MASTER INVESTMENT ADVISORY CONTRACT
WHITEHALL FUNDS TRUST
0000 XXXXXXXX XXXXX
XXXXXXXXXXX, XX 00000
November 18, 1994
As amended October 26, 2000
IBJ Whitehall Bank & Trust Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs or Madams:
This will confirm the agreement between Whitehall Funds Trust
(the "Trust") and IBJ Whitehall Bank & Trust Company (the "Adviser") as follows:
1. DEFINITIONS AND DELIVERY OF DOCUMENTS. The Trust has been
organized as a business trust under the laws of the State of Delaware and is an
open-end management investment company. The Trust's shares of beneficial
interest may be classified into series in which each series represents the
entire undivided interests of a separate portfolio of assets. For all purposes
of this Contract, a "Fund" shall mean a separate portfolio of assets of the
Trust with respect to which the Trust has entered into an Investment Advisory
Contract Supplement, and a "Series" shall mean the series of shares of
beneficial interest representing undivided interests in a Fund. All references
herein to this Contract shall be deemed to be references to this Contract as it
may from time to time be supplemented by Investment Advisory Contract
Supplements. The Trust engages in the business of investing and reinvesting the
assets of each Fund in the manner and in accordance with the investment
objective and restrictions specified in the Trust's Certificate of Trust, dated
August 25, 1994 (the "Certificate of Trust"), and the Prospectus or Prospectuses
(the "Prospectus") relating to the Trust and the Funds included in the Trust's
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"). 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.
2. INVESTMENT ADVISORY AND MANAGEMENT SERVICES. (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,
concerning, among other things, interest rate trends, portfolio composition,
credit conditions of both a general and special nature and the average maturity
of the portfolio of each Fund.
(b) The Adviser shall also provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Funds. Administrative services provided by the Adviser shall include (i)
data processing, clerical and bookkeeping services required in connection with
maintaining the financial accounts
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and records for the Trust and each of the Funds, (ii) the compilation of
statistical and research data required for the preparation of periodic reports
and statements of each of the Funds which are distributed to the Trust's
officers and Board of Trustees, (iii) the compilation of information required in
connection with the Trust's filings with the Securities and Exchange Commission
and (iv) such other services as the Adviser shall from time to time determine,
upon consultation with the Administrator, to be necessary or useful to the
administration of the Trust and each of the Funds.
(c) As a 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 of each such
Fund set forth in the Trust's Declaration of Trust, the Prospectus of each such
Fund, the 1940 Act and the provisions of the Internal Revenue Code relating to
regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and
Board of Trustees, at such times as the Board of Trustees may specify, of
investments made for each of the Funds and shall, when requested by the Trust's
officers or Board of Trustees, supply the reasons for making particular
investments.
(d) The Adviser, subject to and in accordance with any
directions which the Trust's Board of Trustees may issue from time to time,
shall place, in the name of the Funds, orders for the execution of the Fund's
securities transactions. When placing such orders the Adviser shall generally
seek to obtain the best net price and execution for the Funds, but this
requirement shall not be deemed to obligate the Adviser to place any order
solely on the basis of obtaining the lowest commission rate or spread if the
other standards set forth below have been satisfied. The parties recognize that
there are likely to be many cases in which different brokers or dealers are
equally able to provide such best price and execution and that, in selecting
among such brokers or dealers with respect to particular trades, it is desirable
to choose those brokers or dealers who furnish research, statistics, quotations
and other information to the Funds and the Adviser in accordance with the
standards set forth below. Moreover, to the extent that it continues to be
lawful to do so and so long as the Board of Trustees determines that the Funds
will benefit, directly or indirectly, by doing so, the Adviser may place orders
with a broker who charges a commission for that transaction which is in excess
of the amount of commission that another broker would have charged for effecting
that transaction, provided that the excess commission is reasonable in relation
to the value of "brokerage and research services" (as defined in Section
28(e)(3) of the Securities Exchange Act of 1934) provided by that broker.
Accordingly, the Trust and the Adviser agree that the Adviser
shall select brokers for the execution of the Funds' transactions from among
those brokers and dealers who provide quotations and other services to the
Funds, specifically including the quotations necessary to determine the Funds'
net assets, in such amount of total brokerage as may reasonably be required in
light of such services; and those brokers and dealers who supply research,
statistical and other data to the Adviser or its affiliates which the Adviser or
its affiliates may lawfully and appropriately use in their investment advisory
capacities, which relate directly to securities, actual or potential, of the
Funds, or which place the Adviser in a better position to make decisions in
connection with the management of the Funds' assets and securities, whether or
not such data may also be useful to the Adviser and its affiliates in managing
other portfolios or advising other clients, in such amount of total brokerage as
may reasonably be required.
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(e) The Adviser shall render regular reports to the Trust, not
more frequently than quarterly, of how much total business for the Funds'
portfolio transactions has been placed by the Adviser with brokers or dealers
falling into each of the categories referred to above and the manner in which
the allocation has been accomplished.
(f) The Adviser agrees that no investment decision will be
made or influenced by a desire to direct portfolio transactions for allocation
in accordance with the foregoing, and that the right to make such allocation
shall not interfere with the Adviser's paramount duty to obtain the best net
price and execution for the Funds.
(g) 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.
3. EXPENSES. (a) The Adviser shall, at its expense, (i) employ
or associate with itself such persons as it believes appropriate to assist in
performing its obligations under this Contract and (ii) provide all advisory
services, equipment, facilities and personal necessary to perform its
obligations under this Contract.
The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliated with
the Administrator or the Adviser or any of their 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 for keeping books and accounts and
calculating the net asset value of shares of each Series, transfer agent,
registrar and dividend disbursing agent of the Trust; expenses of issuing,
selling, redeeming, registering and qualifying for sale the Trust's shares of
beneficial interest; expenses of preparing and printing share certificates,
prospectuses, shareholders' reports, notices, proxy statements and reports to
regulatory agencies; the cost of office supplies; travel expenses of all
officers, trustees and employees; insurance premiums; brokerage and other
expenses of executing portfolio transactions; expenses of shareholders'
meetings; organizational expenses; and extraordinary expenses).
4. LIMITATION OF LIABILITY OF ADVISER. 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
except for lack of good faith, 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.
5. COMPENSATION OF THE ADVISER. In consideration of the
services to be rendered, facilities furnished and expenses paid or assumed by
the Adviser under this Contract, the Trust shall pay the Adviser a fee with
respect to each Fund in accordance with the applicable Investment Advisory
Contract Supplement. Fees under this Contract will begin to accrue on the first
day of a Fund's operations.
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If the fees payable to the Adviser pursuant to this paragraph
5 and the applicable Investment Advisory Contract Supplement 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, "business day" means each weekday
except those holidays on which the Federal Reserve Bank of New York, the New
York Stock Exchange (the "Exchange") or the Adviser are closed. Currently, those
holidays include: New Year's Day, Xxxxxx Xxxxxx Xxxx, Xx. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans'
Day, Thanksgiving and Christmas.
6. LIMITATION OF EXPENSES PAID BY THE FUNDS. The limitation of
expenses for each Fund is set forth in the applicable Investment Advisory
Contract Supplement.
7. DURATION AND TERMINATION OF THIS CONTRACT. This Contract
and any Investment Advisory Contract Supplement, shall become effective with
respect to a Fund on the date specified in the Supplement and shall thereafter
continue in effect PROVIDED, that this Contract shall continue in effect with
respect to a Fund for a period of more than two years from such date specified
in the Supplement 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 that Fund (as defined in the 1940 Act) or by the Trust's Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's 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 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 Trust's Board of Trustees on 60 days' written notice to the Adviser or by
the Adviser on 60 days' written notice to the Trust. If this Contract is
terminated with respect to any Fund, it shall nonetheless remain in effect with
respect to any remaining Funds. This Contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
8. AMENDMENT OF THIS CONTRACT. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Contract shall be effective
until approved by (a) the vote, cast in person at a meeting called for the
purpose, of a majority of the Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party, and (b)
with respect to any Fund affected by such change, waiver, discharge or
termination, by the vote of a majority of the outstanding voting securities of
the Series relating to such Fund, PROVIDED that no approval shall be required
pursuant to this clause (b) in respect of an Investment Advisory Contract
Supplement entered into to add a Fund to those covered by this Contract (or any
amendment or termination of such Supplement) by the holders of the outstanding
voting securities of any Series other than that of such Fund.
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9. OTHER ACTIVITIES OF THE ADVISER. 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. MISCELLANEOUS. The captions in this Contract are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of the Trust has been filed with
the Secretary of State of the State of Delaware. The obligations of the Trust
are not personally binding upon, nor shall resort be had to the private property
of, any of the Trustees, shareholders, officers, employees or agents of the
Trust, but only the Trust's property shall be bound.
The Trust recognizes that from time to time directors,
officers and employees of the Adviser may serve as trustees, directors, officers
and employees of other business trusts and corporations (including other
investment companies) and that such other entities may include the name
"Whitehall" as part of their name, and that the Adviser or its affiliates may
enter into investment advisory or other agreements with such other entities. If
the Adviser ceases to act as investment adviser to the Trust and its Funds, the
Trust agrees that, upon the instruction of the Adviser, the Trust will take all
necessary action to change the names of the Trust and the Funds to names not
including "Whitehall" in any form or combination of words.
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,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: President
ACCEPTED:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------
Title: Vice President
114
THE WHITEHALL MONEY MARKET FUND
A SERIES OF WHITEHALL FUNDS TRUST
November 18, 1994
As amended October 26, 2000
IBJ Whitehall Bank & Trust Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and IBJ Whitehall Bank & Trust Company (the "Adviser") as follows:
The Whitehall Money Market Fund (the "Fund") is a series portfolio of
the Trust which has been organized as a business trust under the laws of the
State of Delaware and is an open-end management investment company. The Trust
and the Adviser have entered into a Master Investment Advisory Contract, dated
November 18, 1994 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more fully
set forth therein. Certain capitalized terms used without definition in this
Investment Advisory Contract Supplement have the meaning specified in the Master
Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory Contract is
hereby adopted for the Fund. The Fund shall be one of the "Funds" referred to in
the Master Advisory Contract; and its shares shall be a "Series" of shares as
referred to therein.
2. PAYMENT OF FEES. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay 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 the annual rate of 0.35%.
3. LIMITATION OF EXPENSES PAID BY THE FUND. (a) If the aggregate expenses
of every character incurred by, or allocated to, the Fund in any fiscal year,
other than interest, taxes, expenses under the Plan, brokerage commissions and
other portfolio transaction expenses, other expenditures which are capitalized
in accordance with generally accepted accounting principles and any
extraordinary expenses (including,
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without limitation, litigation and indemnification expenses) but including the
fees payable under the Master Administrative Services Contract and the fees
provided for in paragraph 5 of the Master Advisory Contract ("includable
expenses"), shall exceed the expense limitations applicable to the Fund imposed
by state securities laws or regulations thereunder, as these limitations may be
raised or lowered from time to time, the Fund may deduct from the fees to be
paid to the Adviser, or the Adviser will bear, to the extent required by state
law, that portion of such excess which bears the same relation to the total of
such excess as the fee to be paid to the Adviser bears to the total fee
otherwise payable for the fiscal year by the Fund pursuant to the Master
Advisory Contract and the Master Administrative Services Contract between the
Trust and the Administrator. The Adviser's obligation pursuant hereto will be
limited to the amount of the fees payable for the fiscal year by the Fund
pursuant to the Master Advisory Contract.
(b) With respect to portions of a fiscal year in which this
Contract shall be in effect, the limitation specified in subparagraph (a) of
paragraph 3 above 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 Administrator will review the includable
expenses accrued during that fiscal year to the end of the period and shall
estimate the contemplated includable expenses for the balance of that fiscal
year. If, as a result of that review and estimation, it appears likely that the
includable expenses will exceed such limitation for a fiscal year with respect
to the Fund, the monthly fees relating to the Fund payable to the Adviser under
this Contract for such month shall be reduced, subject to the later adjustments
at the end of each month through the end of the fiscal year to reflect actual
expenses, by an amount equal to the proportionate share attributable to the
Adviser as described in subparagraph (a) of paragraph 3 above 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 includable 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 such limitation. For purposes of the foregoing, the value
of the net assets of the Fund shall be computed in the manner specified in the
penultimate sentence of paragraph 5 of the Master Advisory Contract, 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.
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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,
THE WHITEHALL MONEY MARKET FUND
a Series of Whitehall Funds Trust
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: President
The foregoing Contract
is hereby agreed to as of
the date hereof:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------
Title: Vice President
117
