0000894189-17-006082 Sample Contracts

WESTCHESTER CAPITAL FUNDS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • November 16th, 2017 • Westchester Capital Funds

THIS FIRST AMENDMENT, effective as of January 1, 2018, to the Distribution Agreement, dated as of January 1, 2017, (the "Agreement"), is entered into by and between by Westchester Capital Funds, a Massachusetts business trust (the "Trust"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor") and Westchester Capital Management, LLC.

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WESCHESTER CAPITAL FUNDS SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 16th, 2017 • Westchester Capital Funds

THIS SECOND AMENDMENT, effective as of January 1, 2018, to the Custody Agreement, dated as of July 30, 2013, (the "Agreement"), is entered into by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust, (the "Trust") and U.S. BANK, N.A., a national banking association (the "Custodian")

WESTCHESTER CAPITAL FUNDS SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 16th, 2017 • Westchester Capital Funds

THIS SECOND AMENDMENT, effective as of January 1, 2018, to the Fund Administration Servicing Agreement, dated as of July 30, 2013, (the "Agreement"), is entered into by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS")

INVESTMENT ADVISORY AGREEMENT WESTCHESTER CAPITAL FUNDS WCM Alternatives: Event-Driven Fund WCM Alternatives: Credit Event Fund
Investment Advisory Agreement • November 16th, 2017 • Westchester Capital Funds • Massachusetts

This Investment Advisory Agreement is executed as of November 13, 2013 by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust (the "Trust"), and WESTCHESTER CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the "Manager").

EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • November 16th, 2017 • Westchester Capital Funds

AGREEMENT, this Expense Waiver and Reimbursement Agreement (this "Agreement") is made and entered into as of (the "Effective Date") between Westchester Capital Funds, a Massachusetts business trust (the "Trust"), in respect of its series, WCM Alternatives: Credit Event Fund (the "Fund") and Westchester Capital Management, LLC, a Delaware limited liability company (the "Adviser").

WESTCHESTER CAPITAL FUNDS SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 16th, 2017 • Westchester Capital Funds

THIS SECOND AMENDMENT, effective as of January 1, 2018, to the Fund Accounting Servicing Agreement, dated as of July 30, 2013, (the "Agreement"), is entered into by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS")

WESTCHESTER CAPITAL FUNDS SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 16th, 2017 • Westchester Capital Funds

THIS SECOND AMENDMENT, effective as of January 1, 2018, to the Transfer Agent Servicing Agreement, dated as of July 30, 2013, (the "Agreement"), is entered into by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS")

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