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- TO BE REVIEWED AND APPROVED BY BOARD APPROVED EXTERNAL LEGAL COUNSEL -
ADVISORY FEE
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") dated as of this ____ day of
____________, 2003 is among Blue and White Funds Trust, a Delaware statutory
trust (the "Trust"), on behalf of the Blue & White Fund (the "Fund"), and Blue
and White Investment Management, LLC, a Delaware limited liability company (the
"Adviser"), and U.S. Bank, N.A. (the "Escrow Agent").
WHEREAS, the Trust and the Advisor have entered into an Interim Advisory
Agreement (the "Interim Agreement") on behalf of the Fund, pursuant to which the
Advisor has agreed to provide investment management and advisory services to the
Fund and is entitled to receive investment advisory fees in respect thereof (the
"Advisory Fees"); and
WHEREAS, the Trust and the Advisor desire that the Advisory Fees that would
otherwise be paid to the Advisor by the Fund pursuant to the Interim Agreement
be deposited by the Fund in escrow pursuant to the terms of this Agreement; and
WHEREAS, the Trust, on behalf of the Fund, and the Advisor desire to
establish the escrow as provided herein for the deposit of the Advisory Fees;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. DEPOSITS AND THE ESCROW AMOUNT. On each date on which Advisory Fees are
payable to the Advisor under the Interim Agreement relating to any period during
which the Interim Agreement is in effect, the Fund will wire funds for deposit
with the Escrow Agent in an amount equal to the Advisory Fees that would
otherwise be payable by the Fund to the Advisor on such date, to be held by the
Escrow Agent in accordance with the terms and provisions of this Escrow
Agreement (the "Deposits"). Not less than two (2) business days prior to each
such payment date, a duly authorized officer of the Fund shall furnish to the
Escrow Agent a calculation of the amount of Advisory Fees that would be payable
to the Advisor on such payment date, and the Escrow Agent shall be conclusively
entitled to rely on such calculation for purposes of this Agreement. The
Deposits of the Fund, together with all interest earned thereon, all
distributions in respect thereof from time to time, and all other property
hereafter received by the Escrow Agent in respect thereof or in exchange
therefor, is hereinafter referred to as the "Fund Escrow Amount." The Escrow
Agent shall maintain separate sub-account records with respect to the Fund
Escrow Amount.
2. APPOINTMENT OF ESCROW AGENT AND INDEMNIFICATION. U.S. Bank, N.A. is
hereby appointed as Escrow Agent upon the terms and conditions hereof. All
parties agree that the duties of the Escrow Agent are solely ministerial in
nature and have been requested for their convenience and that the Escrow Agent
has no implied duties. The Escrow Agent shall not be deemed to be the agent of
the Trust, the Fund or the Advisor, to be a party to any document relating to
the subject matter hereof other than this Agreement, or to have any legal or
beneficial interest in the Escrow Amount.
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- TO BE REVIEWED AND APPROVED BY BOARD APPROVED EXTERNAL LEGAL COUNSEL -
3. DISTRIBUTIONS FROM ESCROW AMOUNT. The Escrow Agent shall distribute the
Fund Escrow Amount, or any portion thereof, to the Advisor upon receipt of a
certificate of a duly authorized officer of the Fund that such Fund Escrow
Amount or portion thereof is to be distributed to the Advisor pursuant to Rule
15a-4 under the Investment Company Act of 1940, as amended.
4. INTEREST. The Escrow Agent shall pay daily interest on the Deposits
equal to the federal funds rate.
5. ADJUSTMENTS OF ESCROW AMOUNT. The Escrow Agent shall receive and add to
the Escrow Amount all interest and subtract from the Escrow Amount all
distributions as provided herein.
6. MISCELLANEOUS. This Agreement and the rights and obligations of the
parties arising therefrom shall be construed in accordance with the laws (other
than the conflict of laws rules) of the State of Delaware. This Agreement may be
executed in counterparts and each such counterpart shall constitute one and the
same instrument. This Agreement contains the entire agreement between the
parties relating to the transaction contemplated hereby and all prior or
contemporaneous agreements, understandings, representations and statements, oral
or written, are merged herein and superseded hereby.
IN WITNESS WHEREOF, the parties hereto have, as of the date above written,
executed this Agreement.
BLUE AND WHITE FUNDS TRUST, ON BEHALF OF BLUE AND WHITE INVESTMENT
BLUE & WHITE FUND MANAGEMENT, LLC
By: _______________________________ By: ______________________________
Name: _____________________________ Name: ____________________________
Title: ____________________________ Title: ___________________________
U.S. BANK, AS ESCROW AGENT
By: _______________________________
Name: _____________________________
Title: ____________________________
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