0000894189-09-001200 Sample Contracts

PROSPECTOR FUNDS, INC. TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 14th day of September 2007, by and between PROSPECTOR FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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PROSPECTOR FUNDS, INC. DISTRIBUTION AGREEMENT
Distribution Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 14th day of September, 2007, by and between PROSPECTOR FUNDS, INC., a Maryland corporation (the “Company”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). PROSPECTOR PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company and the investment advisor to the Company (the “Advisor”), is a party hereto with respect to Section 5 only.

FEE WAIVER AND EXPENSE LIMITATION AGREEMENT PROSPECTOR FUNDS, INC.
Fee Waiver and Expense Limitation Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Connecticut

Agreement made this 19th day of September, 2007 between Prospector Partners Asset Management, LLC, a Delaware limited liability company (the “Adviser”) and Prospector Funds, Inc., a Maryland corporation (the “Company”), on behalf of its Series, Prospector Capital Appreciation Fund and Prospector Opportunity Fund (each, a “Fund” and collectively, the “Funds”).

PROSPECTOR FUNDS, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Connecticut

AGREEMENT made as of the 19th day of September, 2007, by and between PROSPECTOR FUNDS, INC., a Maryland corporation, with its principal office and place of business at 370 Church Street, Guilford, Connecticut 06437 (the “Fund”), including any series thereof as set forth on Schedule A (each, a "Series" and collectively, the "Series") and Prospector Partners Asset Management, LLC, a Delaware limited liability company, with its principal office and place of business at 370 Church Street, Guilford, Connecticut 06437 (the “Adviser”).

PROSPECTOR FUNDS, INC. FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 14th day of September, 2007, by and between PROSPECTOR FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 23rd, 2009 • Prospector Funds, Inc.

THIS FIRST AMENDMENT. dated as of the 1st day of May 2008, to the Custody Agreement, dated as of September 14, 2007, (the "Global Custody Agreement"), is entered into by and between PROSPECTOR FUNDS, INC., a Maryland corporation, (the “Company”) and U.S. BANK, N.A., a national banking association (the "Custodian").

PROSPECTOR FUNDS, INC. GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Ohio

THIS AGREEMENT is made and entered into as of this 14th day of September, 2007, by and between PROSPECTOR FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

Contract
Escrow Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Wisconsin

ESCROW AGREEMENT, dated September 17, 2007 (this "Escrow Agreement"), between U.S. BANCORP FUND SERVICES, LLC, a limited liability company organized under laws of Wisconsin ("Escrow Agent") and Prospector Funds, Inc., a corporation organized under the laws of Maryland (“Fund”).

PROSPECTOR FUNDS, INC. FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 23rd, 2009 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 14th day of September, 2007, by and between PROSPECTOR FUNDS, INC., a Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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