AGREEMENT
Mutual Fund Services Agreement • July 11th, 2006 • Memorial Funds • Delaware

THIS AGREEMENT is made as of this 14th day of July, 2006, by and between MONTEAGLE FUNDS (the "Trust"), a Delaware business trust and CITCO MUTUAL FUND SERVICES, INC. ("CMFS"), a corporation organized under the laws of the State of Delaware.

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