Whitebox Mutual Funds Sample Contracts

Exhibit (e)(1) Amended & Restated Distribution Agreement between Registrant and ALPS Distributors, Inc.
Distribution Agreement • February 28th, 2013 • Whitebox Mutual Funds • Delaware

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this “Agreement”) is made as of October 22, 2012, between Whitebox Mutual Funds (the “Fund”), a statutory trust organized under the laws of the State of Delaware, and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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EXHIBIT (h)(1) Transfer Agency and Service Agreement dated as of July 20, 2011 between Registrant and ALPS Fund Services, Inc.
Transfer Agency and Services Agreement • February 28th, 2013 • Whitebox Mutual Funds • Delaware

THIS TRANSFER AGENCY AND SERVICES AGREEMENT (this “Agreement”) is made as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

EXHIBIT (d)(1) Form of Investment Advisory Agreement dated as of July 20, 2011 between Registrant and Whitebox Advisors, LLC
Investment Advisory Agreement • February 28th, 2013 • Whitebox Mutual Funds • Delaware

AGREEMENT, dated and effective as of July 20, 2011, by and between Whitebox Mutual Funds (“Trust”), a Delaware statutory trust, and Whitebox Advisors, LLC (“Adviser”), a Delaware limited liability company.

EXHIBIT (e)(1) Form of Distribution Agreement dated as of July 20, 2011 between Registrant and ALPS Distributors, Inc.
Distribution Agreement • August 17th, 2012 • Whitebox Mutual Funds • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of July 20, 2011, between Whitebox Mutual Funds (the “Fund”), a statutory trust organized under the laws of the State of Delaware, and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

BROKER DEALER SELLING AGREEMENT
Broker Dealer • September 30th, 2011 • Whitebox Mutual Funds • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business (hereinafter “Broker/Dealer”).

Exhibit (h)(3) Administration, Bookkeeping and Pricing Services Agreement between Registrant and ALPS Fund Services, Inc.
Pricing Services Agreement • February 28th, 2013 • Whitebox Mutual Funds • Delaware

THIS ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT (this “Agreement”) is made as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

EXHIBIT (g) Custody Agreement dated as of July 20, 2011 between Registrant and Wells Fargo Bank, N.A.
Custody Agreement • February 28th, 2013 • Whitebox Mutual Funds • Minnesota

THIS CUSTODY AGREEMENT (this “Agreement”), dated and effective as of July 20, 2011, is entered into between Whitebox Mutual Funds (the “Company”), a Delaware Statutory Trust organized under the laws of the State of Delaware with its principal place of business at 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota, and Wells Fargo Bank, N.A. (the “Custodian”), a banking association organized under the laws of the United States of America with a principal place of business at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479.

Exhibit (h)(4) Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • October 31st, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated February 18, 2014 to the Administration, Bookkeeping and Pricing Services Agreement (the “Agreement”), as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). This Amendment supersedes and replaces Amendment No. 1 to the Agreement.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • February 28th, 2013 • Whitebox Mutual Funds • Delaware

This Agreement and Plan of Reorganization (“AGREEMENT”) is made as of October 22, 2012, by and between WHITEBOX LONG SHORT EQUITY PARTNERS, L.P., a British Virgin Islands limited partnership (the “Acquired Fund”) and WHITEBOX MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), on behalf of its series, the WHITEBOX LONG SHORT EQUITY FUND (the “Acquiring Fund”).

EXHIBIT (h)(2) Form of Administration, Bookkeeping and Pricing Services Agreement dated as of July 20, 2011 between Registrant and ALPS Fund Services, Inc.
Services Agreement • August 17th, 2012 • Whitebox Mutual Funds • Delaware

THIS ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT (this “Agreement”) is made as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

EXHIBIT (h)(1) Form of Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc.
Transfer Agency and Services Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

THIS TRANSFER AGENCY AND SERVICES AGREEMENT (this “Agreement”) is made as of [ ], between Whitebox Mutual Funds, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

EXHIBIT (d)(2) Form of Fee Waiver and Expense Reimbursement Agreement between Registrant and Whitebox Advisors, LLC
Waiver and Expense Reimbursement Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

WHEREAS, the parties have entered into an Investment Advisory Agreement with respect to the Funds dated as of [ ] (“Advisory Agreement”); and

Exhibit (d)(4) Amendment No. 1 to Fee Waiver and Expense Reimbursement Agreement between Registrant and Whitebox Advisors, LLC
Reimbursement Agreement • February 28th, 2013 • Whitebox Mutual Funds

This Amendment No. 1 (this “Amendment”), dated October 22, 2012 to the Fee Waiver and Expense Reimbursement Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and Whitebox Advisors, LLC (“Adviser”), a Delaware limited liability company.

Exhibit (e)(2) Amendment No. 1 to Amended and Restated Distribution Agreement
Distribution Agreement • April 11th, 2014 • Whitebox Mutual Funds

This Amendment No. 1 (this “Amendment”), dated February 18, 2014 to the Amended and Restated Distribution Agreement (the “Agreement”), dated as of October 22, 2012, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Distributors, Inc. (“ALPS”), a Colorado corporation.

INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • September 30th, 2011 • Whitebox Mutual Funds

THIS INITIAL CAPITAL AGREEMENT is entered into as of September 1, 2011 by and between Whitebox Advisors, LLC (“Purchaser”) and Whitebox Mutual Funds, a Delaware statutory trust (the “Trust”).

Exhibit (h)(2) Amendment No. 1 to Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc.
Agency and Services Agreement • February 28th, 2013 • Whitebox Mutual Funds

This Amendment No. 1 (this “Amendment”), dated July 16, 2012 to the Transfer Agency and Services Agreement (the “Agreement”), dated July 20, 2012, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Exhibit (d)(2) Amendment No. 1 to Investment Advisory Agreement between Registrant and Whitebox Advisors, LLC
Investment Advisory Agreement • February 28th, 2013 • Whitebox Mutual Funds

This Amendment No. 1 (this “Amendment”), dated October 22, 2012 to the Investment Advisory Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and Whitebox Advisors, LLC (“Adviser”), a Delaware limited liability company.

Exhibit (h)(4) Amendment No. 1 to Administration, Bookkeeping and Pricing Services Agreement between Registrant and ALPS Fund Services, Inc.
Services Agreement • February 28th, 2013 • Whitebox Mutual Funds

This Amendment No. 1 (this “Amendment”), dated July 16, 2012 to the Administration, Bookkeeping and Pricing Services Agreement (the “Agreement”), as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Exhibit (d)(4) Amendment No. 4 to Fee Waiver and Expense Reimbursement Agreement
Reimbursement Agreement • January 16th, 2015 • Whitebox Mutual Funds

This Amendment No. 4 (this “Amendment”), dated November 5, 2014 to the Fee Waiver and Expense Reimbursement Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Trust”), and Whitebox Advisors LLC (“Adviser”), a Delaware limited liability company. This Amendment supersedes and replaces all previous amendments to the Agreement.

EXHIBIT (d)(2) Form of Fee Waiver and Expense Reimbursement Agreement dated as of July 20, 2011 between Registrant and Whitebox Advisors, LLC
Reimbursement Agreement • August 17th, 2012 • Whitebox Mutual Funds • Delaware

WHEREAS, the parties have entered into an Investment Advisory Agreement with respect to the Funds dated as of July 20, 2011 (“Advisory Agreement”); and

Exhibit (d)(2) Amendment No. 2 to Investment Advisory Agreement
Investment Advisory Agreement • October 31st, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated February 18, 2014 to the Investment Advisory Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Trust”), and Whitebox Advisors LLC (“Adviser”), a Delaware limited liability company. This Amendment supersedes and replaces Amendment No. 1 to the Agreement.

Exhibit (h)(4) Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • April 11th, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated February 18, 2014 to the Administration, Bookkeeping and Pricing Services Agreement (the “Agreement”), as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). This Amendment supersedes and replaces Amendment No. 1 to the Agreement.

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 17th, 2011 • Whitebox Mutual Funds • Delaware

Distribution Agreement (the “Agreement”) made this 1st day of November, 2011, by and between the Whitebox Mutual Funds, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

Exhibit (e)(2) Amendment No. 1 to Amended and Restated Distribution Agreement
Distribution Agreement • October 31st, 2014 • Whitebox Mutual Funds

This Amendment No. 1 (this “Amendment”), dated February 18, 2014 to the Amended and Restated Distribution Agreement (the “Agreement”), dated as of October 22, 2012, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Distributors, Inc. (“ALPS”), a Colorado corporation.

EXHIBIT (d)(2) Form of Fee Waiver and Expense Reimbursement Agreement dated as of July 20, 2011 between Registrant and Whitebox Advisors, LLC
Reimbursement Agreement • June 24th, 2011 • Whitebox Mutual Funds • Delaware

WHEREAS, the parties have entered into an Investment Advisory Agreement with respect to the Funds dated as of July 20, 2011 (“Advisory Agreement”); and

Exhibit (h)(2) Amendment No. 2 to Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • October 31st, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated February 18, 2014 to the Transfer Agency and Services Agreement (the “Agreement”), dated July 20, 2012, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). This Amendment supersedes and replaces Amendment No. 1 to the Agreement.

Exhibit (d)(3) Fee Waiver and Expense Reimbursement Agreement between Registrant and Whitebox Advisors, LLC
Fee Waiver and Expense Reimbursement Agreement • February 28th, 2013 • Whitebox Mutual Funds • Delaware

WHEREAS, the parties have entered into an Investment Advisory Agreement with respect to the Funds dated as of July 20, 2011 (“Advisory Agreement”); and

Exhibit (d)(5) Amendment No. 2 to Fee Waiver and Expense Reimbursement Agreement between Registrant and Whitebox Advisors LLC
Reimbursement Agreement • January 31st, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated November 6, 2013 to the Fee Waiver and Expense Reimbursement Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and Whitebox Advisors LLC (“Adviser”), a Delaware limited liability company.

Exhibit (d)(4) Amendment No. 3 to Fee Waiver and Expense Reimbursement Agreement
Reimbursement Agreement • April 11th, 2014 • Whitebox Mutual Funds

This Amendment No. 3 (this “Amendment”), dated February 18, 2014 to the Fee Waiver and Expense Reimbursement Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Trust”), and Whitebox Advisors LLC (“Adviser”), a Delaware limited liability company. This Amendment supersedes and replaces Amendment No. 2 to the Agreement, which superseded and replaced Amendment No. 1 to the Agreement.

Exhibit (h)(2) Amendment No. 2 to Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • April 11th, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated February 18, 2014 to the Transfer Agency and Services Agreement (the “Agreement”), dated July 20, 2012, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). This Amendment supersedes and replaces Amendment No. 1 to the Agreement.

Exhibit (d)(2) Amendment No. 2 to Investment Advisory Agreement
Investment Advisory Agreement • April 11th, 2014 • Whitebox Mutual Funds

This Amendment No. 2 (this “Amendment”), dated February 18, 2014 to the Investment Advisory Agreement (the “Agreement”), dated as of July 20, 2011, between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Trust”), and Whitebox Advisors LLC (“Adviser”), a Delaware limited liability company. This Amendment supersedes and replaces Amendment No. 1 to the Agreement.

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