0001140361-14-041357 Sample Contracts

CUSTODY AGREEMENT Dated October 1, 2014 Between UMB BANK, N.A. and CORSAIR OPPORTUNITY FUND
Custody Agreement • November 12th, 2014 • Corsair Opportunity 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 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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DISTRIBUTION AGREEMENT
Distribution Agreement • November 12th, 2014 • Corsair Opportunity Fund • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of _________, 2014 by and between Corsair Opportunity Fund (the “Client”) and Foreside Fund Services, LLC, a Delaware limited liability company, (the “Distributor”).

ESCROW AGREEMENT
Escrow Agreement • November 12th, 2014 • Corsair Opportunity Fund • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 1st day of October, 2014, by and between Corsair Opportunity Fund, a Delaware statutory trust (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • November 12th, 2014 • Corsair Opportunity Fund • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 1st day of October, 2014, by and between Corsair Opportunity Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • November 12th, 2014 • Corsair Opportunity Fund • Delaware

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 1st day of October, 2014, by and between Corsair Opportunity Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Administrator”).

RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • November 12th, 2014 • Corsair Opportunity Fund • Missouri

By its execution of 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 Corsair Opportunity Fund, as closed-end registered investment company (the “Fund”), the Fund hereby directs the Custodian to appoint Citibank, N.A., a National Banking Association under the laws of the United States of America, as the Approved Foreign Custody Manager (the Delegate) under the terms of the Custody Agreement between the Fund and the Custodian to perform certain functions with respect to the custody of the Fund’s Assets (as defined in Section 13 of this Delegation Agreement) outside the United States of America.

Contract
Special Custody and Pledge Agreement • November 12th, 2014 • Corsair Opportunity Fund • New York
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 12th, 2014 • Corsair Opportunity Fund • New York

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the [__] day of [________], 20[__], by and between Corsair Opportunity Fund, a Delaware statutory trust (the "Fund"), and Corsair Capital Management, L.P., a Delaware limited partnership (the "Investment Adviser").

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • November 12th, 2014 • Corsair Opportunity Fund • New York

THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as of the [__] day of November, 2014, by and between Corsair Opportunity Fund, a Delaware statutory trust (the "Fund"), and Corsair Capital Management, L.P., a Delaware limited partnership ("Corsair").

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • November 12th, 2014 • Corsair Opportunity Fund • Delaware

As the distributor of the shares (“Shares”) of each investment company or companies referenced above and set forth on Appendix A (each, a “Fund”) which may be amended by us from time to time, 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.

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