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Denali Structured Return Strategy Fund Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Minnesota

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between DENALI STRUCTURED RETURN STRATEGY FUND, a Delaware statutory trust, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Delaware

THIS AGREEMENT is made and entered into as of this 8th day of February 2024, by and between Denali Structured Return Strategy Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

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AGREEMENT AND DECLARATION OF TRUST OF DENALI STRUCTURED RETURN STRATEGY FUND a Delaware Statutory Trust
Trust Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST effective as of the 23rd day of October 2023 by the Trustee hereunder, and as amended by the Board effective January 9, 2024. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware.

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AGREEMENT AND DECLARATION OF TRUST OF DENALI STRUCTURED RETURN STRATGEY FUND a Delaware Statutory Trust
Declaration of Trust • November 28th, 2023 • Denali Structured Return Strategy Fund • Delaware
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DENALI STRUCTURED RETURN STRATEGY FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Delaware

This Investment Advisory Agreement (the "Agreement") is made and entered into effective as of January 22, 2024 by and between Denali Structured Return Strategy Fund (the "Fund"), a Delaware statutory trust and Liquid Strategies, LLC, a Delaware limited liability company (the "Adviser").

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between DENALI STRUCTURED RETURN STRATEGY FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between DENALI STRUCTURED RETURN STRATEGY FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between DENALI STRUCTURED RETURN STRATEGY FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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FORESIDE FUND SERVICES, LLC DEALER AGREEMENT DENALI STRUCTURED RETURN STRATEGY FUND
Dealer Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund

This agreement is made and effective as of this _____ day of _________________, 202__, by and between Foreside Fund Services, LLC (“Distributor”) and [DEALER NAME] (“Dealer” and, together with Distributor, the “Parties”);

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Expense Limitation Agreement
Expense Limitation Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund
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Expense Limitation Agreement
Expense Limitation Agreement • July 29th, 2024 • Denali Structured Return Strategy Fund
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SUBSCRIPTION AGREEMENT BETWEEN DENALI STRUCTURED RETURN STRATEGY FUND (THE "FUND") AND THE INVESTOR LETTER OF INVESTMENT INTENT
Subscription Agreement • March 4th, 2024 • Denali Structured Return Strategy Fund

The undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the Fund, in the amount of $100,000.00 for 10,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.

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