0001193125-14-270454 Sample Contracts

MANAGEMENT AGREEMENT (May 31, 2012 and as amended June 19, 2014)
Management Agreement • July 16th, 2014 • Wakefield Alternative Series Trust • Ohio

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers a single series of shares to investors and may offer additional series.

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WAKEFIELD ALTERNATIVE SERIES TRUST SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 16th, 2014 • Wakefield Alternative Series Trust • New York

SUB-ADVISORY AGREEMENT, dated as of June 19, 2014, between Wakefield Advisors, LLC (the “Adviser”), and Clinton Group, Inc. (the “Sub-Adviser”).

Amendment to Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • July 16th, 2014 • Wakefield Alternative Series Trust

This Amendment, entered into as of June 19, 2014 (the “Execution Date”) and effective as of July , 2014 (the “Effective Date”), to the Transfer Agency and Services Agreement (this “Amendment”), by and between Wakefield Alternative Series Trust, a Delaware statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment to Amended and Restated Distribution Agreement
Distribution Agreement • July 16th, 2014 • Wakefield Alternative Series Trust

This Amendment, entered into as of June 19, 2014 (the “Execution Date”) and effective as of July , 2014 (the “Effective Date”), to the Distribution Agreement (this “Amendment”), by and between Wakefield Alternative Series Trust, a Delaware statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

Amendment to Administration, Bookkeeping, and Pricing Services Agreement
Administration, Bookkeeping, and Pricing Services Agreement • July 16th, 2014 • Wakefield Alternative Series Trust

This Amendment, entered into as of June 19, 2014 (the “Execution Date”) and effective as of July , 2014 (the “Effective Date”), to the Administration, Bookkeeping, and Pricing Services Agreement (this “Amendment”), by and between Wakefield Alternative Series Trust, a Delaware statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

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