0001193125-07-166829 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN THE 787 FUND, INC. AND STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • July 31st, 2007 • 787 Fund, Inc. • Massachusetts

AGREEMENT made as of the [xx] day of [insert,] 2007, by and between THE 787 FUND, INC., a Maryland Corporation, having its principal office and place of business at 1290 Avenue of the Americas, New York, New York 10104 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

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GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • July 31st, 2007 • 787 Fund, Inc. • New York

This AGREEMENT is effective July 26, 2007 and is between JPMORGAN CHASE BANK (“Bank”) and THE 787 FUND, INC. (“787 FUND”) on behalf of the fund designated on Schedule B (each individually, the “Customer”).

DISTRIBUTION AGREEMENT between THE 787 FUND, INC. and ENTERPRISE FUND DISTRIBUTORS, INC. (Applicable to Class A, Class B, Class C and Class Y Shares)
Distribution Agreement • July 31st, 2007 • 787 Fund, Inc.

THIS AGREEMENT made this 26th of July, 2007, by and between THE 787 FUND, INC., a Maryland corporation (the “Corporation”), with respect to the series of beneficial interest set forth on Appendix A to this Agreement, and any applicable classes thereof (each a “Fund”, collectively, the “Funds”), and ENTERPRISE FUND DISTRIBUTORS, INC., a Georgia corporation (the “Distributor”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2007 • 787 Fund, Inc. • New York

AGREEMENT, dated as of July 26, 2007, by and between Enterprise Capital Management, Inc., a Georgia corporation (the “Manager”), and GAMCO Investors, Inc., a New York corporation (“Adviser”).

THE 787 FUND, INC. INVESTMENT ADVISER’S AGREEMENT
Investment Adviser’s Agreement • July 31st, 2007 • 787 Fund, Inc.

THIS AGREEMENT, made this 26th day of July 2007, is by and between The 787 Fund, Inc., a Maryland corporation (hereinafter referred to as “Corporation”), and Enterprise Capital Management, Inc., a Georgia corporation (hereinafter referred to as the “Adviser”).

MUTUAL FUNDS SERVICE AGREEMENT FUND ACCOUNTING AND COMPLIANCE SERVICES AXA EQUITABLE LIFE INSURANCE COMPANY July 26, 2007
Mutual Funds Service Agreement • July 31st, 2007 • 787 Fund, Inc. • New York
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 31st, 2007 • 787 Fund, Inc.

EXPENSE LIMITATION AGREEMENT, effective as of July 26, 2007 among Enterprise Capital Management, Inc. (the “Manager”), AXA Equitable Life Insurance Company (“Administrator”), and The 787 Fund, Inc. (the “Corporation”), on behalf of each series of the Corporation set forth in Schedule A attached hereto (each, a “Fund”, and collectively, the “Funds”).

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