TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENTTransfer Agency and Shareholder Services Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund
This Transfer Agency And Shareholder Services Agreement is made as of September 8, 2015 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of Ramius Archview Credit And Distressed Fund and Ramius Archview Credit And Distressed Feeder Fund, severally and not jointly (each, the “Fund”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein.
DISTRIBUTION AGREEMENTDistribution Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • Delaware
THIS AGREEMENT is made and entered into as of this ___ day of __________, 2015, by and among each of the Funds listed on Exhibit A attached hereto, separately and not jointly (each a “Fund”, and together, the “Funds”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • New York
THIS AGREEMENT is made as of _____________________, 2015 by and between each of Ramius Archview Credit and Distressed Feeder Fund and Ramius Archview Credit and Distressed Fund, severally and not jointly (each, the “Fund”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY Mellon”).
FORESIDE FUND SERVICES, LLC DEALER AGREEMENTDealer Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • Delaware
As the distributor of the shares of beneficial interest (“Shares”) of Ramius Archview Credit and Distressed 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 and “Dealer” 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”).
CUSTODY AGREEMENTCustody Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • New York
AGREEMENT, dated as of ________________, 2015 between each of Ramius Archview Credit and Distressed Fund and Ramius Archview Credit and Distressed Feeder Fund, severally and not jointly, each a business trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 599 Lexington Avenue, 19th Floor, New York, New York 10022 (each, the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN RAMIUS ARCHVIEW CREDIT AND DISTRESSED FUND ANDInvestment Advisory Agreement • June 17th, 2016 • Ramius Archview Credit & Distressed Fund • New York
This Amended and Restated Investment Advisory Agreement (the “Agreement”) is made this [•] day of [•], 2016, by and between Ramius Archview Credit AND DISTRESSED Fund, a Delaware statutory trust (the “Fund”), and Ramius Advisors, LLC, a Delaware limited liability company (the “Advisor”).
RAMIUS ARCHVIEW CREDIT AND DISTRESSED FUND AGREEMENT AND DECLARATION OF TRUST Dated as of September 22, 2015Agreement and Declaration of Trust • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • Delaware
WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;
Ramius Advisors, LLC 599 Lexington Avenue, 19th Floor New York, NY 10022 Archview Investment Group LP 750 Washington Blvd., 10th Floor Stamford, CT 06901Expense Limitation and Reimbursement Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • New York
Ramius Advisors, LLC (the “Adviser”) and Archview Investment Group LP (the “Sub-Adviser”) each hereby confirms its agreement as follows in respect of Ramius Archview Credit and Distressed Fund (the “Fund”).
Ramius Advisors, LLCExpense Limitation and Reimbursement Agreement • June 17th, 2016 • Ramius Archview Credit & Distressed Fund • New York
Ramius Advisors, LLC (the “Adviser”) and Archview Investment Group LP (the “Sub-Adviser”) each hereby confirms its agreement as follows in respect of Ramius Archview Credit and Distressed Fund (the “Fund”).
RAMIUS ARCHVIEW CREDIT AND DISTRESSED FUND SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund
This Subscription Agreement is entered into this [●] day of [●], 2015 by and between Ramius Archview Credit and Distressed Fund, a Delaware statutory trust (the “Fund”), and [●] (the “Subscriber”);
SUPPLEMENT TO THE DISTRIBUTION AGREEMENTDistribution Agreement • June 17th, 2016 • Ramius Archview Credit & Distressed Fund • Delaware
SUPPLEMENT made as of [__], 2016 (this “Supplement”) to the Distribution Agreement dated as of October 15, 2015 (the “Distribution Agreement”) between Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”), and Ramius Archview Credit and Distressed Fund and Ramius Archview Credit and Distressed Feeder Fund (each, the “Fund”).
INVESTMENT SUB-ADVISORY AGREEMENT BY AND BETWEENInvestment Sub-Advisory Agreement • October 23rd, 2015 • Ramius Archview Credit & Distressed Fund • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this 7th day of October, 2015, by and among Ramius Advisors, LLC, a Delaware limited liability company (the “Advisor”), Archview Investment Group LP, a Delaware limited partnership (the “Sub-Advisor”), and Ramius Archview Credit AND DISTRESSED Fund, a Delaware statutory trust (the “Fund”), solely as a party with respect to Section 8 hereof.
