FundVantage Trust Sample Contracts

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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2004 • Pacific Capital Funds
FOR MUTUAL FUNDS
Pacific Capital Funds • November 22nd, 1996 • Ohio
AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • November 28th, 2006 • Pacific Capital Funds
FORM OF SELLING AGREEMENT
Selling Agreement • November 22nd, 1996 • Pacific Capital Funds • Massachusetts
ARTICLE 1 TRANSFER OF ASSETS AND LIABILITIES
Agreement and Plan of Reorganization • May 1st, 2000 • Pacific Capital Funds • Massachusetts
ARTICLE I. DEFINITIONS
Manager Agreement • November 27th, 2002 • Pacific Capital Funds • New York
ARTICLE I DEFINITIONS
Custody Agreement • November 27th, 2002 • Pacific Capital Funds • New York
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FIRST ADDENDUM
Pacific Capital Funds • November 27th, 2002
DISTRIBUTION AGREEMENT
Distribution Agreement • November 28th, 2008 • Pacific Capital Funds • New York

AGREEMENT effective as of December 31, 2007 between Pacific Capital Funds (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219, and Foreside Distribution Services, L.P. (the “Distributor”), having an office at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110.

THIRD ADDENDUM
Pacific Capital Funds • November 27th, 2002
FORM OF AMENDMENT TO RULE 22C-2 SERVICES AGREEMENTS, TRANSFER AGENCY AGREEMENT, FUND ACCOUNTING AGREEMENT AND COMPLIANCE SERVICES AGREEMENT
Accounting Agreement and Compliance Services Agreement • November 25th, 2009 • Pacific Capital Funds

AMENDMENT made as of the ___ day of November 2009, between Pacific Capital Funds (the “Company”) and Citi Fund Services Ohio, Inc. (formerly known as BISYS Fund Services Ohio, Inc.) (“Citi”), to the (i) Rule 22c-2 Services Agreement dated February 27, 2007, (ii) Rule 22c-2 Services Agreement dated July 31, 2007, (iii) Transfer Agency Agreement dated February 1, 2002, (iv) Fund Accounting Agreement dated February 1, 2002, and (v) Compliance Services Agreement dated July 1, 2006, each between the Company and Citi (as amended and in effect on the date hereof, each an “Agreement” and collectively, the “Agreements”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • November 28th, 2007 • Pacific Capital Funds • New York

AGREEMENT made as of August 1, 2007 by and between The Asset Management Group of Bank of Hawaii (the “Adviser”), and Foreside Distribution Services, L.P. (the “Distributor”).

FIRST ADDENDUM Pacific Capital New Asia Growth Fund
Pacific Capital Funds • November 27th, 2002

THIS FIRST ADDENDUM, dated October 1, 2002, to the Sub-Advisory Agreement dated June 13, 2000 among Pacific Capital Funds (the "Trust"), The Asset Management Group of Bank of Hawaii (the "Advisor"), and First State (Hong Kong) LLC (formerly CMG First State (Hong Kong) LLC ("Sub-Advisor"), modifies the Sub-Advisory Agreement as follows:.

SUB-ADVISORY AGREEMENT Pacific Capital International Stock Fund
Sub-Advisory Agreement • November 28th, 2007 • Pacific Capital Funds

THIS AGREEMENT is made as of [February 28, 2007] among Pacific Capital Funds (the “Trust”), Asset Management Group of Bank of Hawaii (the “Adviser”), and Hansberger Global Investors, Inc. (the “Sub-Adviser”).

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Form of Agreement and Plan of Reorganization • March 15th, 2010 • FundVantage Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [ ] day of [ ], 2010, by and among FUNDVANTAGE TRUST, a Delaware statutory trust, with its principal place of business at 301 Bellevue Parkway, Wilmington, DE 19809 (“FundVantage”), with respect to Tax-Free Securities Fund and Tax-Free Short Intermediate Securities Fund (each an “Acquiring Fund”), each a series of FundVantage, PACIFIC CAPITAL FUNDS, a Massachusetts business trust, with its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (“Pacific Capital”), with respect to Tax-Free Securities Fund and Tax-Free Short Intermediate Securities Fund, each a series of Pacific Capital (each an “Acquired Fund” and, collectively with the Acquiring Funds, the “Funds”), and, for purposes of Sections 9.2, 9.3 and 15 only, Bank of Hawaii, a Hawaii banking corporation (“BOH”). The capitalized terms used herein shall have the meaning ascribed to them in this Agreement.

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