SUBSCRIPTION AGREEMENT

Hillier Capital Management Funds Trust
1526 Waukazoo Drive
Holland, Michigan 49424

Ladies and Gentlemen:

The undersigned hereby subscribes to Ten Thousand (10,000) units of beneficial interest (such units of beneficial interest being hereinafter referred to as “Shares”) in the Hillier Capital Management Funds Trust, a Delaware statutory trust (the “Trust”), representing Shares in the Trust’s series, Hillier Capital Stable Currency Fund (the “Fund”), in consideration for which the undersigned agrees to transfer to the Fund upon demand cash in the amount of One Hundred Thousand Dollars ($100,000).

It is understood that upon acceptance hereof by the Fund that the Shares shall be issued to the undersigned and shall be deemed to be fully paid and nonassessable. The undersigned represents that the Shares are being purchased for investment with no present intention of reselling or redeeming the Shares.

Dated and effective as of this ___ day of _______, 2004.

_____________________________________

Michael Smorch

ACCEPTANCE

The foregoing subscription is hereby accepted. Dated and effective as of this ___ day of _______, 2004.

HILLIER CAPITAL MANAGEMENT FUNDS TRUST

By:_____________________________________

      Michael Smorch, President