RBC FUNDS TRUST
MASTER INVESTMENT ADVISORY CONTRACT
(Effective Date: April 16, 2004)
(Amended and Restated as of December 31, 2009)
RBC Mid Cap Growth Fund
RBC Mid Cap Value Fund
Access Capital Community Investment Fund
RBC Global Asset Management (U.S.) Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned RBC
Funds Trust (formerly Tamarack Funds Trust) (the "Trust") and
RBC Global Asset Management (U.S.) Inc. (formerly Voyageur Asset
Management Inc.) (the "Adviser") as follows:
1. The Trust is an open-end investment company which
currently has one or more separate investment portfolios
("funds") as may be established and designated by the Trustees
from time to time. This contract shall pertain to such funds
("Funds") as shall be designated in the supplements (each a
"Supplement") to this Master Investment Advisory Contract (the
"Contract") as further agreed between the Trust and the Adviser.
A separate series of shares of common stock 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 with respect to each Fund, as
specified in the Registration Statement of the Trust, 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
Registration Statement have been furnished to the Adviser. Any
amendments to the Registration Statement shall be furnished to
the Adviser promptly.
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.
(b) The Trust or the Funds, as applicable, shall be
responsible for all of their expenses and liabilities,
including, but not limited to, compensation of its Trustees who
are not affiliated with the Adviser, the Trust's administrator,
distributor, 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
maintenance of books and accounts and calculation of the net
asset valuation of shares of the Funds); fees and expenses of
any administrator, transfer agent, fund accountant or dividend
paying agent of the Trust; expenses of any plan adopted with
respect to the Funds pursuant to Rule 12b-1 under the 1940 Act;
shareholder servicing expenses; expenses of issuing, redeeming,
registering and qualifying for sale shares of common stock 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; organizational 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 with
broker-dealers pursuant to its determinations. The Adviser will
determine what portion of each Fund's portfolio shall be
invested in securities described by the policies of each Fund
and what portion, if any, should be invested otherwise or held
uninvested.
The Funds 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. In making investment decisions, hereunder, it is
understood that the Adviser will not use any inside information
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 shall provide to the Trust's officers
such information relating to the Trust and the Funds and the
services to be provided by the Adviser hereunder as the Trust
may reasonably request.
(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
Registration Statement, 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 Trust will promptly notify the Adviser
in writing of any changes in a Fund's investment objectives and
restrictions.
(d) The Adviser shall furnish to the Trust's 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 occasion
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.
(f) The Adviser may cause a Fund to pay a broker
which provides brokerage and research-related products and
services to the Adviser a commission for effecting a securities
transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the
Adviser determines in good faith that the amount paid is
reasonable in relation to the services received in terms of the
particular transaction or the Adviser's overall responsibilities
to each Fund and any other of the Adviser's clients. Subject to
seeking the most favorable price and execution, the Trust's
Board of Trustees may cause the Adviser to effect transactions
in portfolio securities through broker-dealers in a manner that
will help generate resources to pay the cost of certain expenses
which the Funds are required to pay or for which the Funds are
required to arrange payment.
(g) The Adviser is authorized, with respect to any
one or more Funds, to delegate any or all of its rights, duties
and obligations under this Contract or any Supplement (subject
in any event to all of the limitations, terms and conditions
applicable to the Adviser hereunder) to one or more sub-
advisers, and may enter into agreements with sub-advisers, and
may replace any such sub-advisers from time to time in its
discretion, in accordance with applicable requirements of the
1940 Act, the Investment Advisers Act of 1940, as amended
("Advisers Act"), and rules and regulations thereunder, as
amended from time to time or as interpreted from time to time by
the staff of the Securities and Exchange Commission ("SEC"), and
in accordance with any applicable exemptive orders or similar
relief granted by the SEC. The Adviser shall oversee the
performance and services provided by any sub-adviser engaged
hereunder.
5. The Adviser shall give the Funds 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, the Funds or their
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. The Adviser makes no representation or
warranty, express or implied, that any level of performance or
investment results will be achieved by any Fund or that any Fund
will perform comparably with any standard or index, including
other clients of the adviser, whether public or private.
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 at the
annual rates set forth in a Supplement to this Contract with
respect to each Fund, provided that no fee shall accrue or be
payable hereunder with respect to a Fund until the first day
after the day (the "Approval Date") on which this Contract has
been approved by the vote of a majority of the outstanding
voting securities of that Fund (as defined in the 1940 Act). 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 of 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.
7. (a) This Contract and any Supplement shall become
effective with respect to a Fund on the date specified, provided
it has been approved with respect to that Fund (i) by the
Trust's Board of Trustees, (ii) by the vote, cast in person at a
meeting called for that 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 ("Independent
Trustees"), and (iii) by a majority of the outstanding voting
securities (as defined in the 1940 Act) of that Fund.
(b) This Contract shall thereafter continue in effect
for a period of more than one year from the date specified as to
a Fund 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 that Fund (as defined in the
1940 Act) or by a majority of the Trust's Board of Trustees and
(ii) by the vote, cast in person at a meeting called for that
purpose, of a majority of the Trust's Independent Trustees.
(c) This Contract and any Supplement may be modified
by mutual agreement of the parties, subject to the requirements
of the 1940 Act, as modified by rules and regulations
thereunder, orders of the SEC, and interpretations thereof by
the SEC or its staff.
(d) This Contract and any Supplement thereto 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 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).
8. 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.
9. 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.
10. This Contract shall be construed in accordance with
the laws of the State of Minnesota, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act.
11. In the event that the Board of Trustees of the Trust
shall establish one or more additional investment portfolios for
which it wishes the Adviser to provide services hereunder, 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, pursuant to a
Supplement, such portfolio shall become a Fund hereunder.
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,
RBC FUNDS TRUST
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
ACCEPTED:
RBC GLOBAL ASSET Dated: 12/31/2009
MANAGEMENT (U.S.) INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Head, Strategic Relationships Group
[Xxxx Break]
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
(Effective Date: April 16, 2004)
(Amended as of December 31, 2009)
RBC FUNDS TRUST
RBC Global Asset Management (U.S.) Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: RBC Mid Cap Growth Fund
Dear Sirs:
This will confirm the agreement between the undersigned
(the "Trust") and RBC Global Asset Management (U.S.) Inc. (the
"Adviser") as follows:
12. The Trust is an open-end investment company organized
as a Delaware statutory trust and consists of one or more
separate investment portfolios as have been or may be
established by the Trustees of the Trust from time to time. A
separate series of shares of common stock of the Trust, which
may include one or more separate classes of shares, is offered
to investors with respect to each investment portfolio. RBC Mid
Cap Growth Fund (the "Fund") is a separate investment portfolio
of the Trust.
13. The Trust and the Adviser have entered into a Master
Investment Advisory Contract ("Master Advisory Contract")
pursuant to which the Trust has employed the Adviser to provide
the services specified in that Contract and the Adviser has
accepted such employment.
14. As provided in paragraph 1 of the Master Advisory
Contract, the Trust hereby adopts the Master Advisory Contract
with respect to the Fund and the Adviser hereby acknowledges
that the Master Advisory Contract shall pertain to the Fund, the
terms and conditions of such Master Advisory Contract being
hereby incorporated herein by reference.
15. The term "Fund" or "Funds" as used in the Master
Advisory Contract shall for purposes of this Investment Advisory
Contract Supplement (the "Supplement") pertain to the Fund.
16. As provided in paragraph 6 of the Master Advisory
Contract and subject to further conditions as set forth therein,
the Trust shall with respect to the Fund pay the Adviser, in
arrears, a monthly fee on the first business day of each month
at the annual rate of 0.70% of the Fund's average daily net
assets (as determined on each business day at the time set forth
in the Prospectus for determining net asset value per share).
17. This Supplement and the Master Advisory Contract
(together, the "Contract"), having been approved as specified in
paragraph 7(a) of the Master Advisory Contract, became effective
with respect to the Fund on April 16, 2004 and shall continue
thereafter in effect with respect to the Fund for a period of
more than one year from such date 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 Investment Company Act of 1940 (the
"1940 Act")) or by a majority of the Trust's Board of Trustees
and (b) by the vote, cast in person at a meeting called for that
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 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 Trust's 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).
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,
RBC FUNDS TRUST, on behalf of
RBC MID CAP GROWTH FUND
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
Dated: 12/31/2009
ACCEPTED:
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Head, Strategic Relationships Group
Dated: 12/31/2009
[Page Break]
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
(Effective Date: July 28, 2008)
(Amended as of December 31, 2009)
RBC FUNDS TRUST
RBC Global Asset Management (U.S.) Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: Access Capital Community Investment Fund
Dear Sirs:
This will confirm the agreement between the undersigned
(the "Trust") and RBC Global Asset Management (U.S.) Inc. (the
"Adviser") as follows:
1. The Trust is an open-end investment company organized
as a Delaware statutory trust and consists of one or more
separate investment portfolios as have been or may be
established by the Trustees of the Trust from time to time. A
separate series of shares of common stock of the Trust, which
may include one or more separate classes of shares, is offered
to investors with respect to each investment portfolio. Access
Capital Community Investment Fund (the "Fund") is a separate
investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master
Investment Advisory Contract ("Master Advisory Contract")
pursuant to which the Trust has employed the Adviser to provide
the services specified in that Contract and the Adviser has
accepted such employment.
3. As provided in paragraph 1 of the Master Advisory
Contract, the Trust hereby adopts the Master Advisory Contract
with respect to the Fund and the Adviser hereby acknowledges
that the Master Advisory Contract shall pertain to the Fund, the
terms and conditions of such Master Advisory Contract being
hereby incorporated herein by reference.
4. The term "Fund" or "Funds" as used in the Master
Advisory Contract shall for purposes of this Investment Advisory
Contract Supplement (the "Supplement") pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory
Contract and subject to further conditions as set forth therein,
the Trust shall with respect to the Fund pay the Adviser, in
arrears, a monthly fee on the first business day of each month
at the annual rate of 0.50% of the Fund's average monthly gross
assets less accrued liabilities, other than indebtedness for
borrowing. For purposes of calculating the management fee,
assets purchased with borrowed monies are included in the total
that is subject to the management fee, which may increase the
total assets subject to the management fee.
6. This Supplement and the Master Advisory Contract
(together, the "Contract"), having been approved as specified in
paragraph 7(a) of the Master Advisory Contract, became effective
with respect to the Fund on July 28, 2008 and shall continue
thereafter in effect with respect to the Fund for a period of
more than one year from such date 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 Investment Company Act of 1940 (the
"1940 Act")) or by a majority of the Trust's Board of Trustees
and (b) by the vote, cast in person at a meeting called for that
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 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 Trust's 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).
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,
RBC FUNDS TRUST, on behalf of
ACCESS CAPITAL COMMUNITY
INVESTMENT FUND
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
Dated: 12/31/2009
ACCEPTED:
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Head, Strategic Relationships Group
Dated: 12/31/2009
[Page Break]
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
(Effective Date: December 31, 2009)
RBC FUNDS TRUST
RBC Global Asset Management (U.S.) Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: RBC Mid Cap Value Fund
Dear Sirs:
This will confirm the agreement between the undersigned
(the "Trust") and RBC Global Asset Management (U.S.) Inc. (the
"Adviser") as follows:
1. The Trust is an open-end investment company organized
as a Delaware statutory trust and consists of one or more
separate investment portfolios as have been or may be
established by the Trustees of the Trust from time to time. A
separate series of shares of common stock of the Trust, which
may include one or more separate classes of shares, is offered
to investors with respect to each investment portfolio. RBC Mid
Cap Value Fund (the "Fund") is a separate investment portfolio
of the Trust.
2. The Trust and the Adviser have entered into a Master
Investment Advisory Contract ("Master Advisory Contract")
pursuant to which the Trust has employed the Adviser to provide
the services specified in that Contract and the Adviser has
accepted such employment.
3. As provided in paragraph 1 of the Master Advisory
Contract, the Trust hereby adopts the Master Advisory Contract
with respect to the Fund and the Adviser hereby acknowledges
that the Master Advisory Contract shall pertain to the Fund, the
terms and conditions of such Master Advisory Contract being
hereby incorporated herein by reference.
4. The term "Fund" or "Funds" as used in the Master
Advisory Contract shall for purposes of this Investment Advisory
Contract Supplement (the "Supplement") pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory
Contract and subject to further conditions as set forth therein,
the Trust shall with respect to the Fund pay the Adviser, in
arrears, a monthly fee on the first business day of each month
at the annual rate of 0.70% of the Fund's average daily net
assets (as determined on each business day at the time set forth
in the Prospectus for determining net asset value per share).
6. This Supplement and the Master Advisory Contract
(together, the "Contract"), having been approved as specified in
paragraph 7(a) of the Master Advisory Contract, became effective
with respect to the Fund on December 31, 2009 and shall continue
thereafter in effect with respect to the Fund for a period of
more than one year from such date 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 Investment Company Act of 1940 (the
"1940 Act")) or by a majority of the Trust's Board of Trustees
and (b) by the vote, cast in person at a meeting called for that
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 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 Trust's 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).
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,
RBC FUNDS TRUST, on behalf of
RBC MID CAP VALUE FUND
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
Dated: 12/31/2009
ACCEPTED:
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Head, Strategic Relationships Group
Dated: 12/31/2009