0000894189-08-000198 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 24th, 2008 • Empiric Funds, Inc • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of September, 2007, by and between EMPIRIC FUNDS, INC., a Maryland Corporation (the “Company”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). EMPIRIC ADVISORS, INC., a Delaware corporation, the investment advisor to the Company (the “Advisor”), is a party hereto with respect to Section 5 only.

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AMENDMENT TO THE TEXAS CAPITAL VALUE FUNDS, INC.’S SERVICING AGREEMENTS
Empiric Funds, Inc • January 24th, 2008

THIS AMENDMENT dated as of this 22nd day of March, 2007, to the Transfer Agent Servicing and Fund Accounting Servicing Agreements dated October 14, 2005, as amended, the Custody and Prospect Servicing Agreements, dated as of January 1, 1999, as amended, (collectively the "Agreements"), is entered by and among Empiric Funds, Inc., formerly known as Texas Capital Value Funds, Inc., a Maryland corporation, (the "Corporation"), U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS") and U.S. Bank National Association, a national banking association (the “Custodian”).

AMENDMENT TO THE TEXAS CAPITAL VALUE FUNDS, INC.’S SERVICING AGREEMENTS
Empiric Funds, Inc • January 24th, 2008

THIS AMENDMENT dated as of this 22nd day of March, 2007, to the Transfer Agent Servicing and Fund Accounting Servicing Agreements dated October 14, 2005, as amended, the Custody and Prospect Servicing Agreements, dated as of January 1, 1999, as amended, (collectively the "Agreements"), is entered by and among Empiric Funds, Inc., formerly known as Texas Capital Value Funds, Inc., a Maryland corporation, (the "Corporation"), U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS") and U.S. Bank National Association, a national banking association (the “Custodian”).

Rule 12b-1 Related Agreement
Related Agreement • January 24th, 2008 • Empiric Funds, Inc

This letter will confirm our understanding and agreement with respect to payments to be made to you pursuant to a Distribution Plan (the “Plan”) adopted by Empiric Funds Inc., (the “Corporation”), on behalf of the Empiric Funds (the “Fund”), a series of the Corporation, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). The Plan and this related agreement (the “Rule 12b-1 Agreement”) have been approved by a majority of the Board of Directors, including a majority of the Board of Directors who are not “interested persons” of the Corporation, as defined in the Act, and who have no direct or indirect financial interest in the operation of the Plan or in this or any other Rule 12b-1 Agreement (the “Disinterested Directors”), cast in person at a meeting called for the purpose of voting thereon. Such approval included a determination by the Board of Directors that, in the exercise of its reasonable business judgment and in light of its fiduciary duties,

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