0001162044-14-000300 Sample Contracts

MANAGEMENT AGREEMENT ARMOUR TACTICAL FLEX FUND
Management Agreement • March 11th, 2014 • Cottonwood Mutual Funds • Delaware

The Trust has been organized to engage in the business of an open-end management investment company. You, ArmourWealth Management, LLC (“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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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 11th, 2014 • Cottonwood Mutual Funds • Delaware

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 HAGIN Keystone Market Neutral 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.

DISTRIBUTION AGREEMENT
Distribution Agreement • March 11th, 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.

SERVICES AGREEMENT ARMOUR TACTICAL FLEX FUND
Services Agreement Armour Tactical Flex Fund • March 11th, 2014 • Cottonwood Mutual Funds • Delaware

AGREEMENT dated as of January 16, 2014, between Cottonwood Mutual Funds (the “Trust”), a Delaware statutory trust, and ArmourWealth Management, LLC (the “Adviser”), a Nebraska limited liability company.

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