ADVISORY AGREEMENT
AGREEMENT
made as of the 25th
day
of August,
2004,
between
Adelante
Capital Management LLC, a Delaware limited liability company (the “Adviser”),
and Adelante Funds, a Delaware business trust (the “Trust”).
WHEREAS,
the Adviser is engaged principally in the business of rendering investment
management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”);
and
WHEREAS,
the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the Trust is authorized to issue shares of beneficial interest in separate
series with each such series representing interests in a separate portfolio
of
securities and other assets, and in multiple classes of such series;
and
WHEREAS,
the Trust has retained UMB Fund Services, Inc. (together with any new
administrator engaged by the Trust, the “Administrator”) to provide
administration and fund accounting services with respect to the Trust’s
operations, subject to the control of the Board of Trustees; and
WHEREAS,
the Trust offers shares in multiple classes of shares of one series, the
Adelante U.S. Real Estate Securities Fund, such series (the “Initial Fund”),
together with all other series subsequently established by the Trust with
respect to which the Adviser renders management and investment advisory services
pursuant to the terms of this Agreement, being herein collectively referred
to
as the “Funds” and individually as a “Fund”; and
WHEREAS,
the Adviser has served as sub-adviser with respect to the Initial Fund since
its
inception, most recently pursuant to an agreement dated as of October 15, 2002,
which terminates in accordance with its terms effective as of the date hereof
as
a result of an assignment in connection with a change in control of the
Adviser;
WHEREAS,
Lend Lease Real Estate Investments, Inc. (“LLREI”) has served as adviser with
respect to the Initial Fund since its inception pursuant to an agreement dated
as of February 1, 2000, and such agreement shall terminate effective as of
the
date hereof;
WHEREAS,
the Adviser and the Trust desire that the function of the adviser and
sub-adviser with respect to the Initial Series be consolidated and be performed
by the Adviser.
NOW
THEREFORE, WITNESSETH: That it is hereby agreed between the parties hereto
as
follows:
1. APPOINTMENT
OF ADVISER.
(a) Initial
Fund.
The
Trust hereby appoints the Adviser to act as manager and investment adviser
to
the Initial Fund for the period and on the terms herein set forth. The Adviser
accepts such appointment and agrees to render the services herein set forth,
for
the compensation herein provided.
(b) Additional
Funds.
In the
event that the Trust establishes one or more series of shares other than the
Initial Fund with respect to which it desires to retain the Adviser to render
management and investment advisory services hereunder, it shall so notify the
Adviser in writing, indicating the advisory fee to be payable with respect
to
the additional series of shares. If the Adviser is willing to render such
services on the terms provided for herein, it shall so notify the Trust in
writing, whereupon such series of shares shall become a Fund
hereunder.
2. DUTIES
OF
ADVISER. The Adviser, at its own expense, shall subject to the stated investment
objective and policies of the Funds as set forth in the Trust’s
current
Registration Statement and subject to the supervision of the Board of Trustees
of the Trust, (a) develop and furnish continuously an investment program and
strategy for each Fund in compliance with that Fund’s
investment
objective and policies as set forth in the Trust’s
current
Registration Statement, (b) provide research and analysis relative to the
investment program and investments of each Fund, (c) determine (subject to
the
overall supervision of the Board of Trustees of the Trust) what investments
shall be purchased, held, sold or exchanged by each Fund and what portion,
if
any, of the assets of each Fund shall be held in cash or cash equivalents,
and
(d) make changes on behalf of the Trust in the investments of each Fund. In
connection therewith:
(i) In
accordance with paragraph 2(ii), the Adviser shall arrange for the placing
of
all orders for the purchase and sale of securities and other investments for
each Fund’s
account
and will exercise full discretion and act for the Trust in the same manner
and
with the same force and effect as the Trust might or could do with respect
to
such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or transactions.
(ii) In
connection with the management of the investment and reinvestment of each Fund,
the Adviser, acting by its own officers, directors or employees or by a duly
authorized subcontractor, is authorized to select the broker or dealers that
will execute purchase and sale transactions for the Trust.
In
executing portfolio transactions and selecting brokers or dealers, if any,
the
Adviser will use its best efforts to seek on behalf of a Fund the best overall
terms available. In assessing the best overall terms available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in and the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, with respect to the specific
transaction and on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker or dealer, if any, to execute a
particular transaction, the Adviser may also consider the brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Adviser with respect to the Fund and/or other
accounts over which the Adviser exercises investment discretion. The Adviser
may
pay to a broker or dealer who provides such brokerage and research services
a
commission for executing a portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if, but only if, the Adviser determines in good faith that
such
commission was reasonable in relation to the value of the brokerage and research
services provided.
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(iii) The
Adviser may buy securities for a Fund at the same time it is selling such
securities for another client account and may sell securities for a Fund at
the
time it is buying such securities for another client account. In such cases,
subject to applicable legal and regulatory requirements, and in compliance
with
such procedures of the Trust as may be in effect from time to time, the Adviser
may effectuate cross transactions between a Fund and such other account if
it
deems this to be advantageous. The Adviser also may cause a Fund to enter into
other types of investment transactions (e.g.,
a long
position on a particular securities index) at the same time it is causing other
client accounts to take opposite economic positions (e.g.,
a
short position on the same index).
(iv) 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 clients, the Adviser, to the extent
permitted by applicable laws and regulations, and in compliance with such
procedures of the Trust as may be in effect from time to time, may aggregate
the
securities to be sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, 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 the subject Fund and to such
clients.
(v) The
Adviser will advise the Funds’
custodian
or such depository or agents as may be designated by the custodian promptly
of
each purchase and sale of a portfolio security, specifying the name of the
issuer, the description and amount or number of shares of the security
purchased, the market price, the commission and gross or net price, the trade
date and settlement date and the identity of the effecting broker or dealer.
The
Adviser shall not have possession or custody of any Fund investments. The Trust
shall be responsible for all custodial agreements and the payment of all
custodial charges and fees and, upon the Adviser giving proper instructions
to
the custodian, the Adviser shall have no responsibility or liability for the
acts, omissions or other conduct of the custodian.
(vi) The
Adviser shall, upon due notice from the Adviser, provide such periodic and
special reports as the Board of Trustees may request (including but not limited
to reports describing any such research, advice or other services received
and
the incremental commissions, net price or other consideration to which they
relate).
3
(vii) The
Adviser shall also oversee the activities of the Administrator, subject always
to the control of the Board of Trustees of the Trust and to the provisions
of
the Trust’s Master Trust Agreement and By-laws, as amended, and the 1940 Act.
The Adviser is authorized to engage one or more sub-advisers in connection
with
the Adviser’s duties under this Agreement, which sub-advisers may be affiliates
of the Adviser. In connection therewith, the Adviser shall:
(A) furnish
to the Trust necessary assistance in the preparation all reports, prospectuses,
registration statements and amendments thereto now or hereafter required by
federal or other laws or by the rules or regulations of any duly authorized
commission or administrative body;
(B) furnish
to the Trust office space in the offices of the Adviser, or in such other place
or places as may be agreed upon from time to time, and all necessary office
facilities, simple business equipment, supplies, utilities and telephone
service.
(C) furnish
to the Trust executive and administrative personnel to provide management of
the
affairs of the Trust, including personnel to perform clerical, bookkeeping,
accounting and other office functions, which services are exclusive of the
necessary records or services, including shareholder services and fund
accounting services, of the Administrator and any dividend disbursing agent,
transfer agent, registrar or custodian, provided
that the
Adviser shall compensate all personnel, officers, and directors of the Trust
if
such persons are also employees of the Adviser or its affiliates;
and
(D) arrange
for providing and maintaining a bond issued by a reputable insurance company
authorized to do business in the place where the bond is issued against larceny
and embezzlement covering each officer and employee of the Trust, the Adviser
and/or any sub-adviser who may singly or jointly with others have access to
funds or securities of the Trust, with direct or indirect authority to draw
upon
such funds or to direct generally the disposition of such funds, which bond
shall be in such reasonable amount as a majority of the Trustees who are not
“interested persons” of the Trust, as defined in the 1940 Act, shall determine,
with due consideration to the aggregate assets of the Trust to which any such
officer or employee may have access, provided
that the
premium, or portion thereof pursuant to an agreement among the insured parties
in the case of a joint insured bond, for the bond shall be payable by the Trust
in accordance with paragraph 3(q).
4
3. ALLOCATION
OF EXPENSES.
The
Trust
assumes and shall pay all expenses for all other Trust operations and activities
and shall reimburse the Adviser for any such expense incurred by the Adviser
(it
being understood that the Trust shall allocate such expenses between or among
the Funds to the extent contemplated by its Master Trust Agreement). The
expenses to be borne by the Trust shall include, without
limitation:
(a) all
expenses of organizing the Trust or forming any series thereof, to the extent
now or hereafter permitted under generally accepted accounting principles
applicable to registered investment companies;
(b) all
expenses (including information, materials and services other than services
of
the Adviser) of preparing, printing and mailing all annual, semiannual and
periodic reports, proxy materials and other communications (including
registration statements, prospectuses and amendments and revisions thereto)
furnished to existing shareholders of the Trust and/or regulatory
authorities;
(c) fees
involved in registering and maintaining registration of the Trust and its shares
with the Securities and Exchange Commission and state regulatory
authorities;
(d) any
other
registration, filing or other fees in connection with requirements of regulatory
authorities;
(e) expenses,
including the cost of printing of certificates relating to the issuance of
shares of the Trust;
(f) to
the
extent not paid by the Trust’s distributor, the expenses of maintaining a
shareholder account and furnishing, or causing to be furnished, to each
shareholder a statement of his account, including the expense of
mailing;
(g) taxes
and
fees payable by the Trust to federal, state or other governmental
agencies;
(h) expenses
related to the redemption of its shares, including expenses attributable to
any
program of periodic redemption;
(i) all
issue
and transfer taxes, brokers’ commissions, margin costs, interest on borrowings
and other costs chargeable to the Trust in connection with securities
transactions to which the Trust is a party, including any portion of such
commissions attributable to research and brokerage services as defined by
Section 28(e) of the Securities Exchange Act of 1934, as amended;
(j) the
charges and expenses of the custodian appointed by the Trust, or any depository
utilized by such custodian, for the safekeeping of its
property;
5
(k) charges
and expenses of the Administrator and any shareholder servicing agents, transfer
agents and registrars appointed by the Trust, including costs of servicing
shareholder investment accounts;
(l) charges
and expenses of independent accountants retained by the Trust (including but
not
limited to charges and expenses relating to tax compliance and the preparation
and review of tax returns and related tax matters);
(m) fees
and
expenses for legal services in connection with the affairs of the Trust,
including reasonable fees charged (including internal charges and allocations)
and expenses incurred by the Adviser, if any, for performing such legal services
for the Trust;
(n) compensation
and expenses of Trustees of the Trust who are not “interested persons” of the
Trust (as defined in the 0000 Xxx);
(o) expenses
of shareholders’ and Trustees’ meetings;
(p) membership
dues in, and assessments of, the Investment Company Institute or similar
organizations;
(q) insurance
premiums on fidelity, errors and omissions and other coverages;
(r) expenses
incurred in connection with any distribution plan adopted by the Trust in
compliance with Rule 12b-1 of the 1940 Act;
(s) such
other non-recurring expenses of the Trust as may arise, including expenses
of
actions, suits, or proceedings to which the Trust is a party and the legal
obligation which the Trust may have to indemnify its Trustees, officers or
shareholders with respect thereto;
(t) fees
and
expenses incurred in connection with registering and qualifying the Trust’s
shares with federal and state regulatory authorities, including reasonable
fees
charged (including internal charges and allocations) and expenses incurred
by
the Administrator or the Adviser, if any, for performing such services for
the
Trust; and
(u) fees
and
expenses for fund accounting services, including reasonable fees charged
(including internal charges and allocations) and expenses incurred by the
Administrator or the Adviser, if any, for performing such fund accounting
services for the Trust.
6
4. ADVISORY
FEE.
For
the
services and facilities to be provided by the Adviser as provided in Sections
1
and 2 of this Agreement, the Trust shall pay to the Adviser on a monthly basis
compensation based on an annual percentage rate applied to the Fund’s average
daily net assets as specified in the Schedule(s) which are attached hereto
and
made a part of this Agreement. Such compensation shall be paid to the Adviser
as
soon as practicable after the last calendar day of each month.
All
rights of compensation under this Agreement for services performed as of the
termination date shall survive the termination of this Agreement.
In
the
case of commencement or termination of this Agreement with respect to any Fund
during any calendar month, the fee with respect to such Fund for that month
shall be reduced proportionately based upon the number of calendar days during
which it is in effect, and the fee shall be computed upon the average daily
net
assets of such Fund for the days during which it is in effect.
The
Adviser may from time to time and for such periods as it deems appropriate
reduce its compensation hereunder to the extent the Adviser may, by notice
to
the Trust, voluntarily declare.
5. EXPENSE
LIMITATION.
The
Adviser agrees that if the total expenses of any Fund (exclusive of interest,
taxes, brokerage expenses, distribution expenses, extraordinary items and any
other items allowed to be excluded by applicable state law) for any fiscal
year
of the Trust exceed the lowest expense limitation imposed in any jurisdiction
in
which that Fund is then making sales of its shares or in which its shares are
then qualified for sale, the Adviser will pay or reimburse such Fund for that
excess up to the amount of its advisory fee payable with respect to that Fund
during that fiscal year. The amount of the monthly advisory fee payable under
Paragraph 4 hereof shall be reduced to the extent that the monthly expenses
of
that Fund, on an annualized basis, would exceed the foregoing limitation. At
the
end of each fiscal year of the Trust, if the aggregate annual expenses
chargeable to any Fund for that year exceed the foregoing limitation based
upon
the average of the monthly average net asset value of that Fund for the year,
the Adviser will promptly reimburse that Fund for the amount of such excess
to
the extent not already reimbursed by reduction of the monthly advisory fee.
In
the event that such expenses are within the foregoing limitation, the Trust
shall be obligated to pay the Adviser excess amounts previously withheld from
the advisory fee during that fiscal year, provided that the amount of such
payment would not exceed the foregoing limitation.
In
the
event that this Agreement (i) is terminated with respect to any one or more
Funds as of a date other than the last day of the fiscal year of the Trust
or
(ii) commences with respect to one or more Funds as of a date other than the
first day of the fiscal year of the Trust, then the expenses of such Fund or
Funds shall be annualized and the Adviser shall pay to, or receive from, the
applicable Fund or Funds a pro rata portion of the amount that the Adviser
would
have been required to pay or would have received, if any, had this Agreement
remained in effect with respect to such Fund or Funds for the full fiscal
year.
7
6. RELATIONS
WITH TRUST.
Subject
to and in accordance with the Master Trust Agreement and By-Laws of the Trust
and the organizational or governing documents of the Adviser, it is understood
that Trustees, officers, agents and shareholders of the Trust are or may be
interested in the Adviser and its affiliates (or any successor thereof) as
directors, officers, or otherwise, that directors, officers, agents and
shareholders of the Adviser and its affiliates (or any successor) are or may
be
interested in the Trust as Trustees, officers, shareholders or otherwise, that
the Adviser (or any such successor thereof) is or may be interested in the
Trust
as a shareholder or otherwise and that the effect of any such adverse interests
shall be governed by said Master Trust Agreement, By-Laws and organization
or
governing documents. In addition, brokerage transactions for the Trust may
be
effected through affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
7. COMPLIANCE
WITH APPLICABLE REGULATIONS.
In
performing its duties hereunder, the Adviser
(a) shall
establish compliance procedures reasonably calculated to ensure compliance
at
all times with: all applicable provisions of the 1940 Act and the Advisers
Act,
and any rules and regulations adopted thereunder; Subchapter M of the Internal
Revenue Code of 1986, as amended; the provisions of the Registration Statement;
the provisions of the Declaration and the By-Laws of the Trust, as the same
may
be amended from time to time; and any other applicable provisions of state,
federal or foreign law.
(b) acknowledges
that the Trust has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Act and that the Adviser and certain of
its
employees, officers and directors may be subject to reporting requirements
thereunder and, accordingly, agrees that it shall, on a timely basis, furnish,
and shall cause its employees, officers and directors to furnish, to the Trust,
all reports and information required to be provided under such code of ethics
with respect to such persons.
(c) agrees
that it will maintain for the Trust all and only such records as required under
Rules 31a-1 and 31a-2 under the 1940 Act in respect to its services hereunder
and that such records are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust’s
request
all in accordance with Rule 31a-3 under the 1940 Act.
8
8. LIABILITY
OF ADVISER.
Neither
the Adviser nor its officers, directors, members, managers, employees, agents
or
controlling persons or their respective affiliates or assigns (collectively,
“Related Persons”) shall be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust or its shareholders in connection with
the
matters to which this Agreement relates; provided that no provision of this
Agreement shall be deemed to protect the Adviser or any Related Person against
any liability to the Trust or its shareholders to which it might otherwise
be
subject by reason of any willful misfeasance, bad faith or negligence in the
performance of its duties or the reckless disregard of its obligations and
duties under this Agreement. Nor shall any provision hereof be deemed to protect
any Trustee or officer of the Trust against any such liability to which he
might
otherwise be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of his duties or the reckless disregard of his
obligations and duties.
9. DURATION
AND TERMINATION OF THIS AGREEMENT.
(a) Duration.
This
Agreement shall become effective with respect to the Initial Fund on the date
hereof and, with respect to any additional Fund, on the date of receipt by
the
Trust of notice from the Adviser in accordance with paragraph 1(b) hereof that
the Adviser is willing to serve as Adviser with respect to such Fund. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect until August 25, 2005 with respect to the Initial Fund and, with respect
to each additional Fund, for two years from the date on which such Fund becomes
a Fund hereunder. Subsequent to such initial periods of effectiveness, this
Agreement shall continue in full force and effect for periods of one year
thereafter with respect to each Fund so long as such continuance with respect
to
such Fund is approved at least annually (a) by either the Trustees of the Trust
or by vote of a majority of the outstanding voting securities (as defined in
the
0000 Xxx) of such Fund, and (b), in either event, by the vote of a majority
of
the Trustees of the Trust who are not parties to this Agreement or “interested
persons” (as defined in the 0000 Xxx) of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Notwith-standing
the
foregoing provisions of this Section 8(a), the continuance of this Agreement
with respect to the Initial Fund or any additional Fund is subject to the
approval of this Agreement by a majority of the outstanding voting securities
of
that Fund at the first meeting of shareholders after this Agreement becomes
effective with respect to that Fund.
(b) Amendment.
Any
amendment to this Agreement shall become effective with respect to a Fund upon
approval of the Adviser, the Fund and if required by applicable law, a majority
of the outstanding voting securities (as defined in the 0000 Xxx) of that
Fund.
(c) Termination.
This
Agreement may be terminated with respect to any Fund at any time, without
payment of any penalty, by vote of the Trustees or by vote of a majority of
the
outstanding voting securities (as defined in the 0000 Xxx) of that Fund, or
by
the Adviser, in each case on sixty (60) days’ prior written notice to the other
party.
(d) Automatic
Termination.
This
Agreement shall automatically and immediately terminate in the event of its
assignment (as defined in the 1940 Act).
9
(e) Approval,
Amendment or Termination by Individual Fund.
Any
approval, amendment or termination of this Agreement by the holders of a
majority of the outstanding voting securi-ties (as defined in the 0000 Xxx)
of
any Fund shall be effec-tive to continue, amend or terminate this Agreement
with
respect to any such Fund notwithstanding (i) that such action has not been
approved by the holders of a majority of the out-standing voting securities
of
any other Fund affected thereby, and (ii) that such action has not been approved
by the vote of a majority of the outstanding voting securities of the Trust,
unless such action shall be required by any applicable law or
otherwise.
10. SERVICES
NOT EXCLUSIVE.
The
services of the Adviser to the Trust hereunder are not to be deemed exclusive,
and the Adviser and its affiliates shall be free to render similar services
to
others so long as the Adviser’s services hereunder are not impaired thereby. It
is understood that the persons employed by the Adviser to assist in the
performance of its duties hereunder will not devote their full time to such
services and nothing hereunder contained shall be deemed to limit or restrict
the right of the Adviser to engage in or devote time and attention to other
businesses or to render services of whatever kind or nature.
11. SUBCONTRACTORS.
The
Trust
hereby agrees that the Adviser may subcontract for the performance of any of
the
services contemplated to be rendered by the Adviser to any Fund hereunder,
which
subcontractors may be affiliates of the Adviser.
12. INTERIM
CONTRACT PROVISIONS.
Notwithstanding
any other provision of this Agreement:
(a) Prior
to this Agreement being approved by a vote of a majority of the Initial Fund’s
outstanding voting securities in accordance with the 1940 Act: (i) in no event
shall compensation paid to the Adviser with respect to the Fund’s hereunder
exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all fees
payable to the Adviser with respect to the Initial Fund hereunder shall be
held
in an interest-bearing escrow account with the Fund’s custodian or a bank (the
“Escrow Account”); and (iii) this Agreement may be terminated at any time
without the payment of any penalty, by vote of the Trustees of the Trust or
by a
vote of a majority of the outstanding voting securities of the Initial Fund
on
10 days’ prior written notice to the Adviser. Funds held in the Escrow Account,
including interest earned, shall be paid to the Adviser promptly after approval
of this Agreement by the vote of a majority of the Initial Fund’s outstanding
voting securities in accordance with the 1940 Act, provided that such approval
is obtained no later than 150 days after the date of this Agreement.
(b) If
this Agreement is not approved by a vote of a majority of the Initial Fund’s
outstanding voting securities within the time period stated above in (a), (i)
this Agreement shall immediately terminate; and (ii) the Adviser shall receive
from the Escrow Account the lesser of: (a) the sum of the amount of any costs
incurred by the Adviser in performing its duties with respect to the Initial
Fund under this Agreement prior to such termination plus any interest earned
on
that amount, and (b) the sum of the amount deposited in the Escrow Account
plus
any interest earned on that amount.
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13. LIMITATION
OF LIABILITY.
The
term
“Adelante Funds” means and refers to the Trustees from time to time serving
under the Master Trust Agreement of the Trust dated October 28, 1999 as the
same
may subsequently thereto have been, or subsequently hereto may be, amended.
It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents
or
employees of the Trust personally, but shall bind only the trust property of
the
Trust, as provided in the Master Trust Agreement. The execution and delivery
of
this Agreement have been authorized by the Trustees and signed by the President
of the Trust, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided
in
its Master Trust Agreement.
14. RESERVATION
OF NAME.
The
parties hereby acknowledge that the Adviser has reserved the right to grant
the
non-exclusive use of the name “Adelante”
or
any
derivative thereof to any other investment company, investment adviser,
distributor or other business enterprise, and to withdraw from the Trust the
use
of the name “Adelante”
The
name “Adelante”
will
continue to be used by the Trust so long as such use is mutually agreeable
to
the Adviser and the Trust.
15. MISCELLANEOUS.
(a) Notice.
Any
notice under this Agreement shall be in writing, addressed and delivered or
mailed, postage prepaid, to the other party at such address as such other party
may designate in writing for the receipt of such notices.
(b) Severability.
If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder shall not be thereby
affected.
c) Applicable
Law.
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Delaware without regard to principles of conflict of
laws.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the date first set forth above.
By:
/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
Name: Xxxxxxx X. Xxxxxx
Title: President
ADELANTE
CAPITAL
MANAGEMENT
LLC
By:
/s/
Xxxx
X. Xxxx
Name: Xxxx X. Xxxx
Title: Chief Operating Officer
Name: Xxxx X. Xxxx
Title: Chief Operating Officer
12
Schedule
A
to
the
between
Adelante Funds
and
Adelante
Capital Management LLC
The
Trust
shall pay the Adviser compensation at an annual rate multiplied by the average
daily net asset value of each Fund as follows:
Fund
|
Fee
(in basis points)
|
Adelante
U.S. Real Estate Securities Fund
|
80
|
Such
fee
shall be accrued daily and paid as soon as practical after the last day of
each
calendar month.
From
time
to time, the Adviser may voluntarily waive all or a portion of the advisory
fee
payable with respect to a Fund and/or, on a class-by-class basis, pay or
reimburse the Trust for a Fund’s expenses. In addition to any amounts otherwise
payable to the Adviser as an advisory fee for current services under the
Investment Management Agreement, the Trust shall be obligated to pay the Adviser
all amounts previously waived, paid or reimbursed by the Adviser with respect
to
a Fund, provided
that the
amount of such additional payment in any year, together with all other expenses
of the Fund (excluding portfolio transaction costs such as brokerage charges,
interest on borrowings, margin expenses and similar expenses), in the aggregate,
would not cause the Fund’s expense ratio for each class of shares in such year
to exceed the following annual rate multiplied by the average daily net asset
value of the respective class of such Fund, and provided
further
that no
additional payments shall be made with respect to amounts waived, paid or
reimbursed more than three (3) years prior to the date the Fund accrues a
liability with respect to such additional payment:
Adelante
U.S. Real Estate Securities Fund
Class
|
Maximum
Expense Ratio (in basis points)
|
Class
A Shares
|
150
|
Class
K Shares
|
125
|
Class
Y Shares
|
97
|
As
adopted with respect to Adelante
U.S. Real Estate Securities Fund on
August
25, 2004.
13