0000894189-10-000574 Sample Contracts

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 12th, 2010 • Prospector Funds, Inc.

THIS FIRST AMENDMENT dated as of the 1ST day of October 2009, to the Transfer Agent Servicing Agreement, dated as of September 14, 2007, (the "Agreement"), is entered into 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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FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • February 12th, 2010 • Prospector Funds, Inc.

THIS FIRST AMENDMENT dated as of the 1ST day of October 2009, to the Distribution Agreement, dated as of September 14, 2007, (the "Agreement"), is entered into by and among PROSPECTOR FUNDS, INC., a Maryland corporation, (the “Company”), QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the "Distributor”) and PROSPECTOR PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 12th, 2010 • Prospector Funds, Inc.

THIS FIRST AMENDMENT dated as of the 1ST day of October 2009, to the Fund Administration Servicing Agreement, dated as of September 14, 2007, (the "Agreement"), is entered into by and between PROSPECTOR FUNDS, INC., a Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS”).

SECOND AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 12th, 2010 • Prospector Funds, Inc.

THIS SECOND AMENDMENT. dated as of the 1ST day of October 2009, to the Custody Agreement, dated as of September 14, 2007, as amended May 1, 2008 (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").

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 12th, 2010 • Prospector Funds, Inc.

THIS FIRST AMENDMENT dated as of the 1ST day of October 2009, to the Fund Accounting Servicing Agreement, dated as of September 14, 2007, (the "Agreement"), is entered into 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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