AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 17th day of June, 2014, by and
between The Motley Fool Funds Trust, a Delaware statutory trust
(the "Trust"), and Motley Fool Asset Management, LLC, a Delaware
limited liability company (the "Adviser").
WHEREAS, the Trust is an open-end management investment
company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act");
and
WHEREAS, the Trust and the Adviser previously have entered
into an investment advisory agreement dated June 15, 2009, and
are hereby amending and restating that agreement; and
WHEREAS, the Trust desires to continue to retain the
Adviser to render investment advisory and other services to each
series of the Trust set forth on Schedule A hereto (each a
"Fund" and, collectively, the "Funds"), as such schedule may be
amended from time to time, and the Adviser desires to continue
to provide such services;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the Trust and the
Adviser agree as follows:
1. The Trust hereby retains the Adviser to act as investment
adviser to the Funds and, subject to the supervision of the
Board of Trustees of the Trust (the "Board"), to manage the
investment activities of the Funds and to provide certain
other services to the Trust as hereinafter set
forth. Without limiting the generality of the foregoing,
the Adviser shall: obtain and evaluate such information and
advice relating to the economy, securities markets, and
securities as it deems necessary or useful to discharge its
duties hereunder; continuously manage the assets of each
Fund in a manner consistent with the investment objective,
policies and restrictions of that Fund and applicable laws
and regulations; determine the securities to be purchased,
sold or otherwise disposed of by each Fund and the timing
of such purchases, sales and dispositions; and take such
further action, including the placing of purchase and sale
orders and the voting of securities on behalf of each Fund,
as the Adviser shall deem necessary or appropriate. The
Adviser shall furnish to or place at the disposal of the
Trust such of the information, evaluations, analyses and
opinions formulated or obtained by the Adviser in the
discharge of its duties as the Trust may, from time to
time, reasonably request.
2. The Adviser shall assist in the selection of and the
negotiation of agreements with, and monitor the quality of
services provided by, the Trust's administrator, custodian,
transfer agent, and other organizations that provide
services to the Trust (but the Trust shall pay the fees and
expenses of the administrator, custodian and transfer agent
and such other organizations and the Adviser shall not be
responsible for the acts or omissions of such service
providers). The Adviser shall also provide such additional
management and administrative services as may reasonably be
required in connection with the business affairs and
operations of the Trust beyond those furnished by the
Trust's administrator.
3. The Adviser shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such
other persons as may be necessary to render the services
required to be provided by the Adviser or furnished to the
Trust under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the
Adviser shall be deemed to include persons employed or
otherwise retained by the Adviser to furnish statistical
and other factual data, advice regarding economic factors
and trends, information with respect to technical and
scientific developments, and such other information, advice
and assistance as the Adviser may desire.
4. The Adviser shall, at its own expense, create and maintain
a website on behalf of the Trust, which website will be the
property of the Adviser.
5. The Trust will, from time to time, furnish or otherwise
make available to the Adviser such financial reports, proxy
statements, policies and procedures and other information
relating to the business and affairs of the Funds and the
Trust as the Adviser may reasonably require in order to
discharge its duties and obligations hereunder.
6. The Adviser shall bear the cost of rendering the services
to be performed or furnished by it under this Agreement,
and shall provide the Trust with such office space,
facilities, equipment, clerical help, and other personnel
and services as the Trust shall reasonably require in the
conduct of its business. The Adviser shall also bear the
cost of telephone service, heat, light, power and other
utilities provided to the Trust. The salaries of officers
of the Trust, and the fees and expenses of Trustees of the
Trust, who are also directors, officers or employees of the
Adviser, or who are officers or employees of any company
affiliated with the Adviser, shall be paid and borne by the
Adviser or such affiliated company.
7. The Trust assumes and shall pay or cause to be paid all
expenses of the Trust not expressly assumed by the Adviser
under this Agreement, including without limitation: any
payments pursuant to any plan of distribution adopted by
the Trust; the fees, charges and expenses of any registrar,
custodian, accounting agent, administrator, stock transfer
and dividend disbursing agent; brokerage commissions;
taxes; registration costs of the Trust and its shares under
federal and state securities laws; the costs and expenses
of engraving and printing stock certificates; the costs and
expenses of preparing, printing, including typesetting, and
distributing prospectuses and statements of additional
information of the Trust and the Funds, and supplements
thereto, to the Trust's shareholders; all expenses of
shareholders' and Trustees' meetings and of preparing,
printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees and
members of any advisory board or committee who are not also
officers, directors or employees of the Adviser or who are
not officers or employees of any company affiliated with
the Adviser; all expenses incident to any dividend,
withdrawal or redemption options; charges and expenses of
any outside service used for pricing of the Funds' shares;
fees and expenses of legal counsel to the Trust and its
Trustees; fees and expenses of the Trust's independent
accountants; membership dues of industry associations;
interest payable on borrowings; postage; insurance premiums
on property or personnel (including officers and Trustees)
of the Trust which inure to its benefit; and extraordinary
expenses (including but not limited to, legal claims and
liabilities and litigation costs and any indemnification
related thereto).
8. As full compensation for the services and facilities
furnished to the Funds and the Trust and the expenses
assumed by the Adviser under this Agreement, each Fund
shall pay to the Adviser a monthly fee computed at the
annual rate set forth in Schedule A to this Agreement based
on the Fund's average daily net assets during the
month. The fee paid by each Fund shall be paid monthly in
arrears, promptly after the end of the month.
9. The Adviser will use its best efforts in the supervision
and management of the investment activities of the Trust
and in providing services hereunder, but in the absence of
willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, the
Adviser, its members, officers and employees and their
respective affiliates, executors, heirs, assigns,
successors and other legal representatives and members,
officers and employees of affiliates of the Adviser (the
"Affiliates") shall not be liable to the Trust or the Funds
for any error of judgment or any mistake of law or for any
act or omission by the Adviser or by any of the Affiliates.
10. Nothing contained in this Agreement shall prevent the
Adviser or any affiliated person of the Adviser from acting
as investment adviser or investment manager for any other
person, firm, corporation or account nor in any way bind or
restrict the Adviser or any such affiliated person from
buying, selling or trading any securities or commodities
for their own accounts or for the account of others for
whom they may be acting. Nothing in this Agreement shall
limit or restrict the right of any director, officer or
employee of the Adviser to engage in any other business or
to devote his or her time and attention in part to the
management or other aspects of any other business whether
of a similar or dissimilar nature.
11. The Trust acknowledges and agrees, in accordance with
the provisions of Article VIII, Section 9 of the Trust's
Declaration of Trust effective as of November 14, 2008 (the
"Declaration of Trust"), that the name "The Motley Fool,"
the "The Motley Fool" logo and all rights to the use of
such name or logo (or any derivatives of such name or logo)
as part of the name of the Trust and the Funds or otherwise
belong to The Motley Fool Holdings, Inc. ("TMF
Holdings"). The Adviser, with the authorization of TMF
Holdings, hereby consents to the use by the Trust of such
name and logo and has granted to the Trust a non-exclusive
license to use such name (and the name "Motley Fool") as
part of the name of the Trust and the name of the Funds.
In the event an affiliate of TMF Holdings ceases to serve
as the investment adviser of the Trust or the Funds, this
non-exclusive license granted herein may be revoked in
whole or in part by the Adviser or by TMF Holdings, and the
Trust shall promptly cease using the name "The Motley Fool"
(and the name "Motley Fool") as part of its name and the
name of the Funds and cease use of "The Motley Fool" logo,
unless otherwise consented to by TMF Holdings or any
successor to its interest in such name.
12. This Agreement shall remain in effect for an initial
term expiring two years after the date of its execution,
and shall continue in effect from year to year thereafter
provided such continuance is approved at least annually by
the vote of a majority of the outstanding voting securities
of each Fund, as defined by the 1940 Act and the rules
thereunder, or by the Board; provided that in either event
such continuance is also approved by a majority of the
Trustees of the Trust who are not parties to this Agreement
or "interested persons" (as defined by the 0000 Xxx) of any
such party (the "Independent Trustees"), by vote cast in
person at a meeting called for the purpose of voting on
such approval; and provided, however, that: (a) the Trust
may at any time, without payment of any penalty, terminate
this Agreement upon sixty days' written notice to the
Adviser, either by majority vote of the Trustees of the
Trust or by the vote of a majority of the outstanding
voting securities of the Trust (as defined by the 1940 Act
and the rules thereunder); (b) this Agreement shall
immediately terminate in the event of its assignment (to
the extent required by the 1940 Act and the rules
thereunder) unless such automatic termination shall be
prevented by an exemptive order of the Securities and
Exchange Commission; and (c) the Adviser may terminate this
Agreement without payment of penalty on sixty days' written
notice to the Trust.
13. Any notice under this Agreement shall be given in
writing and shall be deemed to have been duly given when
delivered by hand or facsimile or five days after mailed by
certified mail, post-paid, by return receipt requested to
the other party at the principal office of such party.
14. This Agreement may be amended only by the written
agreement of the parties. Any amendment shall be required
to be approved by the Board and by a majority of the
Independent Trustees in accordance with the provisions of
Section 15(c) of the 1940 Act and the rules
thereunder. Any amendment shall also be required to be
approved by a vote of shareholders of the Trust as, and to
the extent, required by the 1940 Act and the rules
thereunder. This Agreement may be amended to make it
applicable to one or more additional series of the Trust
which may hereafter be formed and such amendment need not
be approved by the vote of the holders of shares of the
Funds.
15. This Agreement shall be construed in accordance with
the laws of the state of Delaware and the applicable
provisions of the 1940 Act. To the extent the applicable
law of the State of Delaware, or any of the provisions
herein, conflict with the applicable provisions of the 1940
Act, the latter shall control.
16. The Trust represents that this Agreement has been duly
approved by the Board, including a majority of the
Independent Trustees, and by shareholders of the Trust in
accordance with the requirements of the 1940 Act and the
rules thereunder.
17. The Declaration of Trust states and notice is hereby
given that this Agreement is not executed on behalf of the
Trustees of the Trust as individuals, and that the
obligations of the Trust under this Agreement are not
binding upon any of the Trustees, officers or shareholders
of the Trust individually, but are binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first written
above.
THE MOTLEY FOOL FUNDS TRUST
By: /s/ Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
President
MOTLEY FOOL ASSET MANAGEMENT, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx
Xxxxxxxx X. Xxxxxxxxx
General Counsel
SCHEDULE A
DATED JUNE 17, 2014
TO THE
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
DATED JUNE 17, 2014
Fund Fee
Motley Fool Independence Fund 0.85%
Motley Fool Great America Fund 0.85%
Motley Fool Epic Voyage Fund 0.85%
