DRAFT
    - TO BE REVIEWED AND APPROVED BY BOARD APPROVED EXTERNAL LEGAL COUNSEL -

                                  ADVISORY FEE
                                ESCROW AGREEMENT


     This  Escrow  Agreement   ("Agreement")  dated  as  of  this  ____  day  of
____________,  2003 is among Blue and White Funds  Trust,  a Delaware  statutory
trust (the "Trust"),  on behalf of the Blue & White Fund (the "Fund"),  and Blue
and White Investment Management,  LLC, a Delaware limited liability company (the
"Adviser"), and U.S. Bank, N.A. (the "Escrow Agent").

     WHEREAS,  the Trust and the Advisor have  entered into an Interim  Advisory
Agreement (the "Interim Agreement") on behalf of the Fund, pursuant to which the
Advisor has agreed to provide investment management and advisory services to the
Fund and is entitled to receive investment advisory fees in respect thereof (the
"Advisory Fees"); and

     WHEREAS, the Trust and the Advisor desire that the Advisory Fees that would
otherwise be paid to the Advisor by the Fund  pursuant to the Interim  Agreement
be deposited by the Fund in escrow pursuant to the terms of this Agreement; and

     WHEREAS,  the  Trust,  on  behalf of the Fund,  and the  Advisor  desire to
establish the escrow as provided herein for the deposit of the Advisory Fees;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, it is agreed as follows:

     1. DEPOSITS AND THE ESCROW AMOUNT.  On each date on which Advisory Fees are
payable to the Advisor under the Interim Agreement relating to any period during
which the Interim  Agreement is in effect,  the Fund will wire funds for deposit
with the  Escrow  Agent in an  amount  equal to the  Advisory  Fees  that  would
otherwise be payable by the Fund to the Advisor on such date,  to be held by the
Escrow  Agent in  accordance  with  the  terms  and  provisions  of this  Escrow
Agreement  (the  "Deposits").  Not less than two (2) business days prior to each
such payment  date, a duly  authorized  officer of the Fund shall furnish to the
Escrow Agent a calculation  of the amount of Advisory Fees that would be payable
to the Advisor on such payment date, and the Escrow Agent shall be  conclusively
entitled  to  rely on such  calculation  for  purposes  of this  Agreement.  The
Deposits  of  the  Fund,   together  with  all  interest  earned  thereon,   all
distributions  in  respect  thereof  from time to time,  and all other  property
hereafter  received  by the  Escrow  Agent in  respect  thereof  or in  exchange
therefor,  is  hereinafter  referred to as the "Fund Escrow  Amount." The Escrow
Agent shall  maintain  separate  sub-account  records  with  respect to the Fund
Escrow Amount.

     2.  APPOINTMENT OF ESCROW AGENT AND  INDEMNIFICATION.  U.S.  Bank,  N.A. is
hereby  appointed  as Escrow  Agent upon the terms and  conditions  hereof.  All
parties  agree  that the duties of the Escrow  Agent are solely  ministerial  in
nature and have been requested for their  convenience  and that the Escrow Agent
has no implied  duties.  The Escrow Agent shall not be deemed to be the agent of
the Trust,  the Fund or the Advisor,  to be a party to any document  relating to
the subject  matter  hereof other than this  Agreement,  or to have any legal or
beneficial interest in the Escrow Amount.



                                      DRAFT
    - TO BE REVIEWED AND APPROVED BY BOARD APPROVED EXTERNAL LEGAL COUNSEL -

     3.  DISTRIBUTIONS FROM ESCROW AMOUNT. The Escrow Agent shall distribute the
Fund Escrow  Amount,  or any portion  thereof,  to the Advisor upon receipt of a
certificate  of a duly  authorized  officer  of the Fund that  such Fund  Escrow
Amount or portion  thereof is to be distributed to the Advisor  pursuant to Rule
15a-4 under the Investment Company Act of 1940, as amended.

     4.  INTEREST.  The Escrow  Agent shall pay daily  interest on the  Deposits
equal to the federal funds rate.

     5. ADJUSTMENTS OF ESCROW AMOUNT.  The Escrow Agent shall receive and add to
the  Escrow  Amount  all  interest  and  subtract  from the  Escrow  Amount  all
distributions as provided herein.

     6.  MISCELLANEOUS.  This  Agreement and the rights and  obligations  of the
parties arising  therefrom shall be construed in accordance with the laws (other
than the conflict of laws rules) of the State of Delaware. This Agreement may be
executed in counterparts and each such counterpart  shall constitute one and the
same  instrument.  This  Agreement  contains  the entire  agreement  between the
parties  relating  to the  transaction  contemplated  hereby  and all  prior  or
contemporaneous agreements, understandings, representations and statements, oral
or written, are merged herein and superseded hereby.

     IN WITNESS WHEREOF,  the parties hereto have, as of the date above written,
executed this Agreement.

BLUE AND WHITE FUNDS TRUST, ON BEHALF OF     BLUE AND WHITE INVESTMENT
BLUE & WHITE FUND                            MANAGEMENT, LLC

By:  _______________________________         By:  ______________________________
Name:  _____________________________         Name:  ____________________________
Title:  ____________________________         Title:  ___________________________


U.S. BANK, AS ESCROW AGENT

By:  _______________________________
Name:  _____________________________
Title:  ____________________________

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