0001162044-10-000379 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • June 29th, 2010 • Catalyst Funds • New York

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

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DISTRIBUTION AGREEMENT
Distribution Agreement • June 29th, 2010 • Catalyst Funds • New York

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 19th day of May, 2010 by and among the Catalyst Funds (the “Fund”), an Ohio Business Trust, on behalf of its separate series, the SMH Representation Trust, SMH Capital Advisors, Inc (the "Adviser"), a Texas Corporation and Matrix Capital Group (the "Distributor"), a New York corporation.

CATALYST FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT SMH REPRESENTATION TRUST
And Security Agreement • June 29th, 2010 • Catalyst Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 19th day of May, 2010, by and between CATALYST FUNDS, an Ohio business trust (the “Trust”), on behalf of the SMH Representation Trust (the “Fund”), a series of the Trust, and SMH Capital Advisors, Inc. (the “Advisor”), the advisor of the Fund.

CATALYST FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT AMERICA FIRST FUNDS
And Security Agreement • June 29th, 2010 • Catalyst Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 25th day of May, 2010, by and between CATALYST FUNDS, an Ohio business trust (the “Trust”), on behalf of the AmericaFirst Quantitative Strategies Fund, the AmericaFirst Absolute Return Fund and the AmericaFirst Income Trends 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.

MANAGEMENT AGREEMENT Catalyst Funds Amendment Dated: July 1, 2010
Management Agreement • June 29th, 2010 • Catalyst Funds
CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND
Custody Agreement • June 29th, 2010 • Catalyst Funds
Catalyst Funds Distribution Agreement Schedule A
Distribution Agreement • June 29th, 2010 • Catalyst Funds

This Amendment will serve to update the portfolios covered by the Catalyst Funds Distribution Agreement dated April 28, 2006. All other terms of the agreement remain unchanged.

MANAGEMENT AGREEMENT
Management Agreement • June 29th, 2010 • Catalyst Funds
Amendment Number 15 to the Investment Company Services Agreement On behalf of its series, Catalyst Strategic Value Fund
Investment Company Services Agreement • June 29th, 2010 • Catalyst Funds

This Amendment Number 15, dated May 25, 2010 to Investment Company Services Agreement ("Agreement") dated April 28, 2006 between the Catalyst Funds, an Ohio Business Trust and Matrix Capital Group, a New York Corporation, is adopted to provide the following:

America First Funds Distribution Agreement Schedule A Portfolios and Fee Schedule Amendment 2 – May 25, 2010
Distribution Agreement • June 29th, 2010 • Catalyst Funds

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

Amendment Number 12 to the Investment Company Services Agreement On behalf of its series, SMH Representation Trust
Investment Company Services Agreement • June 29th, 2010 • Catalyst Funds

This Amendment Number 12, dated February 24, 2010 to Investment Company Services Agreement ("Agreement") dated April 28, 2006 between the Catalyst Funds, an Ohio Business Trust and Matrix Capital Group, a New York Corporation, is adopted to provide the following:

Amendment Number 14 to the Investment Company Services Agreement On behalf of its series, AmericaFirst Income Trends Fund
Investment Company Services Agreement • June 29th, 2010 • Catalyst Funds

This Amendment Number 14, dated May 25, 2010 to Investment Company Services Agreement ("Agreement") dated April 28, 2006 between the Catalyst Funds, an Ohio Business Trust and Matrix Capital Group, a New York Corporation, is adopted to provide the following:

Expense Limitation Agreement Amended May 25, 2010
Limitation Agreement • June 29th, 2010 • Catalyst Funds
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