AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
U.S. LARGE STOCK FUND
In consideration of the mutual promises hereinafter set forth and other
good and valuable consideration, XXXXX, XXXX & XXXXX, L.L.C. (the "Adviser") and
U.S. LARGE STOCK FUND, a Delaware business trust (the "Fund"), hereby amend the
Investment Advisory Agreement dated May 19, 1993 between the Adviser and the
Fund to reduce the annual rate of compensation payable thereunder by the Fund to
the Adviser from the following percentages of the Fund's average daily net
assets:
0.31% of net assets up to $200 million 0.26% of net assets
$200 million to $500 million 0.24% of net assets $500 million
to $1 billion 0.22% of net assets $1 billion to $2 billion
0.20% of net assets in excess of $2 billion
to the following percentages of the Fund's average daily net assets:
0.26% of net assets up to $500 million 0.24% of net assets
$500 million to $1 billion 0.22% of net assets $1 billion to
$2 billion 0.20% of net assets in excess of $2 billion
The advisory fee shall be computed daily and paid monthly. This
Amendment shall be effective as of April 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 24th day of April, 1996.
U.S. LARGE STOCK FUND
By: _____________________________
Its: _____________________________
XXXXX, XXXX & XXXXX, L.L.C.
By: ______________________________
Its:______________________________
INVESTMENT ADVISORY AGREEMENT
-----------------------------
U.S. LARGE STOCK FUND
AGREEMENT made as of the 19th day of May, 1993, by and between U.S.
LARGE STOCK FUND, a Delaware business trust (the "Trust"), and XXXXX, XXXX &
XXXXX, a New York limited partnership (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 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
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 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.
(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
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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 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 partners, 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.
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6. LIMITATION OF LIABILITY.
(a) THE INVESTMENT ADVISER. The Investment Adviser will not
be 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
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 Subsection (b) 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 0.31% of net assets up to $200 million, 0.26% of
net assets of $200 million to $500 million, 0.24% of net
assets of $500 million to $1 billion, 0.22% of net assets
of $1 billion to $2 billion and 0.20% of net assets in
excess of $2 billion. For any period less than a full
month during which this
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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) If the operating expenses of the Trust in any year
(including the investment advisory fee referred to in
Subsection (a) above, but excluding taxes, brokerage
commissions, interest, dividends on securities sold
short, distribution expenses, and extraordinary legal
fees and expenses) exceed the limits set by certain state
securities administrators in states in which shares of
the Trust are sold, the amount payable to the Investment
Adviser under Subsection (a) above will be reduced (but
not below $0) by the amount of such excess. If amounts
have already been advanced to the Investment Adviser
under this Agreement, the Investment Adviser will return
such amounts to the Trust to the extent required by the
preceding sentence.
(c) In addition to the foregoing, 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.
8. ADVERTISING MATERIAL. The Trust will not approve or authorize
the 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.
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9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. This Agreement shall remain in force until
April 30, 1995 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 0000
Xxx) of the Investment Adviser, or by vote of a "majority
of the outstanding voting shares" (as defined in the 0000
Xxx) 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
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 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 will in any way limit or restrict the Investment
Adviser or any of its officers, directors, partners 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 their
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.
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11. NAME OF THE TRUST. The Trust hereby agrees that in the event
that 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 "Xxxxx,
Xxxx & Xxxxx" or the initials "WPG" or otherwise suggest an
affiliation with the Investment Adviser.
12. SERIES OF THE TRUST. The Investment Adviser recognizes that
the Trust may terminate any series of the Trust, and may
create new series.
13. CHANGE OF MEMBERSHIP OF INVESTMENT ADVISER. The Investment
Adviser hereby agrees to notify the Trust of any change in the
membership of its partnership within a reasonable time after
such change.
14. INDEPENDENT CONTRACTOR. The Investment Adviser is an
independent contractor and not an employee of the Trust for
any purpose.
15. ENTIRE AGREEMENT. This Agreement states the entire agreement
of the part15.ies 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.
16. NOTICES. Any notices sent pursuant to this Agreement may be
sent 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:
U.S. LARGE STOCK FUND
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx X. Xxxxx
(b) In the case of notices sent to the Investment Adviser
to:
XXXXX, XXXX & XXXXX
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
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17. GOVERNING LAW. This Agreement and all performance hereunder
shall 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.
18. MISCELLANEOUS. The captions in this Agreement are included for
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.
U.S. LARGE STOCK FUND
By:______________________________
Its:
XXXXX, XXXX & XXXXX
By:______________________________
Its:
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