0000930413-13-000185 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • January 15th, 2013 • Bluepoint Investment Series Trust • New York

AGREEMENT, dated as of ________________, 200__ between *, a business trust organized and existing under the laws of the State of ** having its principal office and place of business at *** (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 15th, 2013 • Bluepoint Investment Series Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 20th day of September, 2012, by and between ACAP Investment Series Trust, a Delaware statutory trust (the “Trust”), on behalf of ACAP Select Growth Fund (the “Fund”), the sole initial series of the Trust, and SilverBay Capital Management LLC, a Delaware limited liability company (the “Investment Adviser”).

AGREEMENT AND DECLARATION OF TRUST OF ACAP INVESTMENT SERIES TRUST a Delaware Statutory Trust Principal Place of Business: 350 Madison Avenue, 9th Floor New York, New York 10017
Bluepoint Investment Series Trust • January 15th, 2013 • Delaware

THIS DECLARATION OF TRUST (the “Declaration”) is made and entered into as of the date set forth below by the trustee named hereunder (the “Initial Trustee”) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 15th, 2013 • Bluepoint Investment Series Trust • New York

THIS AGREEMENT is made as of September 20, 2012, by and between ACAP Investment Series Trust (the “Trust”), on behalf of ACAP Select Growth Fund (the “Fund”), and Mainsail Group, LLC, a Delaware limited liability company (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new series of the Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder. For the avoidance of doubt, the provisions of this Agreement shall apply separately with respect to the Trust and Fund, as relevant.

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • January 15th, 2013 • Bluepoint Investment Series Trust

This Transfer Agency And Shareholder Services Agreement is made as of _______________, 2012 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and each investment company listed on the signature page to this Agreement (the “Investment Company”) and each Portfolio of each Investment Company listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time pursuant to any provision of Section 16

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • January 15th, 2013 • Bluepoint Investment Series Trust • New York

THIS AGREEMENT is made as of _____________________, by and between each investment company listed on the signature page hereto (each a “Fund”, collectively the “Funds”), and [The Bank of New York Mellon, a New York banking organization] [BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation] (“BNY Mellon”).

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