0001162044-12-000175 Sample Contracts

CUSTODY AGREEMENT Dated January 10, 2012 Between UMB BANK, N.A. and COTTONWOOD MUTUAL FUNDS CUSTODY AGREEMENT
Custody Agreement • February 27th, 2012 • Cottonwood Mutual Funds

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

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DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2012 • Cottonwood Mutual Funds • New York

THIS AGREEMENT is made as of February 14, 2012 betweenCottonwood Mutual Funds (the “Trust”), aDelaware statutory trust, and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 27th, 2012 • Cottonwood Mutual Funds

THIS AGREEMENT by and between HAGIN Capital, LLC (“Subscriber”), a Delaware limited liability company, and the Cottonwood Mutual Funds (“Trust”), a statutory trust organized and existing under and by virtue of the laws of the State of Delaware.

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