0001398344-12-002074 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • June 21st, 2012 • 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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By-Laws of WAKEFIELD ALTERNATIVE SERIES TRUST
Wakefield Alternative Series Trust • June 21st, 2012
DISTRIBUTION AGREEMENT
Distribution Agreement • June 21st, 2012 • Wakefield Alternative Series Trust • Colorado

THIS AGREEMENT is made as of May 22, 2012, 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 CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • June 21st, 2012 • Wakefield Alternative Series Trust • Colorado

This Chief Compliance Officer Services Agreement (this “Agreement) is effective May 22, 2012 (the “Effective Date”), by and between WAKEFIELD ALTERNATIVE SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed in Exhibit A, attached hereto, as such Exhibit may be modified from time to time by written agreement of the parties (each, a “Fund”), and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation.

WAKEFIELD ALTERNATIVE SERIES TRUST SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2012 • Wakefield Alternative Series Trust • New York

SUB-ADVISORY AGREEMENT, dated as of ____________________, 2011, between Wakefield Advisors, LLC (the "Adviser"), and Logan Circle Partners, L.P. (the "Sub-Adviser").

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • June 21st, 2012 • Wakefield Alternative Series Trust • Colorado

THIS AGREEMENT is made as of May 22, 2012, between Wakefield Alternative Series Trust, organized as a statutory trust under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

BROKER DEALER SELLING AGREEMENT
Broker Dealer • June 21st, 2012 • 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 ________________________________________________________ (hereinafter “Broker/Dealer”).

CUSTODY AGREEMENT dated as of February 14, 2012 by and between
Custody Agreement • June 21st, 2012 • Wakefield Alternative Series Trust • Massachusetts

THIS CUSTODY AGREEMENT (this "Agreement") is dated as of February 14, 2012 and is by and between WAKEFIELD MANAGED FUTURES STRATEGY FUND, A SERIES OF WAKEFIELD ALTERNATIVE SERIES TRUST (and any successor or permitted assign), a STATUTORY TRUST organized under the laws of the STATE OF DELAWARE, having its principal place of business at 700 17TH STREET, SUITE 2400, DENVER COLORADO 80202, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the "Custodian"), a national banking association having a place of business at One Federal Street, Boston, MA 02110.

Expense Limitation Agreement April 27, 2012
Expense Limitation Agreement • June 21st, 2012 • Wakefield Alternative Series Trust

You have engaged us to act as the sole investment adviser to the Wakefield Managed Futures Strategy Fund (the "Fund") pursuant to a Management Agreement dated as of November 15, 2011.

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping And • June 21st, 2012 • Wakefield Alternative Series Trust • Colorado

THIS AGREEMENT is made as of May 22, 2012, between Wakefield Alternative Series Trust, organized as a statutory trust under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTOR
Subscription Agreement • June 21st, 2012 • Wakefield Alternative Series Trust

Effective as of the date first written above, the undersigned (the "Purchaser") subscribes to purchase a beneficial interest ("Interest") in the Wakefield Managed Futures Strategy Fund, in the amount of $100,000.00 for 10,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.

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