0001162044-12-001253 Sample Contracts

MANAGEMENT AGREEMENT ARMOUR TACTICAL FLEX FUND
Management Agreement • December 7th, 2012 • Cottonwood Mutual Funds • Delaware

The Trust has been organized to engage in the business of an open-end management investment company. You, ArmourWealth, Inc. (“Adviser,” “you” and “your”) have been selected to act as the sole investment manager of the Armour Tactical Flex Fund (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

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SERVICES AGREEMENT ARMOUR TACTICAL FLEX FUND
Services Agreement Armour Tactical Flex Fund • December 7th, 2012 • Cottonwood Mutual Funds • Delaware

AGREEMENT dated as of Sept. 6, 2012, between Cottonwood Mutual Funds (the “Trust”), a Delaware statutory trust, and ArmourWealth, Inc. (the “Adviser”), a Nebraska Company.

EXHIBIT A
Cottonwood Mutual Funds • December 7th, 2012
APPENDIX B CUSTODY AGREEMENT
Custody Agreement • December 7th, 2012 • Cottonwood Mutual Funds

The following open-end management investment companies ("Funds") are hereby made parties to the Custody Agreement dated January 10, 2012, with UMB Bank, n.a. ("Custodian") and Cottonwood Mutual Funds, and agree to be bound by all the terms and conditions contained in said Agreement:

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