0001193125-14-384640 Sample Contracts

MANAGEMENT AGREEMENT (May 31, 2012 and as amended June 19, 2014)
Management Agreement • October 28th, 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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AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • October 28th, 2014 • Wakefield Alternative Series Trust • Colorado

THIS AMENDED AND RESTATED AGREEMENT is made as of February __, 2014, between Wakefield Alternative Series Trust, organized as a statutory trust under the laws of the State of Delaware (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

WAKEFIELD ALTERNATIVE SERIES TRUST SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 28th, 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”).

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • October 28th, 2014 • Wakefield Alternative Series Trust • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and a company having its principal place of business at (hereinafter “Broker/Dealer”).

Expense Limitation Agreement June 19, 2014
Expense Limitation Agreement • October 28th, 2014 • Wakefield Alternative Series Trust
Amendment to Administration, Bookkeeping, and Pricing Services Agreement
Administration, Bookkeeping, and Pricing Services Agreement • October 28th, 2014 • Wakefield Alternative Series Trust

This Amendment, entered into as of June 19, 2014 (the “Execution Date”) and effective as of August 13, 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”).

Amendment to Amended and Restated Distribution Agreement
Distribution Agreement • October 28th, 2014 • Wakefield Alternative Series Trust

This Amendment, entered into as of June 19, 2014 (the “Execution Date”) and effective as of August 13, 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 Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • October 28th, 2014 • Wakefield Alternative Series Trust

This Amendment, entered into as of June 19, 2014 (the “Execution Date”) and effective as of August 13, 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”).

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