Part C - OTHER INFORMATION
ITEM 23 - EXHIBITS
(a) Agreement and Declaration of Trust -1
(b) By-laws -1
(c) Instruments Defining Rights of Securities Holders
(1)Articles of Incorporation -1
(2)Articles Supplementary -Included
(d) Investment Advisory Contracts -Included
(e) Underwriting Contract
(1)Distribution Agreement -6
(f) Bonus or Profit Sharing Contracts -N/A
(g) Custodian Agreements -6
(h) Other Material Contracts
(1)Transfer Agency Agreement -6
(2)Fund Accounting Agreement -6
(i) Legal Opinion -Included
(j) Other Opinions
Consent of Accountants -6
(k) Omitted Financial Statements -N/A
(l) Initial Capital Agreements
(1)Articles of Incorporation -1
(m) Rule 12b-1 Plan -Included
(n) Financial Data Schedule
(1)Value & Growth Portfolio Financial Statements -Included
(2)Mid-Cap Focus Portfolio -Included
(o) Rule 18f-3 Plan -N/A
1. Incorporated by reference from Pre-Effective Amendment No. 1
to the Registration Statement on Form N-1A, filed on August
22nd, 1995.
2. Incorporated by reference from Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A, filed on
May 28th, 1996.
3. Incorporated by reference from Post-Effective Amendment
No. 3 to the Registration Statement on Form N-1A, filed on
August 13th, 1996.
4. Incorporated by reference from Post-Effective Amendment
No. 4 to the Registration Statement on Form N-1A, filed on
February 5th, 1997.
5. Incorporated by reference from Post-Effective Amendment
No. 5 to the Registration Statement on Form N-1A, filed on
November 26th, 1997.
6. Incorporated by reference from Post-Effective Amendment
No. 6 to the Registration Statement on Form N-1A, filed on
November 30th, 1998.
Item 24. Persons Controlled by or Under Common Control with the Fund
None
Item 25. Indemnification
The information on indemnification is incorporated by
reference to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement.
Item 26. Business and Other Connections of the Investment Adviser
Information regarding the business, profession, vocation or employment of a
substantial nature that each director, officer, and partner of the
Registrant and Advisor is involved with or has been involved in over the
last two years is listed in the Prospectus under the heading, "Who Runs
the Funds?" and in the Statement of Additional Information under the
headings, "Directors and Officers", and "Investment Advisor."
All other information regarding the Advisor is incorporated
by reference to its Form ADV as amended:
First Austin Capital Management, Inc. File No. 801-31075
Item 27. Principal Underwriters
Other than the Registrant, the Principal Underwriter for the Fund also
is the Principal Underwriter for the following investment companies:
Homestate Funds
Potomac Funds
Badgley Funds
Brazos Funds
Golf Associated Funds
Information regarding the Principal Underwriter, including compensation is
included under the heading, "Distribution of the Funds" in the Statement of
Additional Information.
Note: On 11/1/98, the Registrant changed distributors to Rafferty Capital
Markets.
Rafferty Capital Markets, Inc.
550 Mamaroneck Avenue
Harrison, NY 10528
Item 28. Location of Accounts and Records
The following entities prepare, maintain and preserve the records
required by Section 31(a) of the Investment Company Act of 1940
(the "1940 Act") for the Registrant. These services are provided to
the Registrant through written agreements between the parties to
the effect that such services will be provided to the Registrant
for such periods prescribed by the Rules and Regulations of the
Securities and Exchange Commission under the 1940 Act and such
records are the property of the entity required to maintain and
preserve such records and will be surrendered promptly on request:
Transfer Agent, Fund Accountant, and Custodian
Firstar Trust Company
615 E. Michigan Street, 3rd Floor
Milwaukee, WI 53202
Distributor
Rafferty Capital Markets, Inc.
550 Mamaroneck Avenue
Harrison, NY 10528
Item 29. Management Services
Not Applicable
Item 30. Undertakings
None
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION (CHARTER)
OF
TEXAS CAPITAL VALUE FUNDS, INC.
Articles Supplementary dated August 19, 1999, supplementing the Charter of
TEXAS CAPITAL VALUE FUNDS, INC., a Maryland Corporation, as heretofore amended.
ARTICLE I
TEXAS CAPITAL VALUE FUNDS, INC., pursuant to the provisions of its Charter and
Section 2-208 of the Maryland General Corporation Law, hereby files Articles
Supplementary for record evidencing the classification of 25,000,000 shares of
unissued stock into a new class designated as the BEAR 500 PORTFOLIO.
ARTICLE II
Section 2.1 DESCRIPTION OF STOCK. Without limiting the authority of
the Board of Directors, as set forth in the Charter to which these
supplementary articles apply, to establish and designate any further classes of
stock, there is hereby established and designated the third class of stock
in addition to the two classes already established and designated as
the VALUE & GROWTH PORTFOLIO, and the MID-CAP FOCUS PORTFOLIO. Such third
class of stock shall be designated the BEAR 500 PORTFOLIO and shall have the
relative preferences, rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as are
described in Article VI of the Articles of Incorporation of the
TEXAS CAPITAL VALUE FUNDS, INC.
Section 2.2 STATEMENT OF AUTHORITY. The stock comprising the third
class of stock of the TEXAS CAPITAL VALUE FUNDS, INC., has
been classified by the Board of Directors of TEXAS CAPITAL VALUE FUNDS, INC.,
under the authority contained in Article VI of the Charter of the
TEXAS CAPITAL VALUE FUNDS, INC., by vote duly adopted at a meeting of the
Board of Directors on August 19, 1999.
<PAGE>
IN WITNESS WHEREOF, TEXAS CAPITAL VALUE FUNDS, INC. has caused these Articles
Supplementary to be executed by its President and attested by its Secretary
thereunto duly authorized as of the day and year first above written.
ATTEST: TEXAS CAPITAL VALUE FUNDS, INC.
By:/s/ Brian T. Bares BY: /S/ Mark A. Coffelt
------------------------ ----------------------------
Brian T. Bares Mark A. Coffelt
Secretary President
<PAGE>
CERTIFICATE
The undersigned MARK A. COFFELT, President of TEXAS CAPITAL VALUE FUNDS,
INC., who executed this on behalf of said corporation the foregoing Articles
Supplementary, of which this Certificate is made a part, hereby acknowledges,
in the name of said corporation, the foregoing Articles Supplementary to be the
corporate act of said corporation and certifies that, to the best of his
knowledge, information and belief, that matters and facts set below therein
with respect to the approval thereof are true in all material respects, under
penalties of perjury.
TEXAS CAPITAL VALUE FUNDS, INC.
/S/ MARK A. COFFELT
---------------------------------
MARK A. COFFELT
President
Form of New Advisory Contract
Investment Advisory and Administrative Contract
THIS AGREEMENT (this "Agreement") is made this 19th day of August, 1999, by and
between Texas Capital Value Fund, Inc., a Maryland corporation (the "Fund"),
and First Austin Capital Management, Inc., a Delaware corporation (the
"Investment Advisor").
WITNESSETH:
WHEREAS, the Fund engages in the business of investing and reinvesting its
assets and property in various stocks and securities and the Investment Advisor
engages in the business of providing investment advisory services; and
WHEREAS, the Fund has need for investment advisory services.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Advisory Services. The Investment Advisor shall render investment advisory
services (the "Advisory Services") to the Fund, subject to the supervision and
direction of the Board of Directors of the Fund, for the period set forth in
Paragraph 6 below on the terms set forth herein. The Investment Advisor shall
render such Advisory Services and assume the obligations herein set forth, for
the compensation provided in Paragraph 3(a) below. The Investment Advisor
shall, for the purposes herein, be deemed to be an independent contractor, and
shall, unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way, or in any way be deemed an agent or
employee of the Fund.
2. Administrative Services. In addition to the Advisory Services, the
Investment Advisor shall provide certain administrative support services to the
Fund including establishing and maintaining shareholders' accounts and records,
processing purchase and redemption transactions, answering routine client
inquiries regarding the Fund, preparing all registration statements,
prospectuses, tax returns and proxy statements, valuing the Fund's portfolio
daily and calculating the daily net asset value per share, and providing such
other administrative services to the Fund as the Fund may reasonably request
(collectively, the "Administrative Services"). The Investment Advisor may
contract with third parties to perform all or part of the Administrative
Services. Notwithstanding anything contained in this Agreement to the contrary,
under no circumstances shall the execution of any such third party contract be
deemed an assignment by the Investment Advisor of an interest in this
Agreement.
3.(a) As compensation for the services to be rendered to the Fund by the
Investment Advisor under the provisions of this Agreement, the Fund shall pay
to the Investment Advisor:
(i) for Advisory Services a flat fee of one percent (1%) of the net assets of
the Fund; plus additional amounts as follows:
(ii)for Administrative Services a fee equal to the sum of (i) seven-tenths
percent (0.70%) of the amount of assets in the Fund between one dollar ($1.00)
and five million dollars ($5,000,000), inclusive, plus (ii) five-tenths percent
(0.50%) of the amount of assets in the Fund between five million and one
dollars ($5,000,001.00) and thirty million dollars ($30,000,000), inclusive,
plus (c) twenty-eight hundredths percent (0.28%) of the amount of assets in the
Fund between thirty million and one dollars ($30,000,001) and one hundred
million dollars ($100,000,000), inclusive, plus (d) twenty-five hundredths
percent (0.25%) of the amount of assets in the Fund between one hundred
million and one dollars ($100,000,001) and two hundred million dollars
($200,000,000), inclusive, plus (e) twenty hundredths percent (0.20%) of the
amount of assets in the Fund in excess of two hundred and one million dollars
($200,000,001), inclusive (all assets in the Fund for the purposes of this
Paragraph to be rounded to the nearest dollar prior to the computation of any
fee owed).
Such fees shall be accrued daily and be payable monthly in arrears on the first
day of each calendar month. Accruals of fees to the Investment Advisor shall
begin on the execution date of this Agreement. All fee accruals are accounted
separately for each series.
(b) Costs. All Fund costs, with the exception of extraordinary legal
expenses (as determined by the Board of Directors of the Fund), brokerage
commissions, custodial charges based upon transactions in the portfolio of the
Fund and marketing expenses, will be borne by the Investment Advisor as part of
this Agreement. In addition, the Investment Advisor shall absorb all the
organization costs for the Fund as determined by the Board of Directors of the
Fund.
In the conduct of the respective businesses of the parties hereto and in the
performance of this Agreement, the Fund and the Investment Advisor may share
common facilities and personnel common to each. The entire cost to the Fund
for the use of common facilities and personnel will be borne by the Advisor
as part of this Agreement.
If any Fund costs which the Investment Advisor has agreed to bear
hereunder are incurred by the Fund pursuant to separate agreements with third
parties, the Fund shall provide the Investment Advisor with copies of such
agreements and any amendments thereto and shall either bill the Investment
Advisor for the costs insured by the Fund thereunder or direct the Investment
Advisor to pay any such costs incurred directly to the third parties involved
as provided by the applicable agreements.
4. Non-Exclusive. The services to be rendered by the Investment Advisor to
the Fund under this Agreement are not to be deemed to be exclusive, and the
Investment Advisor shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby. If its ability becomes so impaired,
as determined by the Fund in its sole and absolute discretion, the Fund shall
notify the Investment Advisor of same and this Agreement shall automatically
terminate upon the receipt by the Investment Advisor of such notice. Such
automatic termination shall be upon the same terms and conditions as provided
for other terminations pursuant to the last sentence of Paragraph 7 below.
5. Interested Parties. It is understood and agreed that directors, officers,
employees, agents and shareholders of the Fund may be interested in the
Investment Advisor as directors, officers, employees, agents and shareholders
of the Investment Advisor. Similarly, directors, officers, employees, agents
and shareholders of the Investment Advisor may be interested in the Fund as
directors, officers, employees, agents and shareholders of the Fund.
Furthermore, the Investment Advisor itself may be interested in the Fund as a
shareholder or otherwise of the Fund. It is understood and agreed that
directors, officers, employees, agents and shareholders of the Investment
Advisor may continue as directors, officers, employees, agents and shareholders
of the Fund and vice versa; that the Investment Advisor, its directors,
officers, employees, agents and shareholders may engage in other business, may
render investment advisory services to other investment companies, or to any
other corporation, association, firm or individual, and may render underwriting
services to the Fund, or to any other investment company, corporation,
association, firm or individual, subject to the provisions of Paragraph 4 above.
The parties agree that the Investment Advisor has a proprietary interest in the
names "Texas Capital Value Funds, Inc." and "Value and Growth Portfolio", and
the Fund agrees to promptly take any and all necessary action to remove the
names "Texas Capital Value Funds, Inc." and "Value and Growth Portfolio" from
its corporate name and from the name of any of its funds upon receipt of
written request therefor from the Investment Advisor.
6. Term. Notwithstanding the date of this Agreement first above written, the
effective date of this Agreement (the "Effective Date") shall be the effective
date of that certain Registration Statement on Form N-1A of the Fund, filed by
the Fund with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended.
Thereafter, this Agreement shall continue in effect for one year from the
Effective Date. Such term may be extended annually for additional periods of
one year provided that each such extension is approved at least annually by a
vote of the Fund's Board of Directors. Such vote shall be cast in person at a
meeting called for the purpose of voting on such approval, and shall include
the votes of a majority of the Directors who are not parties to this
Agreement or interested persons of any such party.
7. Termination. This Agreement may be terminated at any time upon sixty (60)
days prior written notice, without the payment of any penalty, by the Fund's
Board of Directors or by vote of a majority of the outstanding voting
securities of the Fund. This Agreement shall automatically terminate in the
event of its assignment by the Investment Advisor or the Fund (within the
meaning of the Investment Company Act of 1940 (the "1940 Act")), which shall
be deemed to include a transfer of control of the Investment Advisor or the
Fund, respectively, unless an exemption from such automatic termination is
granted by order or rule of the Securities and Exchange Commission. Upon the
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for (i)
any obligation to respond to a breach of this Agreement committed prior to
such termination, (ii) the obligation of the Fund to pay to the Investment
Advisor the fee provided in Paragraph 3(a) above, prorated to the date of
termination, and (iii) the obligation of the Investment Advisor to bear the
costs provided for in Paragraph 3(b) above, prorated to the date of
termination (if applicable).
8. Assignment. This Agreement shall terminate automatically in the event of
its whole or partial assignment by the Investment Advisor or the Fund as
provided in Paragraph 7 above.
9. Fidelity Bond. As part of this Agreement, the Investment Advisor shall
bear the cost of the fidelity bond required to be maintained by the Fund for
employees, officers, or directors of the Investment Advisor who have access to
the Fund's securities or cash. Such bond must protect the Fund against loss
from larceny and embezzlement under the Act, and, in compliance with Rule 17g-1
under the 1940 Act, must be approved both in form and amount by a majority of
the independent directors of the Fund at least annually with due consideration
given to (a) the value of the Investment Advisor's aggregate assets, (b) the
type of custody arrangements employed, and (c) the nature of the securities
owned. Additionally, the Investment Advisor shall bear the cost, if any, for
Employee and Officer/Director and Officer (E&O/D&O) liability insurance
covering the Investment Advisor in favor of the Fund. Under the terms of this
Agreement, there is no initial requirement that E&O/D&O insurance be purchased,
but if the Board of Directors of the Fund ever requires in its sole and
absolute discretion that it be carried, or if the Investment Advisor decides,
unilaterally, to carry it, then such cost shall be borne by the Investment
Advisor and such insurance, if required to be carried by the Fund's Board of
Directors, shall be in such amount and for such a term as the Board may
reasonably require. The Investment Advisor shall not be liable for any error
of judgement or of law or for any loss suffered by the Fund in connection with
the matters to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Investment
Advisor in the performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
10. Notices. Any notice required or permitted to be given hereunder must be
in writing and may be given by personal delivery or by mail, and if given
by mail shall be deemed sufficiently given if sent by registered or certified
mail addressed to the party to be notified at the following applicable address:
The Fund:
Texas Capital Value Funds, Inc.
2301 S. Capital of Texas Hwy Bldg J-102
Austin, Texas 78746
The Investment Advisor:
First Austin Capital Management, Inc.
2301 S. Capital of Texas Hwy Bldg J-102
Austin, Texas 78746
Either party may specify a different address for notice purposes by
written notice to the other.
11. Governing Law. This Agreement is executed and delivered in the State of
Texas and shall be governed by the laws of Texas and the 1940 Act.
12. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and terminates and supersedes all prior understandings or
agreements on the subject matter hereof. No conditions or warranties shall be
implied herefrom unless expressly set forth herein. The Fund and the
Investment Advisor each acknowledge that the terms and conditions of this
Agreement, and each of them, are reasonable and fair and equitable. This
Agreement may be modified only by a future writing that is duly executed by
both parties.
13. Severability. If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
14. Waiver. Waiver by either party of any breach of any term, covenant or
condition in this Agreement shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition herein
contained, nor shall any custom or practice which may grow up between the
parties in the administration of the terms hereof be deemed a waiver of or
in any way affect the right of each party to insist on the performance of the
other party in strict accordance with said terms.
15. Time Is of the Essence. Time is of the essence of this Agreement.
16. Attorneys' Fees. In the event of any litigation or arbitration between
the parties with respect to this Agreement, all costs and expenses, including,
without limitation, actual professional fees such as accountants' and
attorneys' fees, incurred by the prevailing party, shall be paid by the other
party, which obligation on the part of the other party shall be deemed to have
accrued on the date of the commencement of such action and shall be enforceable
whether or not the action is prosecuted to judgement.
17. Mandatory Arbitration. All disputes arising under this Agreement shall be
arbitrated pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.
18. Independent Counsel. The parties acknowledge that they have had the
opportunity to consult with independent counsel of their own choosing in the
negotiation and execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.
Texas Capital Value Fund, Inc.,
a Maryland corporation
By______________________________
Mark A. Coffelt, President
First Austin Capital Management, Inc.,
a Delaware corporation
By_____________________________
Mark A. Coffelt, President
September 21, 1999
Texas Capital Value Funds, Inc.
2301 South Capital of Texas Highway
Building J-102
Austin, Texas 78746
Dear Sirs:
You have requested my opinion, as counsel to the Texas Capital Value Funds,
Inc. (the "Company"), as to certain matters regarding the issuance of shares
of the Company. As used herein, the term "Shares" means the shares of common
stock, par value $ .0001 per share, of each of the following series of the
Company: Value & Growth Portfolio; Mid-Cap Focus Portfolio, and Bear 500
Portfolio.
As counsel, I have examined certified or other copies, believed to be
genuine, of the Company's Articles of Incorporation and by-laws and such
resolutions and minutes of meetings of the Company's Board of Directors as
deemed relevant to this opinion, as set forth herein. This opinion is
limited to the laws and facts in existence on the date hereof, and the
laws of the State of Maryland and to the Securities Act of 1933 ("1933 Act"),
the Investment Company Act of 1940 ("1940 Act") and the regulations of the
Securities and Exchange Commission ("SEC") thereunder.
Based upon such law and facts, I am of the opinion that the issuance of the
Shares has been duly authorized by the Company and that, when sold in
accordance with the terms contemplated by the Post-Effective Amendment No. 8
to the Company's Registration Statement on Form N-1A ("PEA"), including
receipt by the Company of full payment for the Shares and compliance with
the 1933 Act and the 1940 Act, the Shares will have been validly issued,
fully paid and non-assessable.
I hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to my firm in the PEA.
Sincerely yours,
Stephanie A. Djinis
12B-1 PLAN
Texas Capital Value Funds, Inc
Distribution Assistance, Promotion, and Administrative Service Plan
Pursuant to Rule 12b-1 Under the Investment Company Act of 1940
This Distribution Assistance, Promotion, and Administrative Service Plan
(the "Plan") is designed to conform to the requirements of Rules 12b-1 under
Investment Company Act of 1940 (the "Act") and has been adopted by Texas
Capital Value Funds, Inc. (the "Fund"), Rafferty Capital Markets, Inc., the
Fund's Distributor (the "Distributor") and by First Austin Capital
Management, Inc., the Fund's Investment Adviser (the "Adviser").
The Fund, the Distributor, and the Adviser, all desire to substantially
increase the sale of the Fund's shares in order to (a) spread the cost of the
Fund's operation over a larger shareholder base and (b) permit the Fund to take
advantage of certain economies of scale that are available to a funds with a
larger asset base. The Directors of both the Fund and the Distributor believe
that the best way to achieve this goal is for the Fund to adopt a Distribution
Agreement with the Distributor and utilize a portion of its assets to pay for
(1) advertising and promotion expenses of all kinds (including cooperative ads
placed by brokers and dealers who have entered into written agreements with the
Distributor in the future), (2) fulfillment expenses which include the cost of
printing and mailing prospectuses and sales literature to prospective
shareholders of the Fund, (3) sales assistance payments to brokers and dealers
who already have entered or may enter into written agreements with the Fund in
the future relating to the sale of Fund shares, and (4) for reimbursement
and/or compensation to brokers, dealers, and other financial intermediaries
such as banks and other institutions, for administrative and accounting
services rendered for the accounts of Fund stockholders who purchase and
redeem their shares through such banks or other institutions.
Pursuant to this Plan, the Value & Growth Portfolio and Mid-Cap Focus
Portfolio will contribute a sum of money to the Distributor for the purposes
set forth above, which will equal .25% of average daily net assets of the Fund
during its fiscal year, and the Bear 500 Portfolio will contribute a sum of
money to the Distributor for the purposes set forth above, which will equal
1.00% of average daily net assets of the Fund during its fiscal year. These
payments will be made by the Fund from time to time, but not more often than
once a month. The Adviser will be responsible for administering this Plan,
providing reports on its income and disbursements to the Directors of the Fund
on a continuing basis. The Distributor will be responsible for entering into
written Sales Agreements with brokers and dealers as contemplated by this Plan.
The level of Sales Assistance payments to be made to each broker or dealer
entering into a written Sales Agreement will be set forth in the Fund's
prospectus. It is contemplated that Sales Assistance payments will be made
quarterly and will vary directly with the average level of Fund assets
comprising the accounts of Fund shareholders who are customers of that broker
or dealer.
It is understood by the Directors of the Fund and by the Distributor that
all Fund payments made to the Distributor in accordance with this Plan will not
exceed (when added to other Fund operating expenses) the permissible level of
Fund operating expense that is permitted pursuant to the terms of any expense
limitation arrangement or undertaking in effect from time to time between the
Fund and the Adviser.
The Adviser will prepare and furnish to the Fund's Board of Directors at
least quarterly a written report complying with the requirements of Rule 12b-1
which sets forth all amounts expended under the Plan and the purposes for which
such expenditures were made.
It is also understood by the Fund and the Distributor that the Distributor
may incur additional expenses in carrying out its duties pursuant to the
Distribution Agreement between the Fund and the Distributor that will be over
and above the amount that the Fund will contribute to the Distributor as
described in this Plan.
In addition, the Adviser to the Fund may at its option, and only out of
the net capital or net profits of the Adviser (not out of the Fund's management
fee), reimburse the Fund or the Distributor for any such additional expenses
used to promote, advertise, or take any other action intended to increase the
assets of the Fund. The Board, in its annual review of the Advisory and
Administrative Agreement, shall disregard any such marketing costs incurred by
the Advisor to the Fund or the Distributor in the evaluation of the
reasonableness of advisory and administrative fees incurred by the Fund.
The Plan will become effective immediately upon approval by a majority of the
Board of Directors of the Fund including a majority of the directors who are
not "interested persons" (as defined in the Act) of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan, pursuant to a vote cast
at a meeting called for the purposes of voting on the approval of the Plan.
The Plan will remain in effect for one year from the date it is approved
by the Board of Directors of the Fund, unless earlier terminated in accordance
with its terms, and thereafter may continue for successive annual periods if
the Plan is approved at least annually by a majority of the Board of
Directors of the Fund, including a majority of the Directors who are not
"interested persons" (as defined in the Act) of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan, pursuant to a vote
cast at a meeting called for the purpose of voting on the approval of the Plan.
The Plan may be amended at any time with the approval of the Board of Directors
of the Fund, provided that (a) any material amendments of the terms of the Plan
will become effective only if approved by a majority of the Board of Directors
of the Fund including a majority of the Board of Directors who are not
"interested persons" (as defined in the Act) of the Fund and who have no direct
or indirect financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan and (b) any amendment to
increase materially the amount to be expended for distribution assistance,
administrative services, and advertising and other expenses designed to
promote the sale of shares of the Fund pursuant to the Plan will be effective
only upon the additional approval by a vote of a majority of the outstanding
voting securities of the Fund.
The Plan is terminable without penalty at any time by (a) a vote of the
majority of the Directors of the Fund who are not "interested persons" (as
defined in the Act) of the Fund and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements entered into in
connection with the Plan, (b) a vote of a majority of the outstanding voting
securities of the Fund, or (c) by the Adviser.
All agreements with any persons relating to the implementation of the plan
will be subject to termination without penalty, pursuant to the provisions of
the paragraph above, and will automatically terminate in the event of their
assignment.
The Distributor is not obligated by the Plan to execute agreements with
any qualified broker or dealer or financial intermediary and any termination of
an agreement with broker or dealer or financial intermediary under the Plan
will have no effect on similar agreements between the fund and other
participating brokers or dealers or financial intermediaries pursuant to
the Plan.
While the Plan is in effect, the selection and nomination of the Directors
who are not "interested persons" of the funds (as defined in the Act) will be
committed to the discretion of such "disinterested" Directors.
Signatures
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940 the Registrant (certifies that
it meets all of the requirements for effectiveness of this registration
statement under rule 485(b) under the Securities Act and) has duly
caused this amendment to this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Austin the in State of Texas on December 1, 1998.
TEXAS CAPITAL VALUE FUNDS, INC.
by: /s/Mark A. Coffelt
Mark A Coffelt
President
/s/Mark A. Coffelt President, Chief Investment Officer and Director
Mark A Coffelt Dec 1, 1998
/s/Edward Clark Director Dec 1, 1998
Edward D. Clark
/s/John Henry McDonald Director Dec 1, 1998
John Henry McDonald
/s/Janis Claflin Director Dec 1, 1998
Janis Claflin
/s/Brian T. Bares Secretary Dec 1, 1998
Brian T. Bares
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<S> <C>
<ARTICLE> 6
<CIK> 0001000069
<NAME> Texas Capital Value Funds, Inc.
<SERIES>
<NUMBER> 1
<NAME> Value & Growth Portfolio
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
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<NAME> Texas Capital Value Funds, Inc.
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<NAME> Mid-Cap Focus Portfolio
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