Little Harbor MultiStrategy Composite Fund Sample Contracts

LITTLE HARBOR MULTISTRATEGY COMPOSITE FUND AGREEMENT AND DECLARATION OF TRUST Dated as of September 20, 2013
Trust Agreement • October 11th, 2013 • Little Harbor MultiStrategy Composite Fund • Delaware

WHEREAS, the Trust was created by the Certificate of Trust, which was filed with the Secretary of State of the State of Delaware on September 13, 2013 (the “Certificate of Trust”);

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 1st, 2015 • Little Harbor MultiStrategy Composite Fund • Massachusetts

This Investment Sub-Advisory Agreement (this “Agreement”) dated as of March __, 2015 is among Little Harbor Advisors, LLC (the “Investment Manager”), Zadig Gestion (Luxembourg) S.A. (the “Portfolio Adviser”), and Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”) that is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). In consideration of the promises and mutual covenants contained herein, the Investment Manager, the Portfolio Adviser and, with respect to Section 3(c), 5, 6 and 10 only, the Fund agree as follows:

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund

This Amendment (the “Amendment”) is dated as of July __, 2014, and is to the existing Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) among Little Harbor Advisors, LLC (the “Investment Manager”), Eclipse Capital Management, Inc. (the “Portfolio Adviser”), and Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”) that is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

CUSTODY AGREEMENT Dated ______________, 2014 Between UMB BANK, N.A. and LITTLE HARBOR MULTISTRATEGY COMPOSITE FUND
Custody Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund

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 the Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • December 4th, 2015 • Little Harbor MultiStrategy Composite Fund • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of _____________, 2015 by Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust, (the “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”):

LITTLE HARBOR MULTISTRATEGY COMPOSTITE FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Delaware

This SUBSCRIPTION AGREEMENT is made as of May 7, 2014 by and between Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”), and TORMAR Associates, LLC (the “Subscriber”);

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Massachusetts

This Shareholder Servicing Agreement (the “Agreement”) dated as of [______], 2014, is between Little Harbor MultiStrategy Composite Fund (the “Fund”) and Little Harbor Advisors, LLC (the “Servicing Agent”). In consideration of the mutual covenants herein contained, it is agreed by and between the Fund and the Servicing Agent as follows:

ACCOUNT AGREEMENT
Account Agreement • December 4th, 2015 • Little Harbor MultiStrategy Composite Fund • Illinois
Little Harbor Advisors, LLC
Agreement to Waive/Reimburse Certain Fees and Expenses • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund

Little Harbor Advisors, LLC (the “Investment Manager”) agrees that if at any time during the period beginning on the date that Little Harbor MultiStrategy Composite Fund (the “Fund”) commences investment operations and ending on March 31, 2016 “Administration Expenses” (as defined below) incurred by the Fund exceed an annual rate of 0.45 percent of the Fund’s net assets, the Investment Manager will waive the management fees it is otherwise due from Fund and/or reimburse the Fund in an amount equal to the amount of the excess (collectively, the “Waived/Reimbursed Amount-Administration”). “Administration Expenses” means all fund administration and fund accounting servicing fees payable by the Fund under the Fund’s agreement with the Fund administrator. For the avoidance of doubt, “Administration Expenses” does not include any investment management fee, incentive fee, custodial, transfer agency and other service provider costs, distribution or servicing fee, fees and expenses of the inves

Little Harbor Advisors, LLC
Agreement to Waive/Reimburse Certain Fees and Expenses • August 5th, 2014 • Little Harbor MultiStrategy Composite Fund

Little Harbor Advisors, LLC (the “Investment Manager”) agrees that if at any time during the period beginning on the date that Little Harbor MultiStrategy Composite Fund (the “Fund”) commences investment operations and ending on March 31, 2016 “Administration Expenses” (as defined below) incurred by the Fund exceed an annual rate of 0.45 percent of the Fund’s net assets, the Investment Manager will waive the management fees it is otherwise due from Fund and/or reimburse the Fund in an amount equal to the amount of the excess (collectively, the “Waived/Reimbursed Amount-Administration”). “Administration Expenses” means all fund administration and fund accounting servicing fees payable by the Fund under the Fund’s agreement with the Fund administrator. For the avoidance of doubt, “Administration Expenses” does not include any investment management fee, incentive fee, custodial, transfer agency and other service provider costs, distribution or servicing fee, fees and expenses of the inves

DELEGATION AGREEMENT DIRECTING CUSTODIAN
Delegation Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Missouri

This DELEGATION AGREEMENT dated as of May 28, 2014 (this Delegation Agreement) by and between UMB Bank, n.a. (the Custodian), a national banking association with its principal office in Kansas City, Missouri, and Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the Fund), registered with the U.S. Securities and Exchange Commission as a “management company” under the Investment Company Act of 1940, as amended (the 1940 Act).

ADMINISTRATION, FUND ACCOUNTING, TRANSFER AGENT AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting, Transfer Agent and Recordkeeping Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Wisconsin

THIS ADMINISTRATION, FUND ACCOUNTING, TRANSFER AGENT AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2014, by and between Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • December 4th, 2015 • Little Harbor MultiStrategy Composite Fund • Delaware

As the distributor of the shares of beneficial interest (“Shares”) of Little Harbor MultiStrategy Composite Fund (the “Fund”), Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its “associated persons,” as such term is defined under applicable rules of the Financial Industry Regulatory Authority (“FINRA”).

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Delaware

As the distributor of the shares of beneficial interest (“Shares”) of Little Harbor MultiStrategy Composite Fund (the “Fund”), Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its “associated persons,” as such term is defined under applicable rules of the Financial Industry Regulatory Authority (“FINRA”).

ESCROW AGREEMENT
Escrow Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Missouri

This Escrow Agreement (this “Agreement”) made and entered into as of this ________ day of ______________, 2014 by and among Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”), and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 30th, 2014 • Little Harbor MultiStrategy Composite Fund • Massachusetts

This Investment Management Agreement (this “Agreement”) dated June 11, 2014 is between Little Harbor Advisors, LLC (the “Investment Manager”), and Little Harbor MultiStrategy Composite Fund, a Delaware statutory trust (the “Fund”) that is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). In consideration of the promises and mutual covenants contained herein, the Fund and the Investment Manager agree as follows:

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