0000894189-15-000895 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014 by and between Scotland Acquisition LLC d/b/a Hatteras Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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Hatteras Alternative Mutual Funds Trust Distribution Agreement
Distribution Agreement • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust • Delaware

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Hatteras Alternative Mutual Funds Trust (the “Trust”), an open-end management investment company organized as a statutory trust under the laws of the State of Delaware, and consisting of one or more separate series, has appointed you, the “Distributor,” and that you shall be the exclusive distributor in connection with the offering and sale of the shares of beneficial interest, par value $0.001 per share (the “Shares”), corresponding to each of the series of the Trust listed in Exhibit A, as the same may be supplemented from time to time (each such series, a “Fund”). Each Fund may offer one or more classes of its shares (each a “Class”) which Classes shall have such relative rights and conditions and shall be sold in the manner set forth from time to time in the Trust’s Registration Statements, as defined below. The organization, administration and policies of each Fund are described in

March 7, 2014
Consent to Assignment of Contract • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust
Attn: Michael D. Barolsky, Esq. Milwaukee, WI 53202 Re: Consent to Assignment of Contracts Dear Sirs:
Consent to Assignment of Contracts • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust

On October 1, 2013, Hatteras Alternative Mutual Funds, LLC (“HAMF”) and certain affiliates (collectively, “Hatteras”) entered into an asset purchase agreement (the “Purchase Agreement”) with Scotland Acquisition, LLC d/b/a Hatteras Funds, LLC (the “Purchaser”), a Delaware limited liability company and wholly-owned subsidiary of RCS Advisory Services, LLC, an operating subsidiary of RCS Capital Corporation. Pursuant to the Purchase Agreement, Purchaser will acquire substantially all the assets, and assume certain liabilities, of Hatteras.

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 1st day of July, 2014, by and between Scotland Acquisition LLC d/b/a Hatteras Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust listed in Appendix A (the “Funds”).

OPERATING SERVICES AGREEMENT
Operating Services Agreement • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014 by and between Scotland Acquisition LLC d/b/a Hatteras Funds, LLC, a Delaware limited liability company (the “Servicing Agent”) and Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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