0001140361-19-001139 Sample Contracts

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • January 16th, 2019 • 1WS Credit Income Fund • New York

AGREEMENT made as of , 2018 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

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AGENCY AGREEMENT
Agency Agreement • January 16th, 2019 • 1WS Credit Income Fund • Delaware

THIS AGREEMENT made the ____ day of _______, 2018, by and between 1WS CREDIT INCOME FUND, a statutory trust existing under the laws of the State of Delaware, having its principal place of business at 1290 Avenue of the Americas, 34th Floor, New York, New York 10104 (the “Fund”) and any other investment products set forth on Schedule I, attached hereto, as amended from time to time (each such investment program hereinafter jointly and severally referred to as “Fund”), and DST ASSET MANAGER SOLUTIONS, INC., a corporation existing under the laws of the State of Massachusetts, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):

BROKER DEALER SELLING AGREEMENT
Broker Dealer • January 16th, 2019 • 1WS Credit Income Fund • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and ___________________________________, a _________________________ company having its principal place of business ________________________________________________________ (hereinafter “Broker/Dealer”).

AGREEMENT AND DECLARATION OF TRUST OF 1WS CREDIT INCOME FUND A DELAWARE STATUTORY TRUST PRINCIPAL PLACE OF BUSINESS: 1290 AVENUE OF THE AMERICAS, 34TH FLOOR NEW YORK, NEW YORK 10104
1WS Credit Income Fund • January 16th, 2019 • Delaware

WHEREAS, THIS DECLARATION OF TRUST (the “Declaration”) is made and entered into as of the date set forth below by the trustee named hereunder (the “Initial Trustee”) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth,

DISTRIBUTION AGREEMENT
Distribution Agreement • January 16th, 2019 • 1WS Credit Income Fund • Colorado

THIS AGREEMENT is made as of December 28, 2018, between 1WS Credit Income Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

PRICING SERVICES AGREEMENT
Pricing Services Agreement • January 16th, 2019 • 1WS Credit Income Fund • New York
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Limitation and Reimbursement Agreement • January 16th, 2019 • 1WS Credit Income Fund • New York

THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as of the 14th day of December, 2018, by and between 1WS Credit Income Fund, a Delaware statutory trust (the “Fund”), and 1WS Capital Advisors, LLC, a Delaware limited liability company (“1WS”). All capitalized terms used herein and not defined shall have the meaning ascribed to them in the registration statement of the Fund.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 16th, 2019 • 1WS Credit Income Fund • New York
CUSTODY AGREEMENT by and between 1WS CREDIT INCOME FUND and THE BANK OF NEW YORK MELLON
Custody Agreement • January 16th, 2019 • 1WS Credit Income Fund • New York

CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between 1WS CREDIT INCOME FUND, a Delaware Statutory Trust organized under the laws of Delaware (the “Customer”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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