Ramius IDF LLC Sample Contracts

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • September 15th, 2011 • Ramius IDF LLC • Delaware

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2010, by and between Ramius IDF LLC, a Delaware limited liability company (the “Fund”), and J.D. Clark & Co., Inc., a Utah corporation (the “Administrator”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [___________], 2011
Limited Liability Company Agreement • September 15th, 2011 • Ramius IDF LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Ramius IDF LLC (the "Company") is dated as of [________], 2011 by and among the Organizational Member (as defined below) and those persons hereinafter admitted as Members.

MASTER / FEEDER AGREEMENT BETWEEN RAMIUS IDF LLC AND RAMIUS IDF MASTER FUND LLC dated as of June 2, 2011
Agreement • September 15th, 2011 • Ramius IDF LLC • New York

THIS AGREEMENT (the "Agreement") is made and entered into as of the 2nd day of June, 2011, by and among Ramius IDF LLC (the "Feeder Fund") and Ramius IDF Master Fund LLC ("Master Fund"), each a Delaware limited liability company.

MANAGEMENT AGREEMENT
Management Agreement • September 15th, 2011 • Ramius IDF LLC • New York

THIS MANAGEMENT AGREEMENT is made and executed the [___] day of [ _ ], 2011, by and between Ramius IDF LLC (the "Company") and Ramius Alternative Solutions LLC ("Ramius"), each a Delaware limited liability company.

CUSTODY AGREEMENT Dated ______________, 20__ Between UMB BANK, N.A. and RAMIUS ALTERNATIVE SOLUTIONS LLC
Custody Agreement • September 15th, 2011 • Ramius IDF LLC

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and Ramius Alternative Solutions LLC, a Delaware limited liability company, on behalf of itself and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

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