AMENDED AND RESTATED
SECOND MASTER INVESTMENT ADVISORY CONTRACT
Republic Funds
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February 1, 1991
as amended and restated September 1, 1993
and as of October 14, 1994
Republic National Bank of New York
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") as successor to Republic
Asset Management, Inc., which succeeded M.D. ▇▇▇▇▇▇ Investment Management, Inc.,
as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated by the Trust's
Board of Trustees (the "Board of Trustees") from time to time. This Contract
shall pertain to such Funds as shall be designated in Supplements to this
Contract as further agreed between the Trust and the Adviser. A separate series
of shares of beneficial interest in the Trust is offered to investors with
respect to each Fund. The Trust 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 specified in the currently effective
prospectus (the "Prospectus") relating to the Trust and the Funds included in
the company's Registration Statement, as amended from time to time, filed by the
Trust under the Investment Company Act of 1940 (the "1940 Act") and the
Securities Act of 1933. Copies of the documents referred to in the preceding
sentence have been furnished to the Adviser. Any amendments to those documents
shall be furnished to the Adviser promptly. Pursuant to a Master Distribution
Contract and Supplements thereto and a Master Administrative Services Contract
and Supplements thereto between the Trust and Signature Broker-Dealer Services,
Inc. (the "Sponsor"), the Trust has employed the Sponsor to act as principal
underwriter for each Fund and to provide to the Trust management and other
services.
2. The Trust 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.
Republic National Bank of New York
October 14, 1994
Page 2
(b) The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliated with
the Sponsor or any of its affiliates; taxes and governmental fees; interest
charges; fees and expenses of the Trust'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
value of shares of the Funds), transfer agent, registrar and dividend disbursing
agent of the Trust; expenses of issuing, selling, redeeming, registering and
qualifying for sale shares of beneficial interest in the Trust; 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,
Trustees and employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders' meetings;
organization expenses; and extraordinary expenses.
4. (a) The Adviser shall provide to the Trust 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 pursuant to its determinations either directly
with the issuer or with any broker or dealer who deals in such securities. The
Adviser will determine what portion of each Fund's portfolio shall be invested
in securities described by the policies of such Fund and what portion, if any,
should be invested otherwise or held uninvested.
The Trust 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. It is understood that the Adviser will not
use any inside information pertinent to investment decisions undertaken in
connection with this Contract 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 also shall provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Funds, which shall include (i) compliance with all reasonable requests of
the Trust for information, including information required in connection with the
Trust's filings with the Securities and Exchange Commission and state securities
commissions and (ii) such other services as the Adviser shall from time to time
determine, upon consultation with the Sponsor, to be necessary or useful to the
administration of the Trust and each of the Funds.
(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
Republic National Bank of New York
October 14, 1994
Page 3
Prospectus, the 1940 Act and the provisions of the Internal Revenue Code of 1986
relating to regulated investment companies subject to policy decisions adopted
by the Board of Trustees.
(d) The Adviser shall furnish to the Board of Trustees 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 Trust's officers or Board of Trustees 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 occasions 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.
5. The Adviser shall give the Trust 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 Trust 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
Trust 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.
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 based upon the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of each Fund during the preceding
month, at annual rates set forth in a Supplement to this Contract with respect
to each Fund. 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 or 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 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.
Republic National Bank of New York
October 14, 1994
Page 4
7. If the aggregate expenses of every character incurred by, or
allocated to, each Fund in any fiscal year, other than interest, taxes, expenses
under the Master Distribution Plan, brokerage commissions and other portfolio
transaction expenses, other expenditures which are capitalized in accordance
with generally accepted accounting principles and any extraordinary expense
(including, without limitation, litigation and indemnification expense), but
including the fees payable under this Contract and the fees payable to the
Sponsor under the Master Distribution Plan ("includible expenses"), shall exceed
the expense limitations applicable to that Fund imposed by state securities law
or regulations thereunder, as these limitations may be raised or lowered from
time to time, the Adviser shall pay that Fund an amount equal to 50% of that
excess. With respect to portions of a fiscal year in which this Contract shall
be in effect, the foregoing limitations shall be prorated according to the
proportion which that portion of the fiscal year bears to the full fiscal year.
At the end of each month of the Trust's fiscal year, the Sponsor will review the
includible expenses accrued during that fiscal year to the end of the period and
shall estimate the contemplated includible expenses for the balance of that
fiscal year. If, as a result of that review and estimation, it appears likely
that the includible expenses will exceed the limitations referred to in this
paragraph 7 for a fiscal year with respect to a Fund, the monthly fees relating
to that Fund payable to the Adviser under this Contract for such month shall be
reduced, subject to a later reimbursement to reflect actual expenses, by an
amount equal to 50% of a pro rata portion (prorated on the basis of the
remaining months of the fiscal year, including the month just ended) of the
amount by which the includible expenses for the fiscal year (less an amount
equal to the aggregate of actual reductions made pursuant to this provision with
respect to prior months of the fiscal year) are expected to exceed the
limitations provided in this paragraph 7. For purposes of the foregoing, the
value of the net assets of each Fund shall be computed in the manner specified
in paragraph 6, and any payments required to be made by the Adviser shall be
made once a year promptly after the end of the Trust's fiscal year.
8. (a) This Contract and any Supplement hereto shall become effective
with respect to a Fund on the date specified in such Supplement and shall
thereafter continue in effect with respect to that Fund for a period of more
than two years from such date 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 the Fund (as defined in the 1940 Act) or by the Board of
Trustees and (ii) by the vote, cast in person at a meeting called for that
purpose, of a majority of the members of the Board of Trustees who are not
parties to this Contract or "interested persons" (as defined in the 1940 Act) of
any such party.
(b) This Contract and any Supplement hereto 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 entire Board of Trustees on 60 days'
written notice to the Adviser or by the Adviser on 60 days' written notice to
the Trust. This Contract shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
Republic National Bank of New York
October 14, 1994
Page 5
9. 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.
10. The investment management services of the Adviser to the Trust
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.
11. This Contract shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
12. In the event that the Board of Trustees 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 Trust in writing, whereupon such portfolio shall become a
Fund hereunder.
13. The Declaration of Trust establishing the Trust, filed on April 22,
1987, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Republic Funds" refers to the Trustees under the
Declaration collectively as Trustees and not as individuals or personally, and
that no shareholder, Trustee, officer, employee or agent of the Trust shall be
subject to claims against or obligations of the Trust to any extent whatsoever,
but that the Trust estate only shall be liable.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By
Title: President
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By
Title:
FT4005A
AMENDED AND RESTATED
SECOND INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Republic Funds
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
February 1, 1991
as amended and restated September 1, 1993
and as of October 14, 1994
Republic National Bank of New York
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
RE: REPUBLIC U.S. GOVERNMENT MONEY MARKET FUND
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") effective October 14,
1994, as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. Republic U.S.
Government Money Market Fund (the "Fund") is a separate investment portfolio of
the Trust.
2. The Trust and the Adviser have entered into a Second Master
Investment Advisory Contract ("Second Master Advisory Contract") pursuant to
which the Trust has employed the Adviser to provide investment advisory and
other services specified in the Second Master Advisory Contract and the Adviser
has accepted such employment. Terms used but not otherwise defined herein shall
have the same meanings assigned to them by the Second Master Advisory Contract.
3. As provided in paragraph 1 of the Second Master Advisory Contract,
the Trust hereby adopts the Second Master Advisory Contract with respect to the
Fund and the Adviser hereby acknowledges that the Second Master Advisory
Contract shall pertain to the Fund, the terms and conditions of the Second
Master Advisory Contract being hereby incorporated herein by reference.
4. The term "Fund" as used in the Second Master Advisory Contract
shall, for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Second Master Advisory Contract
and subject to further conditions as set forth therein, the Trust shall with
respect to the Fund pay the Adviser a monthly fee on the first business day of
each month
Republic National Bank of New York
October 14, 1994
Page 2
based upon the average daily value (as determined on each business day at the
time set forth in the Prospectus for determining net asset value per share) of
the net assets of the Fund during the preceding month at the annual rate of
0.20% of average daily net assets.
6. This Amended and Restated Supplement and the Second Master Advisory
Contract (together, the "Contract") shall become effective with respect to the
Fund on October 14, 1994 and shall thereafter continue in effect with respect to
the Fund only so long as the continuance is specifically approved at least
annually (a) by the vote of a majority of the outstanding voting securities of
the Fund (as defined in the 1940 Act) or by the Board of Trustees and (b) by the
vote, cast in person at a meeting called for that purpose, of a majority of the
members of the Board of Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party. This
Contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the members of the Board of Trustees on 60 days' written notice to the Trust.
This Contract shall terminate automatically in the event of its assignment as
defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By
Title: President
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By
Title:
FT4005A
