0001162044-14-000069 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 17th, 2014 • Cottonwood Mutual Funds

The Trust has been organized to engage in the business of an open-end management investment company. You have been selected to act as the sole investment adviser of the Clifford Capital Partners Fund (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser 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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DISTRIBUTION AGREEMENT
Distribution Agreement • January 17th, 2014 • Cottonwood Mutual Funds • New York

THIS AGREEMENT is made as of January 16, 2014 between Cottonwood Mutual Funds (the “Trust”), a Delaware statutory trust, and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

APPENDIX B CUSTODY AGREEMENT
Custody Agreement • January 17th, 2014 • 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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