THE ROCKLAND FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is entered into as of the ____ day
of _________, 1996, between The Rockland Funds Trust, a
Delaware business trust (the "Trust"), and Greenville
Capital Management, Inc., a Delaware corporation
("Greenville").
W I T N E S S E T H
WHEREAS, the Trust is an open-end investment
company registered under the Investment Company Act of
1940, as amended (the "Act"). The Trust is authorized
to create separate series, each with its own separate
investment portfolio (the "Funds"), and the beneficial
interest in each such series will be represented by a
separate series of shares (the "Shares"). In addition,
Each series may issue one or more classes of shares.
WHEREAS, Greenville is a registered investment
adviser, engaged in the business of rendering
investment advisory services.
WHEREAS, in managing the Trust's assets, as well
as in the conduct of certain of its affairs, the Trust
seeks the benefit of Greenville's services and its
assistance in performing certain managerial functions.
Greenville desires to furnish such services and to
perform the functions assigned to it under this
Agreement for the consideration provided for herein.
NOW THEREFORE, the parties mutually agree as
follows:
1. Appointment. The Trust hereby appoints
Greenville as investment adviser for each of the Funds
of the Trust on whose behalf the Trust executes an
Exhibit to this Agreement, and Greenville, by execution
of each such Exhibit, accepts the appointments.
Subject to the direction of the Board of Trustees (the
"Trustees") of the Trust, Greenville shall manage the
investment and reinvestment of the assets of each Fund
in accordance with the Fund's investment objective and
policies and limitations, for the period and upon the
terms herein set forth. The investment of funds shall
also be subject to all applicable restrictions of the
Trust's Declaration of Trust and Bylaws as may from
time to time be in force.
2. Expenses Paid by Greenville. In addition to
the expenses which Greenville may incur in the
performance of its responsibilities under this
Agreement, and the expenses which it may expressly
undertake to incur and pay, Greenville shall incur and
pay all reasonable compensation, fees and related
expenses of the Trust's officers and its Trustees,
except for such Trustees who are not interested persons
(as that term is defined in Section 2(a)(19) of the
Act) of Greenville, including all expenses related to
the Trust's offices.
3. Investment Advisory Functions. In its
capacity as investment adviser, Greenville shall have
the following responsibilities:
(a) To furnish continuous advice and
recommendations to the Funds, as to the acquisition,
holding or disposition of any or all of the securities
or other assets which the Funds may own or contemplate
acquiring from time to time;
(b) To cause its officers to attend meetings
and furnish oral or written reports, as the Trust may
reasonably require, in order to keep the Trustees and
appropriate officers of the Trust fully informed as to
the condition of the investments of the Funds, the
investment recommendations of Greenville, and the
investment considerations which have given rise to
those recommendations; and
(c) To supervise the purchase and sale of
securities or other assets as directed by the
appropriate officers of the Trust.
The services of Greenville are not to be deemed
exclusive and Greenville shall be free to render
similar services to others as long as its services for
others do not in any way hinder, preclude or prevent
Greenville from performing its duties and obligations
under this Agreement. In the absence of willful
misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the
part of Greenville, Greenville shall not be subject to
liability to the Trust, the Funds, or to any
shareholder for any act or omission in the course of,
or connected with, rendering services hereunder or for
any losses that may be sustained in the purchase,
holding or sale of any security.
4. Obligations of the Trust. The Trust shall
have the following obligations under this Agreement:
(a) To keep Greenville continuously and
fully informed as to the composition of the Funds'
investments and the nature of all of its assets and
liabilities;
(b) To furnish Greenville with a copy of any
financial statement or report prepared for it by
certified or independent public accountants, and with
copies of any financial statements or reports made to
the Funds' shareholders or to any governmental body or
securities exchange;
(c) To furnish Greenville with any further
materials or information which Greenville may
reasonably request to enable it to perform its
functions under this Agreement; and
(d) To compensate Greenville for its
services in accordance with the provisions of paragraph
5 hereof.
5. Compensation. Each Fund shall pay to
Greenville for its services a monthly fee, as set forth
on the Exhibit(s) hereto, payable on the last day of
each month during which or during part of which this
Agreement is in effect. For the month during which
this Agreement becomes effective and any month during
which it terminates, however, there shall be an appro
priate proration of the fee payable for such month
based on the number of calendar days of such month
during which this Agreement is effective. Greenville
may from time to time and for such periods as it deems
appropriate reduce its compensation (and/or assume
expenses) for one or more of the Funds.
6. Expenses Paid by Trust.
(a) Except as provided in this paragraph,
nothing in this Agreement shall be construed to impose
upon Greenville the obligation to incur, pay, or
reimburse the Trust for any expenses not specifically
assumed by Greenville under paragraph 2 above. Each
Fund shall pay or cause to be paid all of its expenses
and the Fund's allocable share of the Trust's expenses,
including, but not limited to, investment adviser fees;
any compensation, fees, or reimbursements which the
Trust pays to its Trustees who are not interested
persons (as that phrase is defined in Section 2(a)(19)
of the Act) of Greenville; fees and expenses of the
custodian, transfer agent, registrar or dividend
disbursing agent; current legal, accounting and
printing expenses; administrative, clerical,
recordkeeping and bookkeeping expenses; brokerage
commissions and all other expenses in connection with
the execution of Fund transactions; interest; all
federal, state and local taxes (including stamp,
excise, income and franchise taxes); expenses of
shareholders' meetings and of preparing, printing and
distributing proxy statements, notices and reports to
shareholders; expenses of preparing and filing reports
and tax returns with federal and state regulatory
authorities; and all expenses incurred in complying
with all federal and state laws and the laws of any
foreign country applicable to the issue, offer, or sale
of Shares of the Funds, including but not limited to,
all costs involved in the registration or qualification
of Shares of the Funds for sale in any jurisdiction and
all costs involved in preparing, printing and
distributing prospectuses and statements of additional
information to existing shareholders of the Funds.
(b) If expenses borne by a Fund in any
fiscal year (including Greenville's fee, but excluding
interest, taxes, fees incurred in acquiring and
disposing of Fund securities and, to the extent
permitted, extraordinary expenses), exceed those set
forth in any statutory or regulatory formula prescribed
by any state in which Shares of a Fund are registered
at such time, Greenville will reimburse the Fund for
any excess.
7. Brokerage Commissions. For purposes of this
Agreement, brokerage commissions paid by a Fund upon
the purchase or sale of securities shall be considered
a cost of the securities of the Fund and shall be paid
by the respective Fund. Greenville is authorized and
directed to place Fund transactions only with brokers
and dealers who render satisfactory service in the
execution of orders at the most favorable prices and at
reasonable commission rates, provided, however, that
Greenville may pay a broker or dealer an amount of
commission for effecting a securities transaction in
excess of the amount of commission another broker or
dealer would have charged for effecting that
transaction, if Greenville determines in good faith
that such amount of commission was reasonable in
relation to the value of the brokerage and research
services provided by such broker or dealer viewed in
terms of either that particular transaction or the
overall responsibilities of Greenville. In placing
Fund business with such broker or dealers, Greenville
shall seek the best execution of each transaction, and
all such brokerage placement shall be made in
compliance with Section 28(e) of the Securities
Exchange Act of 1934 and other applicable state and
federal laws. Notwithstanding the foregoing, the Trust
shall retain the right to direct the placement of all
Fund transactions, and the Trustees may establish
policies or guidelines to be followed by Greenville in
placing Fund transactions for the Funds pursuant to the
foregoing provisions.
8. Proprietary Rights. Greenville has
proprietary rights in each Fund's name and the Trust's
name. Greenville may withdraw the use of such names
from the Fund or the Trust.
9. Termination. This Agreement may be
terminated at any time, without penalty, by the
Trustees of the Trust or by the shareholders of a Fund
acting by the vote of at least a majority of its
outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the Act), provided in
either case that 60 days' written notice of termination
be given to Greenville at its principal place of
business. This Agreement may be terminated by
Greenville at any time by giving 60 days' written
notice of termination to the Trust, addressed to its
principal place of business.
10. Assignment. This Agreement shall terminate
automatically in the event of any assignment (as the
term is defined in Section 2(a)(4) of the Act) of this
Agreement.
11. Term. This Agreement shall begin for each
Fund as of the date of execution of the applicable
Exhibit(s) and shall continue in effect with respect to
each Fund for two years from the date of this Agreement
and thereafter for successive periods of one year,
subject to the provisions for termination and all of
the other terms and conditions hereof if such
continuation shall be specifically approved at least
annually by the vote of a majority of the Trustees of
the Trust, including a majority of the Trustees who are
not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust),
cast in person at a meeting called for that purpose.
12. Amendments. This Agreement may be amended by
the mutual consent of the parties, provided that the
terms of each such amendment shall be approved by the
Trustees or by the affirmative vote of a majority of
the outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the Act) of each Fund.
This Agreement will become binding on the parties
hereto upon their execution of the Exhibit(s) to this
Agreement.
EXHIBIT A
to the
Investment Advisory Agreement
ROCKLAND GROWTH FUND
For all services rendered by Greenville hereunder,
the above-named Fund shall pay Greenville and
Greenville agrees to accept as full compensation for
all services rendered hereunder, an annual investment
advisory fee equal to 1.00% of the average daily net
assets of the Fund.
The portion of the fee based upon the average
daily net assets of the Fund shall be accrued daily at
the rate of 1.00% applied to the daily net assets of
the Fund.
The advisory fee so accrued shall be paid to
Greenville monthly.
Executed this _____ day of _________________, 19___.
GREENVILLE CAPITAL MANAGEMENT, INC.
By:___________________________
Xxxxxxx X. Xxxxxx, President
THE ROCKLAND FUNDS TRUST
By:_____________________________
