0001534424-13-000097 Sample Contracts

DUNDEEWEALTH FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 12th, 2013 • DundeeWealth Funds

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of DundeeWealth Funds, a Delaware statutory trust, is made as of September 14, 2010 by the undersigned Trustees.

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To The Fair Value Services Amendment to Administration and Accounting Services Agreement
Fair Value Services Amendment • March 12th, 2013 • DundeeWealth Funds

This Amended and Restated Schedule A, effective as of ____________, 2013 and relates to that certain Fair Value Services Amendment dated as of June 1, 2009 to the Administration and Accounting Services Agreement dated November 1, 2006, as otherwise amended, by and between DundeeWealth Funds (formerly, BHR Institutional Funds) and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.)

DUNDEEWEALTH FUNDS AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 12th, 2013 • DundeeWealth Funds

This Amendment (the “Amendment”) is effective as of January 1, 2013 by and between DundeeWealth Funds (formerly, BHR Institutional Funds) (the “Trust”) and The Bank of New York Mellon (successor in assignment to PFPC Trust Company) (the “Bank”).

AMENDMENT TO THE
Expense Limitation Agreement • March 12th, 2013 • DundeeWealth Funds

THIS AMENDMENT (the “Amendment”) entered into as of March 12, 2013 is an amendment to the Expense Limitation Agreement (the “Agreement”) dated January 22, 2010, by and between DundeeWealth Funds, an open-end management investment company (the “Trust”) and DundeeWealth US, LP (“DundeeWealth”), on behalf of the Portfolios (as defined in the Agreement).

EXHIBIT A Services Plan For Class I Shares
Servicing Agreement • March 12th, 2013 • DundeeWealth Funds

We wish to enter into this Servicing Agreement (the “Agreement”) with you concerning the provision of support services to your customers who may from time to time be the record or beneficial owners of Class I Shares of DundeeWealth Funds (the “Trust”).

DUNDEEWEALTH FUNDS AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 12th, 2013 • DundeeWealth Funds

This Amendment (the “Amendment”) is effective as of January 1, 2013 by and between DundeeWealth Funds (formerly, BHR Institutional Funds) (the “Trust”) and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc. and prior, PFPC Inc.) (“BNY Mellon”).

THIRD AMENDMENT TO
Distribution Agreement • March 12th, 2013 • DundeeWealth Funds

This Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of January 4, 2010, by and between DundeeWealth Funds, an open-end management investment company (the “Client”) and Foreside Fund Services, LLC, a Delaware limited liability company (“Foreside”) is entered into as of March 12, 2013 (the “Effective Date”).

AMENDED AND RESTATED EXHIBIT A TO THE RULE 17F-5 AND RULE 17F-7 LETTER AGREEMENT
Rule 17f-5 and Rule 17f-7 Letter Agreement • March 12th, 2013 • DundeeWealth Funds

This Amended and Restated Exhibit A, effective as of ___________, 2013, relates to the Rule 17f-5 and Rule 17f-7 letter agreement dated as of April 11, 2011 between The Bank of New York Mellon and DundeeWealth Funds effective April 11, 2011.

DUNDEEWEALTH FUNDS AMENDMENT TO ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • March 12th, 2013 • DundeeWealth Funds

This Amendment (the “Amendment”) is effective as of January 1, 2013 by and between DundeeWealth Funds (formerly, BHR Institutional Funds) (the “Trust”) and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc. and prior, PFPC Inc.) (“BNY Mellon”).

AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT DATED JANUARY 15, 2013
Investment Management Agreement • March 12th, 2013 • DundeeWealth Funds

THIS AMENDMENT (the “Amendment”) entered into as of January 15, 2013 is an amendment to the Investment Management Agreement (the “Agreement”) dated April 8, 2011, by and between DundeeWealth Funds, an open-end management investment company (the “Trust”) and DundeeWealth US, LP, a Delaware limited partnership (“DundeeWealth”).

Share Purchase Agreement
Share Purchase Agreement • March 12th, 2013 • DundeeWealth Funds • Delaware
AMENDMENT TO THE INVESTMENT SUB-ADVISORY AGREEMENT DATED JANUARY 15, 2013
Investment Sub-Advisory Agreement • March 12th, 2013 • DundeeWealth Funds

THIS AMENDMENT (the “Amendment”) entered into as of January 15, 2013 is an amendment to the Investment Sub-Advisory Agreement (the “Agreement”) dated December 19, 2011, by and between DundeeWealth US, LP, a Delaware limited partnership (“DundeeWealth”) and JO Hambro Capital Management Limited (“Sub-Adviser”).

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