Ramius IDF Master Fund LLC Sample Contracts

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • September 15th, 2011 • Ramius IDF Master Fund LLC • Delaware

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2010, by and between Ramius IDF Master Fund LLC, a Delaware limited liability company (the “Fund”), and J.D. Clark & Co., Inc., a Utah corporation (the “Administrator”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [____________], 2011
Limited Liability Company Agreement • September 15th, 2011 • Ramius IDF Master Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Ramius IDF Master Fund LLC (the "Company") is dated as of [____________], 2011 by and among the Organizational Member (as defined below) and those persons hereinafter admitted as Members.

MASTER / FEEDER AGREEMENT BETWEEN RAMIUS IDF LLC AND RAMIUS IDF MASTER FUND LLC dated as of June 2, 2011
Agreement • September 15th, 2011 • Ramius IDF Master Fund LLC • New York

THIS AGREEMENT (the "Agreement") is made and entered into as of the 2nd day of June, 2011, by and among Ramius IDF LLC (the "Feeder Fund") and Ramius IDF Master Fund LLC ("Master Fund"), each a Delaware limited liability company.

CUSTODY AGREEMENT Dated ______________, 20__ Between UMB BANK, N.A. and RAMIUS ALTERNATIVE SOLUTIONS LLC
Custody Agreement • September 15th, 2011 • Ramius IDF Master Fund LLC

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 Ramius Alternative Solutions LLC, a Delaware limited liability company, on behalf of itself 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").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 15th, 2011 • Ramius IDF Master Fund LLC • New York

THIS INVESTMENT ADVISORY AGREEMENT is made and executed the ___ day of _____________, 2011, by and between Ramius IDF Master Fund LLC (the "Company") and Ramius Alternative Solutions LLC (the "Adviser"), each a Delaware limited liability company.

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