Exhibit (d)(2) Amendment No. 1 to Investment Advisory Agreement between Registrant and Whitebox Advisors, LLC

Exhibit (d)(2)

Amendment No. 1 to

Investment Advisory Agreement

between Registrant and

Whitebox Advisors, LLC

Amendment No. 1 to

Investment Advisory Agreement

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.

WHEREAS, the Trust and Adviser wish to amend the Agreement whereby the List of Portfolios (Appendix A) is modified to account for a new series of the Trust.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Appendix A to the Agreement is deleted in its entirety and replaced with the Appendix A attached hereto; and

Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. All capitalized terms herein shall have the same meaning as ascribed to them in the Agreement. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the day and year first above written.

WHITEBOX MUTUAL FUNDS						WHITEBOX ADVISORS, LLC
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxx Xxxxxxxxx
		Xxxxx Xxxxxx				Name:		Xxxx Xxxxxxxxx
		President				Title:		CCO

[Amendment No. 1 to Investment Advisory Agreement]

EXHIBIT A

Name of Series		Commencement Date		Advisory Fee
				Each fee will be based on the average daily net assets of the Fund managed by the Adviser, and calculated as described in Section 6 of the Agreement.
Whitebox Tactical Opportunities Fund		December 1, 2011		1.00%
Whitebox Enhanced Convertible Fund		December 1, 2011		1.00%
Whitebox Long Short Equity Fund		November 1, 2012		1.50%