0000910472-13-002830 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 22nd, 2013 • Predex • New York

AGREEMENT, dated as of May 10, 2013 between PREDEX, a Trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 17605 Wright Street, Suite 2, Omaha, NE 68130 (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”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2013 • Predex • Nebraska

by and between PREDEX, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Suite 2, Omaha, Nebraska (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).

By-Laws of PREDEX
By-Laws • July 22nd, 2013 • Predex
FUND SERVICES AGREEMENT
Fund Services Agreement • July 22nd, 2013 • Predex • New York

2013, by and between PREDEX, a Delaware statutory trust having its principal office and place of business at 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

SELLING AGREEMENT
Selling Agreement • July 22nd, 2013 • Predex • Nebraska

Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter of shares of PREDEX (the “Fund”), a closed-end investment company, shares of which company is distributed by Distributor at its respective net asset value plus sales charges as applicable, pursuant to a written agreement (the “Underwriting Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund upon the following terms and conditions:

SUBSCRIPTION AGREEMENT BETWEEN PREDEX (THE "FUND") AND THE INVESTOR LETTER OF INVESTMENT INTENT
Subscription Agreement • July 22nd, 2013 • Predex

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.

Expense Limitation Agreement
Expense Limitation Agreement • July 22nd, 2013 • Predex

You have engaged us to act as the sole investment adviser to PREDEX (the "Trust" or the "Fund"), pursuant to a Management Agreement dated on or about March 21, 2013.

CONSULTING AGREEMENT
Consulting Agreement • July 22nd, 2013 • Predex • New York

This Consulting Agreement (this “Agreement”) is effective March 21, 2013 between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 (“NLCS”) and PREDEX a registered investment company organized as a Delaware statutory trust, located at 17605 Wright Street, Suite 2, Omaha, NE 68130 (the ʺTrustʺ), on behalf of each portfolio series listed on the attached Appendix A, as may be amended from time to time (each a “Fund” and collectively “Funds”).

MANAGEMENT AGREEMENT
Management Agreement • July 22nd, 2013 • Predex • New York

The Trust has been organized to engage in the business of a closed-end management investment company. The Trust currently offers one series of shares to investors.

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