0000894189-06-000809 Sample Contracts

AMENDMENT NO. 1 TO MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • March 28th, 2006 • Marketocracy Funds

THIS AMENDMENT NO. 1 TO MUTUAL FUND CUSTODY AGREEMENT (this "Amendment") is entered into as of _________, 2006, between Marketocracy Capital Management LLC (“MCM”), Union Bank of California, N.A. (the "Bank") and Alesco Global Advisors LLC (“AGA”), a limited liability company organized under the laws of the State of California with its principal office and place of business at 400 South El Camino Real, Suite 350, San Mateo, California 94402.

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DISTRIBUTION AGREEMENT
Distribution Agreement • March 28th, 2006 • Marketocracy Funds • New York

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of February 17, 2005, between Alesco Global Advisors LLC, a California limited liability company (“AGA”), as administrator of each series of Marketocracy Funds, a Delaware statutory trust (the “Trust”), listed on Schedule A hereto (as amended from time to time) to this Agreement (each the “Fund”), and Rafferty Capital Markets, LLC, (“RCM”), a limited liability company organized and existing under the laws of the State of New York.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • March 28th, 2006 • Marketocracy Funds • California

This Investment Advisory and Management Agreement (this “Agreement”), is made and entered into as of this 9th day of November, 2005, by and between MARKETOCRACY FUNDS, a Delaware statutory trust (the “Trust”), and ALESCO GLOBAL ADVISORS LLC, a California limited liability company (the “Adviser”).

ADMINISTRATION AGREEMENT
Administration Agreement • March 28th, 2006 • Marketocracy Funds • California

This Administration Agreement (this “Agreement”) is made and entered into as of this 9th day of November, 2005, by and between MARKETOCRACY FUNDS, a Delaware statutory trust (the “Trust”), and ALESCO GLOBAL ADVISORS LLC, a California limited liability company (the “Administrator”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 28th, 2006 • Marketocracy Funds • Wisconsin

THIS TRANSFER AGENT SERVICING AGREEMENT is made and entered into this ___ day of _______________, 2006, by and between ALESCO GLOBAL ADVISERS LLC, a California limited liability company (“AGA”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 28th, 2006 • Marketocracy Funds • Wisconsin

THIS FUND ACCOUNTING SERVICING AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 2006, by and between ALESCO GLOBAL ADVISORS LLC, a California limited liability company (“AGA”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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