ACAP Strategic Fund Sample Contracts

WITNESSETH:
Distribution Agreement • December 30th, 2009 • ACAP Strategic Fund • New York
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OF
Agreement and Declaration of Trust • July 17th, 2009 • Madison Avenue Global Fund • Delaware
WITNESSETH:
Distribution Agreement • December 30th, 2009 • ACAP Strategic Fund • New York
BACKGROUND
Transfer Agency Services Agreement • December 30th, 2009 • ACAP Strategic Fund
DISTRIBUTION AGREEMENT
Distribution Agreement • January 18th, 2019 • ACAP Strategic Fund • New York

THIS DISTRIBUTION AGREEMENT (the “Agreement”) by and between ACAP STRATEGIC FUND a Delaware statutory trust (the “Fund”), and BREAKWATER GROUP L.L.C., a Delaware limited liability company (the “Distributor”), is dated as of May 18, 2015 and effective as set forth in Section 9(a) of this Agreement.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • February 28th, 2012 • ACAP Strategic Fund • New York

AGREEMENT made as of _________________, 2011 by and between each entity listed on Annex I attached hereto (the "Fund") and The Bank of New York Mellon ("BNY").

SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • February 27th, 2013 • ACAP Strategic Fund • New York

AGREEMENT dated _______________, among ACAP Strategic Fund, a trust organized under the laws of the State of Delaware (the “Customer”), THE BANK OF NEW YORK MELLON (the “Custodian”), a bank chartered under the laws of the State of New York, and CREDIT SUISSE SECURITIES (USA) LLC, a Delaware limited liability company registered as a broker and dealer in securities pursuant to the Securities Exchange Act of 1934 (“CSSU”).

SPECIAL CUSTODY and PLEDGE AGREEMENT (Short Sales and Exchange-Listed Options)
Special Custody and Pledge Agreement • January 12th, 2024 • ACAP Strategic Fund

AGREEMENT, (hereinafter "Agreement") dated as of _________________ among ______________________________ ("Customer"), GOLDMAN SACHS & CO. LLC, a New York limited liability company ("Broker"), ______________________________ ("Manager") and THE BANK OF NEW YORK MELLON as Custodian hereunder ("Custodian").

SUB-DISTRIBUTION AGREEMENT
Sub-Distribution Agreement • January 17th, 2017 • ACAP Strategic Fund • Delaware

THIS SUB-DISTRIBUTION AGREEMENT (the “Agreement”) dated as of February 25, 2016 (the “Effective Date”) is by and between Foreside Fund Services, LLC (“Sub-Distributor”), with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, ME 04101 and Breakwater Group, LLC (“Distributor”), with its principal office and place of business at 350 Madison Avenue, New York, NY 10017 (collectively, the “Parties”).

FORM OF FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • March 24th, 2011 • ACAP Strategic Fund • New York

Reference is made to the Subcustodial Services Agreement dated as of January 10, 1996 (the “Foreign Custody Agreement”), as amended, by and between Citibank, N.A. (“Custodian”), Citicorp and PFPC Trust Company (“PFPC”) with respect to the custody of assets by Custodian for the account of PFPC on behalf of certain customers of PFPC, including ACAP Strategic Fund (the “Fund”). Reference is also made to the custodian services agreement dated as of December 2, 2009 (the “Fund Custody Agreement”) by and between PFPC and the Fund.

INVESTMENT COMPANY REPORTING MODERNIZATION SERVICES AMENDMENT TO ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • January 18th, 2019 • ACAP Strategic Fund

This Investment Company Reporting Modernization Services Amendment (the “Amendment”) is made as of ___________ by and between ACAP STRATEGIC FUND (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC. (“BNY Mellon”).

AMENDMENT NO. 1 DATED AS OF DECEMBER 18, 2014 TO THE INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 8, 2009
Investment Advisory Agreement • January 27th, 2016 • ACAP Strategic Fund

WHEREAS, at a meeting held on November 20, 2014, the Board of Trustees of ACAP Strategic Fund (the "Fund"), in accordance with Section 17 of the Investment Advisory Agreement dated December 8, 2009 between the Fund and Silverbay Capita l Management LLC (the "Agreement"), approved a proposal to reduce the Fund 's Management Fee from 2.00% to 1 .50%.

SPECIAL CUSTODY and PLEDGE AGREEMENT
Special Custody and Pledge Agreement • January 18th, 2019 • ACAP Strategic Fund • New York

THIS SPECIAL CUSTODY and PLEDGE AGREEMENT, (hereinafter, the “Agreement”) dated _____________, is made by and among ACAP STRATEGIC FUND (“Customer”), MERRILL LYNCH PROFESSIONAL CLEARING CORP. on behalf of itself and as agent for the other BofAML Entities (as defined below) (“Broker”), and THE BANK OF NEW YORK MELLON (“Custodian”).

AMENDMENT TO THE ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • January 17th, 2017 • ACAP Strategic Fund • Delaware

This Amendment (the “Amendment”) is made as of December 1, 2016 by and between ACAP STRATEGIC FUND (the “Company”) and BNY MELLON INVESTMENT SERVICING (US) INC. (“BNYM”) (formerly known as PNC Global Investment Servicing (U.S.) Inc.).

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