Rule 12b-1 Related Agreement
Rule
12b-1 Related Agreement
Date
January 24, 2008
From:
Quasar Distributors, LLC
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Ladies
and Gentlemen:
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, there is a reasonable
likelihood that the Plan will benefit the Fund’s shareholders.
1. To
the extent you provide distribution and marketing services in the promotion
of
the Fund’s shares and/or services to Fund shareholders, including furnishing
services and assistance to your customers who invest in and own shares,
including, but not limited to, answering routine inquiries regarding the Fund
and assisting in changing account designations and addresses, we shall pay
you a
fee as described on Schedule A. We reserve the right to increase,
decrease or discontinue the fee at any time in our sole discretion upon written
notice to you.
You
agree
that all activities conducted under this Rule 12b-1 Agreement will be conducted
in accordance with the Plan, as well as all applicable state and federal laws,
including the Act, the Securities Exchange Act of 1934, the Securities Act
of
1933 and any applicable rules of the Financial Industry Regulatory
Authority.
2. You
shall furnish us with such information as shall reasonably be requested by
the
Board of Directors, on behalf of the Fund, with respect to the fees paid to
you
pursuant to this Rule 12b-1 Agreement.
3. We
shall furnish to the Board of Directors, for its review, on a quarterly basis,
a
written report of the amounts expended under the Plan by us and the purposes
for
which such expenditures were made.
4. This
Rule 12b-1 Agreement may be terminated by the vote of (a) a majority of
shareholders, or (b) a majority of the Disinterested Directors, on 60 days’
written notice, without payment of any penalty. In addition, this
Rule 12b-1 Agreement will be terminated by any act which terminates the Plan
or
the Distribution Agreement between the Corporation and us and shall terminate
immediately in the event of its assignment. This Rule 12b-1 Agreement
may be amended by us upon written notice to you, and you shall be deemed to
have
consented to such amendment upon effecting any purchases of shares for your
own
account or on behalf of any of your customer’s accounts following your receipt
of such notice.
5. This
Rule 12b-1 Agreement shall become effective on the date accepted by you and
shall continue in full force and effect so long as the continuance of the Plan
and this Rule 12b-1 Agreement are approved at least annually by a vote of the
Board of Directors of the Corporation and of the Disinterested Directors, cast
in person at a meeting called for the purpose of voting thereon. All
communications to us should be sent to the above address. Any notice
to you shall be duly given if mailed or faxed to you at the address specified
by
you below.
Quasar
Distributors, LLC
By: _________________________
Xxxxx
Xxxxxxxxx, President
Accepted:
_____________________________
(Dealer
or Service Provider Name)
_____________________________
(Xxxxxx Xxxxxxx)
(Xxxxxx Xxxxxxx)
_____________________________
(City)(State)(ZIP)
(City)(State)(ZIP)
_____________________________
(Telephone No.)
(Telephone No.)
_____________________________
(Facsimile No.)
(Facsimile No.)
By:_______________________________
(Name
and
Title)
2
Schedule
A
to
the
Rule
12b-1 Related Agreement
For
all
services rendered pursuant to the Dealer Agreement, we shall pay you a fee
based
on the average daily net assets of Shares of the Funds, as applicable, which
are
owned of record by your firm as nominee for your customers or which are owned
by
those customers of your firm whose records, as maintained by the Fund or its
agent, designate your firm as the customer’s dealer or service provider of
record. The amount of the 12b-1 fee for each Fund is described and
set forth in each Fund’s current prospectus.
We
shall
make the determination of the net asset value of each class of shares of the
Funds, which determination shall be made in the manner specified in the Funds’
current prospectuses, and pay to you, on the basis of such determination, the
fee specified, to the extent permitted under the Plans.
