Cottonwood Mutual Funds Sample Contracts

CUSTODY AGREEMENT Dated January 10, 2012 Between UMB BANK, N.A. and COTTONWOOD MUTUAL FUNDS CUSTODY AGREEMENT
Custody Agreement • February 27th, 2012 • Cottonwood Mutual Funds

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

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MANAGEMENT AGREEMENT ARMOUR TACTICAL FLEX FUND
Management Agreement • March 11th, 2014 • Cottonwood Mutual Funds • Delaware

The Trust has been organized to engage in the business of an open-end management investment company. You, ArmourWealth Management, LLC (“Adviser,” “you” and “your”) have been selected to act as the sole investment manager of the Armour Tactical Flex Fund (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

AGREEMENT AND DECLARATION OF TRUST OF COTTONWOOD MUTUAL FUNDS
Agreement and Declaration of Trust • March 15th, 2012 • Cottonwood Mutual Funds

THIS AGREEMENT AND DECLARATION OF TRUST of Cottonwood Mutual FUnds (“Trust”), effective as of February 1, 2012, is among Daniel T. Hart (the “Initial Trustee”), as Trustee, and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 11th, 2014 • Cottonwood Mutual Funds • Delaware

The Trust has been organized to engage in the business of an open-end management investment company. You have been selected to act as the sole investment adviser of the HAGIN Keystone Market Neutral Fund (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

DISTRIBUTION AGREEMENT
Distribution Agreement • March 11th, 2014 • Cottonwood Mutual Funds • New York

THIS AGREEMENT is made as of January 16, 2014 between Cottonwood Mutual Funds (the “Trust”), a Delaware statutory trust, and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

SERVICES AGREEMENT ARMOUR TACTICAL FLEX FUND
Services Agreement Armour Tactical Flex Fund • March 11th, 2014 • Cottonwood Mutual Funds • Delaware

AGREEMENT dated as of January 16, 2014, between Cottonwood Mutual Funds (the “Trust”), a Delaware statutory trust, and ArmourWealth Management, LLC (the “Adviser”), a Nebraska limited liability company.

APPENDIX B* CUSTODY AGREEMENT
Custody Agreement • April 30th, 2015 • Cottonwood Mutual Funds

The following open-end management investment companies ("Funds") are hereby made parties to the Custody Agreement dated January 10, 2012, with UMB Bank, n.a. ("Custodian") and Cottonwood Mutual Funds, and agree to be bound by all the terms and conditions contained in said Agreement:

APPENDIX B CUSTODY AGREEMENT
Custody Agreement • January 17th, 2014 • Cottonwood Mutual Funds

The following open-end management investment companies ("Funds") are hereby made parties to the Custody Agreement dated January 10, 2012, with UMB Bank, n.a. ("Custodian") and Cottonwood Mutual Funds, and agree to be bound by all the terms and conditions contained in said Agreement:

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Ohio

THIS AGREEMENT is made and entered into this 2nd day of March, 2012, by and between Cortland Fund Services LLC (“Cortland”), a Delaware limited liability company, having its principal place of business at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606, and Mutual Sharehodler Services, LLC, a Delaware Limited Liability Company (“MSS”).

AMENDED SERVICES AGREEMENT ARMOUR TACTICAL FLEX FUND
Amended Services Agreement Armour Tactical Flex Fund • May 9th, 2014 • Cottonwood Mutual Funds • Delaware

AGREEMENT dated as of May 8, 2014, between Cottonwood Mutual Funds (the “Trust”), a Delaware statutory trust, and ArmourWealth Management, LLC (the “Adviser”), a Delaware limited liability company.

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Ohio

THIS AGREEMENT is made and entered into this 2nd day of March, 2012, by and between Cortland Fund Services LLC (“Cortland”), a Delaware limited liability company having its principal place of business at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

EXHIBIT A
Cottonwood Mutual Funds • December 7th, 2012
APPENDIX B CUSTODY AGREEMENT
Custody Agreement • December 7th, 2012 • Cottonwood Mutual Funds

The following open-end management investment companies ("Funds") are hereby made parties to the Custody Agreement dated January 10, 2012, with UMB Bank, n.a. ("Custodian") and Cottonwood Mutual Funds, and agree to be bound by all the terms and conditions contained in said Agreement:

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 27th, 2012 • Cottonwood Mutual Funds

THIS AGREEMENT by and between HAGIN Capital, LLC (“Subscriber”), a Delaware limited liability company, and the Cottonwood Mutual Funds (“Trust”), a statutory trust organized and existing under and by virtue of the laws of the State of Delaware.

ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • March 15th, 2012 • Cottonwood Mutual Funds • Illinois

THIS ADMINISTRATION AGREEMENT (this “Agreement”) made as of February 14, 2012 between Cottonwood Mutual Funds(the “Trust”), a Delaware statutory trust,with its principal office at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606,and CORTLAND FUND SERVICES LLC, (“Cortland” or “Administrator”), aDelaware limited liability company with its principal office located at 225 W. Washington Street, Suite 1450, Chicago, Illinois 60606.

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