0001571049-17-007884 Sample Contracts

CUSTODY AGREEMENT dated as of ________________, 2017 by and between (“Company”) and (“Custodian”)
Custody Agreement • September 15th, 2017 • VII Peaks Co-Optivist Income Fund • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of ___________, 2017, and is by and between VII PEAKS CO-OPTIVIST INCOME FUND (and any successor or permitted assign, the “Company”), a Delaware statutory trust, having its principal place of business at 4 Orinda Way, Suite 125A, Orinda, CA 94563 and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.

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a Delaware statutory trust) AGREEMENT AND DECLARATION OF TRUST Dated as of January 25, 2017 AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • September 15th, 2017 • VII Peaks Co-Optivist Income Fund

This AGREEMENT AND DECLARATION OF TRUST is made as of January 25, 2017 by the Trustees to establish a statutory trust for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this declaration.

DISTRIBUTION AGREEMENT
Distribution Agreement • September 15th, 2017 • VII Peaks Co-Optivist Income Fund • Delaware

THIS AGREEMENT is made as of _________________, 2017, between VII PEAKS CO-OPTIVIST INCOME FUND, a Delaware statutory trust (the “Fund”), and ARETE WEALTH MANAGEMENT, LLC, a _______________ limited liability company (the “Broker”).

SUB-ADMINISTRATION SERVICING AGREEMENT
Sub-Administration Servicing Agreement • September 15th, 2017 • VII Peaks Co-Optivist Income Fund • New York

THIS AGREEMENT is made and entered into as of this 28th day of February, 2012, by and between VII PEAKS-KBR BDC ADVISOR II, LLC, a Delaware limited liability company (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

STAR SYSTEM TECHNOLOGY AND INVESTOR SERVICES AGREEMENT
Investor Services Agreement • September 15th, 2017 • VII Peaks Co-Optivist Income Fund • California

This Technology and Investor Services Agreement (the “Agreement”) is between Phoenix American Financial Services, Inc. (“PAFS”), a California corporation with its principal place of business located at 2401 Kerner Boulevard, San Rafael, California 94901 and VII Peaks Capital, LLC, a Delaware corporation, with its principal place of business located at 4 Orinda Way, Suite 125A, Orinda, California 94563 (the “Client”). This Agreement is effective as of __________________, 2017 (the “Effective Date”).

Exhibit A AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 15th, 2017 • VII Peaks Co-Optivist Income Fund • Delaware

This Agreement and Plan of Reorganization (“Agreement”) is made as of this 31st day of January, 2017 by and between VII PEAKS CO-OPTIVIST INCOME BDC II, INC., a Maryland corporation (the “Fund”), and VII PEAKS CO-OPTIVIST INCOME FUND, a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).

INVESTMENT ADVISORY AGREEMENT BETWEEN
Investment Advisory • September 15th, 2017 • VII Peaks Co-Optivist Income Fund • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of the ___ day of _________, 2017, by and between VII PEAKS CO-OPTIVIST INCOME FUND, a Delaware statutory trust (the “Fund”), and VII PEAKS CAPITAL, LLC, a California limited liability company (the “Adviser”).

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