MASTER INVESTMENT ADVISORY CONTRACT
RBC FUNDS, INC.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Voyageur Asset Management Inc.
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Company")
and Voyageur Asset Management Inc. (the "Adviser") as follows:
1. The Company is an open-end investment company which currently has
one or more separate investment portfolios as may be established and designated
by the Directors from time to time (the "Funds"). This contract shall pertain to
such Funds as shall be designated in the supplements (each a "Supplement") to
this Master Investment Advisory Contract (the "Contract") as further agreed
between the Company and the Adviser. A separate class of shares of common stock
in the Company is offered to investors with respect to each Fund. The Company
engages in the business of investing and reinvesting the assets of each Fund in
the manner and in accordance with the investment objectives and restrictions
with respect to each Fund, as specified in the Registration Statement of the
Company, as amended from time to time (the "Registration Statement"), filed by
the Company under the Investment Company Act of 1940 (the "1940 Act") and the
Securities Act of 1933 (the "1933 Act"). Copies of the Registration Statement
have been furnished to the Adviser. Any amendments to the Registration Statement
shall be furnished to the Adviser promptly.
2. The Company hereby appoints the Adviser to provide the investment
advisory services specified in this Contract and the Adviser hereby accepts such
appointment.
3. (a) The Adviser shall, at its expense, (i) employ or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this Contract and (ii) provide all services, equipment and
facilities necessary to perform its obligations under this Contract.
(b) The Company shall be responsible for all of its expenses and
liabilities, including, but not limited to, compensation of its Directors who
are not affiliated with the Adviser, the Company's administrator, distributor,
or any of their affiliates; taxes and governmental fees; interest charges; fees
and expenses of the Company's independent accountants and legal counsel; trade
association membership dues; fees and expenses of any custodian (including
maintenance of books and accounts and calculation of the net asset valuation of
shares of the Funds); fees and expenses of any administrator, transfer agent,
fund accountant or dividend paying agent of the Company; expenses of any plan
adopted with respect to the Funds pursuant to Rule 12b-1 under the 1940 Act;
shareholder servicing expenses; expenses of issuing, redeeming, registering and
qualifying for sale shares of common stock in the Company; expenses of preparing
and printing share certificates, prospectuses and reports to
shareholders, notices, proxy statements and reports to regulatory agencies; the
cost of office supplies, including stationery; travel expenses of all officers,
Directors and employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders' meetings;
organizational expenses; and extraordinary expenses.
4. (a) The Adviser shall provide to the Company investment guidance
and policy direction in connection with the management of the portfolio of each
Fund, including oral and written research analysis, advice, statistical and
economic data and information and judgments, of both a macroeconomic and
microeconomic character.
The Adviser will determine the securities to be purchased or
sold by each Fund and will place orders with broker-dealers pursuant to its
determinations. The Adviser will determine what portion of each Fund's portfolio
shall be invested in securities described by the policies of each Fund and what
portion, if any, should be invested otherwise or held uninvested.
The Company will have the benefit of the investment analysis
and research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to investment
advisory customers of the Adviser. In making investment decisions, hereunder, it
is understood that the Adviser will not use any inside information that may be
in its possession or in the possession of any of its affiliates, nor will the
Adviser seek to obtain any such information.
(b) The Adviser shall provide to the Company's officers such
information relating to the Company and the Funds and the services to be
provided by the Adviser hereunder as the Company may reasonably request.
(c) As manager of the assets of each Fund, the Adviser shall make
investments for the account of each Fund in accordance with the Adviser's best
judgment and within the investment objectives and restrictions set forth in the
Registration Statement, the 1940 Act and the provisions of the Internal Revenue
Code relating to regulated investment companies, subject to policy decisions
adopted by the Company's Board of Directors. The Company will promptly notify
the Adviser in writing of any changes in a Fund's investment objectives and
restrictions.
(d) The Adviser shall furnish to the Company's Board of Directors
periodic reports on the investment performance of each Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Company's officers or Board of
Directors shall reasonably request.
(e) On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Fund as well as other customers, the
Adviser, to the extent permitted by applicable law, may aggregate the securities
to be so sold or purchased in order to obtain the best execution or lower
brokerage commissions, if any. The Adviser may also on occasion purchase or sell
a particular security for one or more customers in different amounts. On either
occasion, and to the extent permitted by applicable law and regulations,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to that Fund and to such other customers.
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(f) The Adviser may cause a Fund to pay a broker which provides
brokerage and research-related products and services to the Adviser a commission
for effecting a securities transaction in excess of the amount another broker
might have charged. Such higher commissions may not be paid unless the Adviser
determines in good faith that the amount paid is reasonable in relation to the
services received in terms of the particular transaction or the Adviser's
overall responsibilities to each Fund and any other of the Adviser's clients. In
addition, subject to seeking the most favorable price and best execution
available, the Adviser may also consider sales of shares of the Company as a
factor in the selection of brokers and dealers. Subject to seeking the most
favorable price and execution, the Company's Board of Directors may cause the
Adviser to effect transactions in portfolio securities through broker-dealers in
a manner that will help generate resources to: (i) pay the cost of certain
expenses which the Company is required to pay or for which the Company is
required to arrange payment; or (ii) finance activities that are primarily
intended to result in the sale of the Company's shares.
(g) The Adviser is authorized, with respect to any one or more
Funds, to delegate any or all of its rights, duties and obligations under this
Contract or any Supplement (subject in any event to all of the limitations,
terms and conditions applicable to the Adviser hereunder) to one or more
sub-advisers, and may enter into agreements with sub-advisers, and may replace
any such sub-advisers from time to time in its discretion, in accordance with
applicable requirements of the 1940 Act, the Investment Advisers Act of 1940, as
amended ("Advisers Act"), and rules and regulations thereunder, as amended from
time to time or as interpreted from time to time by the staff of the Securities
and Exchange Commission ("SEC"), and in accordance with any applicable exemptive
orders or similar relief granted by the SEC. The Adviser shall oversee the
performance and services provided by any sub-adviser engaged hereunder.
5. The Adviser shall give the Company the benefit of the Adviser's best
judgment and efforts in rendering services under this Contract. As an inducement
to the Adviser's undertaking to render these services, the Company agrees that
the Adviser shall not be liable under this Contract for any mistake in judgment
or in any other event whatsoever, provided that nothing in this Contract shall
be deemed to protect or purport to protect the Adviser against any liability to
the Company or its shareholders to which the Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Adviser's duties under this Contract or by reason of the
Adviser's reckless disregard of its obligations and duties hereunder. The
Adviser makes no representation or warranty, express or implied, that any level
of performance or investment results will be achieved by any Fund or that any
Fund will perform comparably with any standard or index, including other clients
of the adviser, whether public or private.
6. In consideration of the services to be rendered by the Adviser under
this Contract, each Fund shall pay the Adviser a monthly fee on the first
business day of each month at the annual rates set forth in a Supplement to this
Contract with respect to each Fund, provided that no fee shall accrue or be
payable hereunder with respect to a Fund until the first day after the day (the
"Approval Date") on which this Contract has been approved by the vote of a
majority of the outstanding voting securities of that Fund (as defined in the
1940 Act). If the fees payable to the Adviser pursuant to this paragraph 6 begin
to accrue before the end of any month or if this Contract terminates before the
end of any month, the fees for the period from that date to the end of that
month or from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion which the period
bears to the full month in which the effectiveness of termination occurs. For
purposes of calculating the monthly fees, the value of the net assets of each
Fund shall be computed in the manner specified in the Prospectus
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for the computation of net asset value. For purposes of this Contract, a
"business day" is any day the New York Stock Exchange is open for trading.
7. (a) This Contract and any Supplement shall become effective with
respect to a Fund on the date specified, provided it has been approved with
respect to that Fund (i) by the Company's Board of Directors, (ii) by the vote,
cast in person at a meeting called for that purpose, of a majority of the
Directors who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party ("Independent Directors"), and (iii)
by a majority of the outstanding voting securities (as defined in the 1940 Act)
of that Fund.
(b) This Contract shall thereafter continue in effect for a period
of more than two years from the date specified as to a Fund only so long as the
continuance is specifically approved at least annually (i) by the vote of a
majority of the outstanding voting securities of that Fund (as defined in the
1940 Act) or by a majority of the Company's Board of Directors and (ii) by the
vote, cast in person at a meeting called for that purpose, of a majority of the
Company's Independent Directors.
(c) This Contract and any Supplement may be modified by mutual
agreement of the parties, subject to the requirements of the 1940 Act, as
modified by rules and regulations thereunder, orders of the SEC, and
interpretations thereof by the SEC or its staff.
(d) This Contract and any Supplement thereto may be terminated
with respect to a Fund at any time, without the payment of any penalty, by a
vote of a majority of the outstanding voting securities of that Fund (as defined
in the 1940 Act) or by a vote of a majority of the Company's entire Board of
Directors on 60 days written notice to the Adviser, or by the Adviser on 60 days
written notice to the Company. This Contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
8. Except to the extent necessary to perform the Adviser's obligations
under this Contract, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
9. The investment management services of the Adviser to the Company
under this Contract are not to be deemed exclusive as to the Adviser and the
Adviser will be free to render similar services to others.
10. This Contract shall be construed in accordance with the laws of the
State of Minnesota, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
11. In the event that the Board of Directors of the Company shall
establish one or more additional investment portfolios, it shall so notify the
Adviser in writing. If the Adviser wishes to render investment advisory services
to such portfolio, it shall so notify the Company in writing, whereupon such
portfolio shall become a Fund hereunder.
12. Name Reservation. The Company acknowledges and agrees that the Royal
Bank of Canada, parent company of the Adviser, has property rights relating to
the use of the term "RBC" and has permitted the use of such term by the Company
and its Funds. The Company agrees that: (i) it will use
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the term "RBC" only as a component of the names of the Company and the Funds and
for no other purposes; (ii) it will not purport to grant to any third party any
rights in such term; (iii) at the request of the Adviser or the Royal Bank of
Canada, the Company will take such action as may be required to provide its
consent to use of the term by the Adviser or the Royal Bank of Canada, or any
affiliate of the Adviser or of the Royal Bank of Canada to whom the Adviser or
the Royal Bank of Canada shall have granted the right to such use; and (iv) the
Royal Bank of Canada may use or grant to others the right to use the term as all
or a portion of a corporate or business name or for any commercial purpose,
including a grant of such right to any other investment company. Upon
termination of this Agreement as to the Company or any Fund, the Company shall,
upon request of the Adviser or the Royal Bank of Canada, cease to use the term
"RBC" as part of the name of the Company and its Funds, or of any Fund as to
which the Agreement is terminated, as applicable. In the event of any such
request by the Adviser or the Royal Bank of Canada that use of the term "RBC"
shall cease, the Company shall cause its officers, Directors and stockholders to
take any and all such actions which the Adviser or the Royal Bank of Canada may
request to effect such request and to reconvey to the Royal Bank of Canada any
and all rights to the term "RBC."
If the foregoing correctly sets forth the agreement between the Company
and the Adviser, please so indicate by signing and returning to the Company the
enclosed copy hereof.
Very truly yours,
RBC FUNDS, INC.
By:
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Name:
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Title:
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ACCEPTED:
VOYAGEUR ASSET Dated:
MANAGEMENT INC. ----------------------
By:
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Name:
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Title:
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