0000919574-07-004518 Sample Contracts

PROSPECTOR FUNDS, INC. TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 17th, 2007 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this ____ 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 • September 17th, 2007 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this ____ 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 • September 17th, 2007 • Prospector Funds, Inc. • Connecticut

Agreement made this ____th 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 • September 17th, 2007 • Prospector Funds, Inc. • Connecticut

AGREEMENT made as of the ____th 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 ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 17th, 2007 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ 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”).

JOINT ERRORS AND OMISSION LIABILITY INSURANCE AGREEMENT
Joint Errors and Omission Liability Insurance Agreement • September 17th, 2007 • Prospector Funds, Inc.

THIS AGREEMENT is made as of September [ ], 2007, by and among Prospector Capital Appreciation Fund, Prospector Opportunity Fund (each, a “Series” of Prospector Funds, Inc. (the “Fund”) and, collectively, the “Series”), and Prospector Partners Asset Management, LLC (the “Adviser”), the investment adviser of the Series, which are named insureds under a joint liability policy as described below, is entered into under the following circumstances:

PROSPECTOR FUNDS, INC. GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • September 17th, 2007 • Prospector Funds, Inc. • Ohio

THIS AGREEMENT is made and entered into as of this ____ 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”).

PROSPECTOR FUNDS, INC. FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • September 17th, 2007 • Prospector Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ 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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