INVESTMENT ADVISORY AGREEMENT
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RWB/WPG U.S. LARGE STOCK FUND
AGREEMENT made as of the __ day of August, 1998, by and between RWB/WPG
U.S. LARGE STOCK FUND, a Delaware business trust (the "Trust"), and ▇▇▇▇▇, ▇▇▇▇
& ▇▇▇▇▇, L.L.C., a Delaware limited liability company (the "Investment Adviser"
or "WPG").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Investment Adviser is an investment adviser registered under the Investment
Advisers Act of 1940, as amended, and is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended.
The Trust desires the Investment Adviser to render services to the
Trust, and the Investment Adviser is willing to render such services upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. INVESTMENT ADVISER. The Trust will, and hereby does, retain the
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Investment Adviser to act as the investment adviser of the Trust
and to provide certain services, as more fully set forth below,
and the Investment Adviser hereby accepts such retainer.
2. SUB-ADVISERS. The Investment Adviser may engage one or more
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investment advisers which are either registered as such or
specifically exempt from registration under the Investment
Advisers Act of 1940, as amended, to act as sub-advisers to
provide with respect to the Trust certain services set forth in
Section 4 of this Agreement, all as shall be set forth in a
written contract to which the Trust and the Investment Adviser
shall be parties, which contract shall be subject to approval by
the vote of a majority of the Trustees of the Trust who are not
interested persons of the Investment Adviser, the sub-adviser or
of the Trust, cast in person at a meeting called for the purpose
of voting on such approval and by the vote of a majority of the
outstanding voting securities of the Trust and otherwise
consistent with the terms of the 1940 Act.
3. INFORMATION SUPPLIED BY THE TRUST. The Trust will, from time to
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time, deliver to the Investment Adviser detailed statements of
the assets and resources of the Trust and information as to its
investment objectives.
4. ADVISORY SERVICES.
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(a) The Investment Adviser will regularly provide the Trust with
investment research, advice and supervision and will furnish
continuously an investment program for the Trust consistent
with the investment objectives and policies of the Trust.
The Investment Adviser will determine from time to time what
securities shall be purchased for the Trust, what securities
shall be held or sold by the Trust and what portion of the
Trust's assets shall be held uninvested as cash, subject
always to the provisions of the Trust's Declaration of
Trust, By-Laws and its registration statement under the 1940
Act and under the Securities Act of 1933 covering the
Trust's shares, as filed with the Securities and Exchange
Commission, and to the investment objectives, policies and
restrictions of the Trust, as each of the same shall be from
time to time in effect, and subject, further, to such
policies and instructions as the Board of Trustees of the
Trust may from time to time establish. To carry out such
determinations, the Investment Adviser will place orders for
the investment and reinvestment of Trust assets. The
Investment Adviser will exercise full discretion and act for
the Trust in the same manner and with the same force and
effect as the Trust itself might or could do with respect to
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 other
transactions.
(b) The Investment Adviser will, to the extent reasonably
required in the conduct of the business of the Trust and
upon its request, furnish to the Trust research, statistical
and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall
be made, whether or not the Trust shall at the time have any
investment in such industries, businesses, corporations or
securities. The Investment Adviser will use its best efforts
in the preparation of such reports and will endeavor to
consult the persons and sources believed by it to have
information available with respect to such industries,
businesses, corporations or securities.
(c) The Investment Adviser will maintain all books and records
with respect to the Trust's securities transactions required
by sub-paragraphs (b)(5),(6),(9) and (10) and paragraph (f)
of Rule 31a-1 under the 1940 Act (other than those records
being maintained by the Trust's custodian or transfer agent)
and preserve such records for the periods prescribed
therefor by Rule 31a-2 of the 1940 Act. The Investment
Adviser will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may
reasonably request.
5. ALLOCATION OF CHARGES AND EXPENSES. The Investment Adviser will
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pay all costs incurred by it in connection with the performance
of its duties under Section 4. The Investment Adviser will pay
the compensation and expenses of all of its personnel and will
make available, without expense to the Trust, the services of
such of its managing directors, officers and employees as may
duly be elected officers or Trustees of the Trust, subject to
their individual consent to serve and to any limitations imposed
by law. The Investment Adviser will not be required to pay any
expenses of the Trust other than those specifically allocated to
the Investment Adviser in this paragraph 5. In particular, but
without limiting the generality of the foregoing, the Investment
Adviser will not be required to pay: (i) fees and expenses of any
administrator of the Trust; (ii) organization expenses of the
Trust; (iii) fees and expenses incurred by the Trust in
connection with membership in investment company organizations;
(iv) brokers' commissions; (v) payment for portfolio pricing
services to a pricing agent, if any; (vi) legal, accounting or
auditing expenses (including an allocable portion of the cost of
its employees rendering legal services to the Trust); (vii)
interest, insurance premiums, taxes or governmental fees; (viii)
the fees and expenses of the transfer agent of the Trust; (ix)
the cost of preparing stock certificates or any other expenses,
including clerical expenses of issue, redemption or repurchase of
shares of the Trust; (x) the expenses of and fees for registering
or qualifying shares for sale and of maintaining the registration
of the Trust and registering the Trust as a broker or a dealer;
(xi) the fees and expenses of Trustees of the Trust who are not
affiliated with the Investment Adviser; (xii) the cost of
preparing and distributing reports and notices to shareholders,
the Securities and Exchange Commission and other regulatory
authorities; (xiii) the fees or disbursements of custodians of
the Trust's assets, including expenses incurred in the
performance of any obligations enumerated by the Declaration of
Trust or By-Laws of the Trust insofar as they govern agreements
with any such custodian; (xiv) costs in connection with annual or
special meetings of shareholders, including proxy material
preparation, printing and mailing; or (xv) litigation and
indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Trust's business. The
Investment Adviser shall not be required to pay expenses of
activities which are primarily intended to result in sales of
shares of the Trust.
6. LIMITATION OF LIABILITY.
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(a) THE INVESTMENT ADVISER. The Investment Adviser will not be
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liable for any error of judgment or mistake of law or for
any loss sustained by reason of the adoption of any
investment policy or the purchase, sale, or retention of any
security on the recommendation of the Investment Adviser,
whether or not such recommendation shall have been based
upon its own investigation and research or upon
investigation and research made by any other individual,
firm or corporation; but nothing contained herein will be
construed to protect the Investment Adviser
against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.
(b) THE TRUST. It is understood and expressly stipulated that
none of the Trustees or shareholders of the Trust shall be
personally liable hereunder. Neither the Trustees, officers,
agents nor shareholders of the Trust assume any personal
liability for obligations entered into on behalf of the
Trust. All persons dealing with the Trust must look solely
to the property of the Trust for the enforcement of any
claims against the Trust. No series of the Trust shall be
liable for any claims against any other series.
7. COMPENSATION OF THE INVESTMENT ADVISER. Neither the Investment
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Adviser nor any affiliate of the Investment Adviser will act as
principal or receive directly or indirectly any compensation in
connection with the purchase or sale of investment securities by
the Trust, other than the compensation provided for in this
Section and such brokerage commissions as are permitted by the
1940 Act, it being contemplated that WPG will act as principal
broker for the Trust in U.S. securities transactions.
(a) Except as provided in Subsections (b) and (c) below, the
Trust will pay the Investment Adviser an annual fee, payable
monthly, which varies in accordance with the total amount of
daily net assets of the Trust under the management of the
Investment Adviser. The annual advisory fee expressed as a
percentage of the average daily net assets of the Trust is
0.26% of average daily net assets up to $500 million, 0.24%
of average daily net assets from $500 million to $1 billion,
0.22% of average daily net assets from $1 billion to $2
billion and 0.20% of average daily net assets in excess of
$2 billion. For any period less than a full month during
which this Agreement is in effect, the fee shall be prorated
according to the proportion which such period bears to a
full month. For the purposes hereof, the net assets of the
Trust shall be computed in the manner specified in the
Trust's prospectus for the computation of the value of such
net assets in connection with the determination of the net
asset value of its shares. On any day that the net asset
value calculation is suspended as specified in the Trust's
prospectus, the net asset value for purposes of calculating
the advisory fee shall be calculated as of the date last
determined.
(b) The Investment Adviser may from time to time agree not to
impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay or
reimburse the Trust for all or a portion of its
expenses not otherwise required to be borne or reimbursed by
the Investment Adviser. Any such fee reduction or
undertaking may be discontinued or modified by the
Investment Adviser at any time.
(c) The fees payable to the Investment Adviser under this
Agreement shall be paid into an interest-bearing escrow
account in the event that (i) the Securities and Exchange
Commission issues an order permitting the implementation of
this Agreement prior to the approval of this Agreement by
the holders of "a majority of the outstanding voting
securities" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust and
(ii) the holders of "a majority of the outstanding voting
securities" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust have
not voted to approved this Agreement by the date of the
closing of the acquisition by Robeco Groep N.V. of the
outstanding equity interests of the Investment Adviser. If
such approval has subsequently been obtained by ___________,
1998, the fees paid by the Trust into the escrow account
(and interest thereon) shall be paid to the Investment
Adviser. If such approval has not been obtained by ________,
1998, this Agreement shall terminate and the fees paid
by the Trust into the escrow account (and interest thereon)
shall be paid to the Trust.
8. ADVERTISING MATERIAL. The Trust will not approve or authorize the
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use or distribution, in connection with the offering of its
shares for sale, of any literature or advertisements in any form
or through any medium, written or oral, unless not less than ten
(10) days prior to the giving of such approval or authorization
by the Trust, the Trust shall have submitted such literature or
advertising to the Investment Adviser and the Investment Adviser,
within ten (10) days, shall either have specifically approved or
shall have failed to disapprove such literature or advertising.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
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(a) DURATION. Except as provided in Section 7(c) above, this
Agreement shall remain in force until ______ __, 2000 and
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by a
vote of a majority of the Trustees, including a majority of
the Trustees who are not parties hereto or "interested
persons" (as defined by the ▇▇▇▇ ▇▇▇) of the Investment
Adviser, or by vote of a "majority of the outstanding voting
shares" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust, subject
to the provisions for termination and all of the other terms
and conditions hereof.
(b) VOLUNTARY TERMINATION. This Agreement may be terminated
without the payment of any penalty by (a) the Trust, upon
not more than sixty (60) days notice in writing to the
Investment Adviser provided such
termination is authorized by resolution of the Trustees of
the Trust or by a vote of a "majority of its outstanding
voting shares" of the Trust (as defined in the Act) and (b)
the Investment Adviser upon not more than sixty (60) days
notice in writing to the Trust.
(c) AUTOMATIC TERMINATION. This Agreement will automatically and
immediately terminate in the event of its "assignment," as
that term is used in the 1940 Act and rules and regulations
promulgated thereunder, by the Investment Adviser.
10. TRADING, SERVICES TO OTHERS, BROKERAGE. Nothing in this Agreement
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will in any way limit or restrict the Investment Adviser or any
of its officers, directors or employees from buying, selling or
trading in any securities for its own or other accounts. The
Investment Adviser may act as an investment adviser to any other
person, firm or corporation, and may perform management and any
other services for any other person, association, corporation,
firm or other entity pursuant to any contract or otherwise, and
take any action or do anything in connection therewith or related
thereto; and no such performance of management or other services
or taking of any such action or doing of any such thing shall be
in any manner restricted or otherwise affected by any aspect of
any relationship of the Investment Adviser to or with the Trust
or deemed to violate or give rise to any duty or obligation of
the Investment Adviser to the Trust; provided, however, that it
is understood that any advice rendered to the Trust by the
Investment Adviser will be used solely for the benefit of the
Trust. The Trust recognizes that Investment Adviser, in effecting
transactions for its various accounts, may not always be able to
take or liquidate investment positions in the same security at
the same time and at the same price.
11. NAME OF THE TRUST. The Trust hereby agrees that in the event that
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neither the Investment Adviser nor any of its affiliates acts as
investment adviser to the Trust, the name of the Trust will be
changed to one that does not contain the name "▇▇▇▇▇, ▇▇▇▇ &
▇▇▇▇▇" or the initials "WPG" or otherwise suggest an affiliation
with the Investment Adviser.
12. SERIES OF THE TRUST. The Investment Adviser recognizes that the
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Trust may terminate any series of the Trust, and may create new
series.
13. INDEPENDENT CONTRACTOR. The Investment Adviser is an independent
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contractor and not an employee of the Trust for any purpose.
14. ENTIRE AGREEMENT. This Agreement states the entire agreement of
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the parties hereto, and is intended to be the complete and
exclusive statement of the terms hereof. It may not be added to
or changed orally, and may not be modified or rescinded except by
a writing signed by the parties hereto and in accordance with the
1940 Act, when applicable.
15. NOTICES. Any notices sent pursuant to this Agreement may be sent
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by mail (postage prepaid) as follows, or to such other address or
addresses as the party may advise in writing:
(a) In the case of notices sent to the Trust to:
RWB/WPG U.S. LARGE STOCK FUND
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇
(b) In the case of notices sent to the Investment Adviser to:
▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, L.L.C.
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
16. GOVERNING LAW. This Agreement and all performance hereunder shall
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be governed by the laws of the State of New York, which apply to
contracts made and to be performed in the State of New York.
17. MISCELLANEOUS. The captions in this Agreement are included for
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convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect. This Agreement 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RWB/WPG U.S. LARGE STOCK FUND
By:________________________________
Its:
▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, L.L.C.
By:________________________________
Its:
