Exhibit No. EX-99.d.1
FORM OF
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, is made by and between The TIGERS Revenue Trust, a Delaware
statutory trust (the "Trust"), on behalf of its series, TIGERS Revenue-Weighted
Large Cap Index Fund ("Large Cap Fund"), TIGERS Revenue-Weighted Mid Cap Index
Fund ("Mid Cap Fund") and TIGERS Revenue-Weighted Small Cap Index Fund ("Small
Cap Fund") (collectively, the "Funds"), and VTL Associates, LLC, a Pennsylvania
limited liability company (the "Advisor").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
and engages in the business of investing and reinvesting its assets in
securities and other investments; and
WHEREAS, the Advisor is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment management services; and
WHEREAS, the Trust has selected the Advisor to serve as the investment
adviser for each of the Funds effective as of the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the sufficiency of which is hereby acknowledged, and each of the parties hereto
intending to be legally bound, the parties hereby agree as follows:
1. The Trust, on behalf of each of the Funds, hereby employs the Advisor to
manage the investment and reinvestment of each of the Funds' assets, subject to
the direction of the Board of Trustees (the "Board") and the officers of the
Trust, for the period and on the terms hereinafter set forth. The Advisor hereby
accepts such employment and agrees during such period to render the services and
assume the obligations set forth herein for the compensation herein provided.
The Advisor shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or to represent the Trust or the Funds in any way, or in
any way be deemed an agent of the Trust or the Funds. The Advisor shall
regularly make decisions as to what securities to purchase and sell on behalf of
each of the Funds and shall record and implement such decisions and shall
furnish the Board with such information and reports regarding the Funds'
investments as the Advisor deems appropriate or as the Board may reasonably
request. Subject to compliance with the requirements of the 1940 Act, the
Advisor may retain one or more investment advisers registered under the Advisers
Act as sub-adviser(s) to the Funds, at the Advisor's own expense, and the
Advisor may delegate to such sub-advisor any obligations or services assumed by
it hereunder.
2. Each of the Funds shall conduct their own business and affairs and shall
bear the expenses and salaries necessary and incidental thereto including, but
not in limitation of the foregoing, the costs incurred in: the maintenance of
their corporate existence; the maintenance of their registration statement under
applicable federal securities laws; preparation, filing and printing of their
prospectus, statement of additional information and sales literature; the
maintenance of their compliance program; the compensation of their compliance
officer(s); the maintenance of their own books, records and procedures; dealing
with their own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; and taxes. Members and employees of
the Advisor may be trustees, officers or employees of the Trust. In the conduct
of the respective businesses of the parties hereto and in the performance of
this Agreement, the Trust may obtain office space and facilities from the
Advisor and will reimburse the Advisor for its rent or other expenses thereby
incurred.
3. (a) The Advisor shall place and execute each of the Funds' orders for
the purchase and sale of portfolio securities with broker-dealers. Subject to
the obtaining the best price and execution reasonably available, the Advisor is
authorized to place orders for the purchase and sale of portfolio securities for
each of the Funds with such broker-dealers as it may select from time to time.
Subject to subparagraph (b) below, the Advisor is also authorized to place
transactions with brokers who provide research or statistical information or
analyses to the Funds, to the Advisor, or to any other client for which the
Advisor provides investment advisory services. The Advisor also agrees that it
will cooperate with the Trust to allocate brokerage transactions to brokers or
dealers who provide benefits directly to the Funds; PROVIDED, HOWEVER, that such
allocation comports with applicable law including, without limitation, Rule
12b-1(h) under the 0000 Xxx.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board and officers of the
Trust, the Advisor is authorized to cause each of the Funds to pay a member of
an exchange, broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker or dealer would have charged for effecting that transaction, in such
instances where the Advisor has determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such member, broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities with
respect to the Funds and to other funds or clients for which the Advisor
exercises investment discretion.
(c) The Advisor is authorized to direct portfolio transactions to a broker
that is an affiliated person of the Advisor or the Funds in accordance with such
standards and procedures as may be approved by the Board in accordance with Rule
17e-1 under the 1940 Act, or other rules promulgated by the U.S. Securities and
Exchange Commission ("SEC"). Any transaction placed with an affiliated broker
must (i) be placed at best execution, and (ii) may not be a principal
transaction.
(d) The Advisor is authorized to aggregate or "bunch" purchase or sale
orders for the Funds with orders for various other clients when it believes that
such action is in the best interests of the Funds and all other such clients. In
such an event, allocation of the securities purchased or sold will be made by
the Advisor in accordance with the Advisor's written policy.
4. (a) As compensation for the services to be rendered to each of the Funds
by the Advisor under the provisions of this Agreement, the Trust on behalf of
each of the Funds shall pay to the Advisor from each Funds' assets an annual fee
equal to 0.50% for Large Cap Fund and 0.55% for Mid Cap Fund and Small Cap Fund
of the daily average net assets of the respective Funds, payable on a monthly
basis.
(b) If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
(c) The Advisor shall look exclusively to the assets of each Fund for
payment of the advisory fees with regard to that Fund.
5. The services to be rendered by the Advisor to the Trust on behalf of
each of the Funds under the provisions of this Agreement are not to be deemed to
be exclusive, and the Advisor shall be free to render similar or different
services to others so long as its ability to render the services provided for in
this Agreement shall not be impaired thereby.
6. The Advisor, its members, employees and agents may engage in other
businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm, entity or individual,
and may render underwriting services to the Trust on behalf of the Funds or to
any other investment company, corporation, association, firm, entity or
individual. In accordance with the Advisers Act, if there is a change in the
membership of the Advisor, which is a limited liability company, the Advisor
shall, within a reasonable time after such change, notify the Trust and the
Board of the change.
7. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of its duties to the Funds, the Advisor
shall not be liable to the Trust, the Funds or to any Trustee or shareholder of
the Trust or the Funds for any loss or damage arising from any action 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
investment or security, or otherwise.
8. (a) This Agreement shall be executed and become effective as of the date
written below if approved by (i) the Board, including a majority of the Trustees
who are not parties to this Agreement or interested persons of such party (the
"Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval; and (ii) the vote of a majority of the outstanding
voting securities of each of the Funds. It shall continue in effect for a period
of two years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved as required by the 1940 Act (currently, at
least annually by the Board or by vote of a majority of the outstanding voting
securities of each of the Funds and only if the terms and the renewal hereof
have been approved by the vote of a majority of the Independent Trustees, cast
in person at a meeting called for the purpose of voting on such approval).
(b) No amendment to this Agreement shall be effective unless the terms
thereof have been approved as required by the 1940 Act (currently, by the vote
of a majority of the outstanding voting securities of each of the Funds, unless
such shareholder approval would not be required under applicable interpretations
by the staff of the SEC, and by the vote of a majority of Independent Trustees,
cast in person at a meeting called for the purpose of voting on such approval).
(c) In connection with such renewal or amendment, it shall be the duty of
the Board to request and evaluate, and the duty of the Advisor to furnish, such
information as may be reasonably necessary to evaluate the terms of this
Agreement and any amendment thereto.
(d) Notwithstanding the foregoing, this Agreement may be terminated by the
Trust at any time, without the payment of a penalty, on sixty days' written
notice to the Advisor of the Trust's intention to do so, pursuant to action by
the Board or pursuant to a vote of a majority of the outstanding voting
securities of each of the Funds. The Advisor may terminate this Agreement at any
time, without the payment of penalty on sixty days' written notice to the Trust
of its intention to do so. Upon termination of this Agreement, the obligations
of all the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Trust
to pay to the Advisor the fee provided in Paragraph 4 hereof. This Agreement
shall automatically terminate in the event of its assignment unless the parties
hereto obtain an exemption from the SEC from the provisions of the 1940 Act
pertaining to the subject matter of this paragraph.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meaning defined in the 1940 Act and the rules and interpretations
thereunder.
IN WITNESS WHEREOF, the parties hereto have this Agreement to be executed
by their duly authorized officers this __ day of __________, 2007.
THE TIGERS REVENUE TRUST
On behalf of TIGERS Revenue-Weighted
Large Cap Index Fund, TIGERS Revenue-
Weighted Mid Cap Index Fund and TIGERS
Revenue-Weighted Small Cap Index Fund
Attest:_______________________ By:______________________________
Name:
Title:
VTL ASSOCIATES, LLC
Attest:______________________ By:______________________________
Name:
Title
