0001193125-12-443462 Sample Contracts

EXHIBIT (e)(1) Form of Distribution Agreement Between Registrant And ALPS Distributors, Inc.
Distribution Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this “Agreement”) is made as of October 22, 2012, between Whitebox Mutual Funds (the “Fund”), a statutory trust organized under the laws of the State of Delaware, and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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EXHIBIT (d)(1) Form of Investment Advisory Agreement between Registrant and Whitebox Advisors, LLC
Investment Advisory Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

AGREEMENT, dated and effective as of [ ], by and between Whitebox Mutual Funds (“Trust”), a Delaware statutory trust, and Whitebox Advisors, LLC (“Adviser”), a Delaware limited liability company.

EXHIBIT (h)(2) Form of Administration, Bookkeeping and Pricing Services Agreement between Registrant and ALPS Fund Services, Inc.
Pricing Services Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

THIS ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT (this “Agreement”) is made as of [ ], between Whitebox Mutual Funds, a statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

EXHIBIT (h)(3) Form of Agreement and Plan of Reorganization between the Predecessor Fund and Whitebox Long Short Equity Fund
Agreement and Plan of Reorganization • October 31st, 2012 • Whitebox Mutual Funds • Delaware

This Agreement and Plan of Reorganization (“AGREEMENT”) is made as of October 22, 2012, by and between WHITEBOX LONG SHORT EQUITY PARTNERS, L.P., a British Virgin Islands limited partnership (the “Acquired Fund”) and WHITEBOX MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), on behalf of its series, the WHITEBOX LONG SHORT EQUITY FUND (the “Acquiring Fund”).

EXHIBIT (h)(1) Form of Transfer Agency and Service Agreement between Registrant and ALPS Fund Services, Inc.
Transfer Agency and Services Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

THIS TRANSFER AGENCY AND SERVICES AGREEMENT (this “Agreement”) is made as of [ ], between Whitebox Mutual Funds, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

EXHIBIT (d)(2) Form of Fee Waiver and Expense Reimbursement Agreement between Registrant and Whitebox Advisors, LLC
Waiver and Expense Reimbursement Agreement • October 31st, 2012 • Whitebox Mutual Funds • Delaware

WHEREAS, the parties have entered into an Investment Advisory Agreement with respect to the Funds dated as of [ ] (“Advisory Agreement”); and

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