MDT Funds Sample Contracts

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ARTICLE I DEFINITIONS
Custody Agreement • September 10th, 2002 • Optimum Q Funds • Ohio
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • August 20th, 2002 • Optimum Q Funds • Delaware
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 26th, 2005 • MDT Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of September, 2005, by and between Optimum QTM Funds, a Delaware statutory trust (the “Trust”), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

MDT FUNDS
Investment Management Agreement • November 28th, 2006 • MDT Funds • Massachusetts
AMENDED OPERATING EXPENSES AGREEMENT
Amended Operating Expenses Agreement • August 26th, 2005 • MDT Funds

AGREEMENT made this 1st day of September, 2005, between Optimum QTM Funds, a Delaware business trust (the “Trust”), on behalf of each series of the Trust listed in Schedule A hereto (each a “Fund” and collectively, the “Funds”), and MDT Advisers, a division of Harris Bretall Sullivan Smith, LLC, a Delaware limited liability company (the “Adviser”).

EXHIBIT 77H MDT Funds (Registrant) Pursuant to a Sale, Purchase and Put/Call Agreement dated May 11, 2006 (Purchase Agreement), Federated agreed to acquire (through an acquisition subsidiary of Federated) approximately 88.6% of the limited liability...
MDT Funds • September 29th, 2006

Pursuant to a Sale, Purchase and Put/Call Agreement dated May 11, 2006 (Purchase Agreement), Federated agreed to acquire (through an acquisition subsidiary of Federated) approximately 88.6% of the limited liability company interests of MDTA LLC. Federated also may acquire (through an acquisition subsidiary of Federated) the remaining 11.4% pursuant to a put/call arrangement with certain MDTA LLC interest holders (the ?Acquisition?). The transaction included initial purchase payments by Federated of approximately $92 million (together with transaction expenses paid on behalf of MDTA LLC and its owners, and certain post closing adjustments, the consideration paid by Federated totaled approximately $100.8 million), and a series of contingent payments totaling as much as $130 million over the next three years based on growth. This transaction was consummated (the ?Closing?) on July 14, 2006. After the Closing, MDTA LLC changed its name to Federated MDTA LLC.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 26th, 2005 • MDT Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of September,2005, by and between Optimum Q™ Funds, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 26th, 2005 • MDT Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of September 2005, by and between Optimum QTMFunds, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). MDT Advisers, a division of Harris Bretall Sullivan & Smith, LLC, a Delaware limited liability company and the investment adviser to the Trust (the “Adviser”), is a party hereto with respect to Section 5 only.

EXHIBIT 77H MDT Funds (Registrant) Pursuant to a Sale, Purchase and Put/Call Agreement dated May 11, 2006 (Purchase Agreement), Federated agreed to acquire (through an acquisition subsidiary of Federated) approximately 88.6% of the limited liability...
MDT Funds • April 2nd, 2007

Pursuant to a Sale, Purchase and Put/Call Agreement dated May 11, 2006 (Purchase Agreement), Federated agreed to acquire (through an acquisition subsidiary of Federated) approximately 88.6% of the limited liability company interests of MDTA LLC. Federated also may acquire (through an acquisition subsidiary of Federated) the remaining 11.4% pursuant to a put/call arrangement with certain MDTA LLC interest holders (the "Acquisition"). The transaction included initial purchase payments by Federated of approximately $92 million (together with transaction expenses paid on behalf of MDTA LLC and its owners, and certain post closing adjustments, the consideration paid by Federated totaled approximately $100.8 million), and a series of contingent payments totaling as much as $130 million over the next three years based on growth. This transaction was consummated (the "Closing") on July 14, 2006. After the Closing, MDTA LLC changed its name to Federated MDTA LLC.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 26th, 2005 • MDT Funds • Delaware
OPTIMUM QTM FUNDS Investment Management Agreement
Investment Management Agreement • August 26th, 2005 • MDT Funds • Massachusetts

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 1st day of September, 2005, by and between Optimum QTM Funds, a Delaware business trust (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”) listed in Appendix A hereto, as the same may be amended from time to time, and MDT Advisers, a division of Harris Bretall Sullivan & Smith, LLC, a Delaware limited liability company (the “Manager”).

MDT FUNDS
MDT Funds • September 27th, 2006 • Pennsylvania
CUSTODY AGREEMENT
Custody Agreement • August 26th, 2005 • MDT Funds • Delaware
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