THE ROCKLAND FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is entered into as of the 31st day of March, 2004, between
The Rockland Funds Trust, a Delaware business trust (the "Trust"), and Xxxxx
Investment Partners LLC, a Pennsylvania limited liability company ("GIP").
WITNESSETH
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, Gil' 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 GIP's services and its
assistance in performing certain managerial functions. GIP 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 GLP as investment adviser for
each of the Funds of the Trust on whose behalf the Trust executes an Exhibit to
this Agreement, and G]P, by execution of each such Exhibit, accepts the
appointments. Subject to the direction of the Board of Trustees (the "Trustees")
of the Trust, GIP 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 GIP. In addition to the expenses which GIL' may incur
in the performance of its responsibilities under this Agreement, and the
expenses which it may expressly undertake to incur and pay, GIP 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)(1 9) of the Act) of Gil',
including all expenses related to the Trust's offices.
3. Investment Advisory Functions. In its capacity as investment adviser,
Gil' 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 GIP, 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 GIP are not to be deemed exclusive and Gil' 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 GIP 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 XXxX', (HP 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 GIP 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 GIP 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 GIP with any further materials or information which GIP may
reasonably request to enable it to perform its functions under this Agreement;
and
(d) To compensate GIP for its services in accordance with the provisions of
paragraph 5 hereof.
5. Compensation. Each Fund shall pay to (HP 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 appropriate proration of the fee payable
for such month based on the number of calendar days of such month during which
this Agreement is effective. (lIP 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 (HP the obligation to incur, pay, or reimburse the
Trust for any expenses not specifically assumed by GIP 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)(1 9) of the Act) of Gil'; 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 GIP'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, (lIP 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. (lIP 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 GIL' 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
GIL' 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 GIP. In placing Fund business with such broker or
dealers, (lIP 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 GIL' in placing Fund transactions for the Funds
pursuant to the foregoing provisions.
8. Proprietary Rights. GIL' has proprietary rights in each Fund's name and
the Trust's name. GIL' 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 GIP at its principal place of
business. This Agreement may be terminated by (lIP 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. The effectiveness of this Agreement is conditioned upon certain
contingencies, including shareholder approval of the Agreement and the
successful Closing of that certain transaction by and between GIL', on the one
hand, and Mssrs. Xxxxxx and Xxxxx and Xx. Xxxxx on the other (as that term is
defined in the Letter Agreement between the afore-named parties dated as of
December 23, 2003). Provided the contingencies are met, 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 GIP hereunder, the above-named Fund shall pay
GIP and GIP 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 GIP monthly.
Executed this 31st day of March, 2004.
XXXXX INVESTMENT PARTNERS, LLC
By: /s/ Xxxxxxx Xxxxx
THE ROCKLAND FUNDS TRUST
By: /s/ Xxxxxxx Xxxxx
