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
Amended and Restated 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
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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