INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on February 1, 2010
between RBC FUNDS TRUST, a Delaware statutory trust ("Trust"),
on behalf of its series listed on Exhibit A (each of the Series
referred to herein as a "Fund" and collectively the "Funds"),
and RBC Global Asset Management (U.S.) Inc., a Minnesota
corporation ("Adviser").
RECITALS
WHEREAS, the Trust is an open-end management investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser, which is
a registered investment adviser under the Investment Advisers
Act of 1940, as amended, to act as investment adviser for each
Fund, and to manage each Fund's assets.
NOW, THEREFORE, the Trust and the Adviser do mutually agree
and promise as follows:
1. APPOINTMENT
(a) The Trust hereby appoints Adviser as investment
adviser for each Fund listed on Exhibit A, and Adviser accepts
such appointment. Subject to the supervision of the Trust's
Board of Trustees and the terms of this Agreement, the Adviser
shall act as investment adviser for and manage the investment
and reinvestment of the assets of each Fund. The Adviser shall
discharge the foregoing responsibilities subject to the control
of the Trust's Board of Trustees and in compliance with such
policies as the Board of Trustees may from time to time
establish, and in compliance with the objectives, policies, and
limitations for each Fund set forth in each Fund's
prospectus(es) and statement of additional information, as
amended or supplemented from time to time, and applicable laws
and regulations. The Adviser shall (i) provide for use by each
Fund, at the Adviser's expense, office space and all necessary
office facilities, equipment and personnel for servicing the
investments of each Fund, (ii) pay the salaries and fees of all
officers and Trustees of the Trust who are "interested persons"
of the Adviser as such term is defined in the 1940 Act, and
(iii) pay for all clerical services relating to research,
statistical and investment work.
(b) The Adviser is authorized to delegate any or all
of its rights, duties and obligations under this Agreement
(subject in any event to all of the limitations, terms and
conditions applicable to the Adviser hereunder) to one or more
sub-advisers, and may enter into agreements with sub-advisers,
and may replace any such sub-advisers from time to time in its
discretion, in accordance with the 1940 Act, the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and rules
and regulations thereunder, as such statutes, rules and
regulations are amended from time to time or are interpreted
from time to time by the staff of the Securities and Exchange
Commission (the "SEC"), and if applicable, exemptive orders or
similar relief granted by the SEC, upon receipt of approval of
any such sub-advisers by the Trust's Board of Trustees and by
each Fund's shareholders (unless any such approval is not
required by such statutes, rules, regulations, interpretations,
orders or similar relief). The Adviser shall oversee the
performance of any sub adviser engaged hereunder. However, the
Adviser shall not be accountable to the Trust or the Funds for
any loss or liability relating to specific investment decisions
made solely by any sub-adviser. The Adviser may not terminate
any sub-advisory agreement relating to a Fund without approval
by a majority of the Trust's independent Trustees.
(c) The services of the Adviser to the Funds are not
to be deemed exclusive, and the Adviser 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 the Adviser from
performing its duties and obligations under this Agreement.
2. ALLOCATION OF BROKERAGE.
(a) The Adviser is authorized, subject to the
supervision of the Trust's Board of Trustees and consistent with
any policies and procedures the Board of Trustees may from time
to time adopt, to place orders for the purchase and sale of
securities and to negotiate commissions to be paid on such
transactions. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of
securities for each Fund and is directed to use its best efforts
to obtain the best net results as described in each Fund's
statement of additional information.
(b) Subject to the appropriate policies and
procedures approved by the Trust's Board of Trustees, the
Adviser may, on behalf of each Fund, pay brokerage commissions
to a broker which provides brokerage and research services to
the Adviser in excess of the amount another broker would have
charged for effecting the transaction, provided (i) the Adviser
determines in good faith that the amount is reasonable in
relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular
transaction or in terms of the Adviser's overall
responsibilities with respect to each Fund and the accounts as
to which the Adviser exercises investment discretion, (ii) such
payment is made in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, and other
applicable state and federal laws, and (iii) in the opinion of
the Adviser, the total commissions paid by a Fund will be
reasonable in relation to the benefits to that Fund over the
long term. Subject to seeking the most favorable price and
execution, the Board of Trustees may cause the Adviser to effect
transactions in portfolio securities through broker dealers in a
manner that will help generate resources to pay the cost of
certain expenses which each Fund is required to pay or for which
each Fund is required to arrange payment.
(c) When the Adviser deems the purchase or sale of a
security to be in the best interest of a Fund as well as other
of its clients, the Adviser to the extent permitted by
applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be purchased or sold
to attempt to obtain a more favorable price or lower brokerage
commissions and efficient execution. In such event, allocation
of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the
manner the Adviser considers to be the most equitable and
consistent with its fiduciary obligations to that Fund and its
other affected clients.
3. EXPENSES. Each Fund will pay all its expenses and
that Fund's allocable share of the Trusts' expenses, other than
those expressly stated to be payable by the Adviser hereunder,
which expenses payable by each Fund shall include, without
limitation, interest charges, taxes, brokerage commissions and
similar expenses, distribution and shareholder servicing
expenses, expenses of issue, sale, repurchase or redemption of
shares, expenses of registering or qualifying shares for sale,
expenses of printing and distributing prospectuses to existing
shareholders, charges of custodians (including sums as custodian
and for keeping books and similar services), transfer agents
(including the printing and mailing of reports and notices to
shareholders), registrars, auditing and legal services, clerical
services related to recordkeeping and shareholder relations,
printing of share certificates, fees for Trustees who are not
"interested persons" of the Adviser, and other expenses not
expressly assumed by the Adviser under Paragraph 1(a) above or
under any other agreement. Anything to the contrary herein
notwithstanding, the Adviser may at any time and from time to
time assume or reimburse any expense payable by a Fund pursuant
to this Agreement.
4. AUTHORITY OF ADVISER. The Adviser shall for all
purposes herein be considered an independent contractor and
shall not, unless expressly authorized and empowered by the
Trust or a Fund, have authority to act for or represent the
Trust or a Fund in any way, form or manner. Any authority
granted by the Trust or a Fund on behalf of itself to the
Adviser shall be in the form of a resolution or resolutions
adopted by the Board of Trustees of the Trust.
5. COMPENSATION OF ADVISER. For the services to be
furnished by the Adviser hereunder, each Fund shall pay the
Adviser, and the Adviser agrees to accept as full compensation
for all services rendered hereunder, an Advisory Fee. The
Advisory Fee shall be calculated by applying a daily rate, based
on the annual percentage rates as set forth in Exhibit A of the
net asset value of each Fund determined as of the close of
business on each business day and payable monthly in arrears on
the first business day of the next following month. Anything to
the contrary herein notwithstanding, the Adviser may at any time
and from time to time waive any part or all of any fee payable
to it pursuant to this Agreement.
6. STANDARD OF CARE; INDEMNIFICATION.
(a) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be
subject to liability to the Trust or a Fund 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. The Adviser makes no representation or warranty,
express or implied, that any level of performance or investment
results will be achieved by a Fund or that a Fund will perform
comparably with any standard or index, including other clients
of the Adviser, whether public or private.
(b) The Adviser agrees to indemnify each Fund with
respect to any loss, liability, judgment, cost or penalty which
each Fund may directly or indirectly suffer or incur as a result
of a material breach by the Adviser of its standard of care set
forth in Paragraph 6(a). The Trust, on behalf of each Fund,
agrees to indemnify the Adviser with respect to any loss,
liability, judgment, cost or penalty which the Adviser may
directly or indirectly suffer or incur in any way arising out of
the performance of its duties under this Agreement, except to
the extent that such loss, liability, judgment, cost or penalty
was a result of a material breach by the Adviser of its standard
of care set forth in Paragraph 6(a).
7. DURATION AND TERMINATION. The following shall apply
with respect to the duration and termination of this Agreement:
(a) This Agreement shall begin as of the date this
Agreement is first executed (provided that the Agreement is
initially approved by the Trust's Board of Trustees and Fund
shareholder(s) as required by Section 15 of the ▇▇▇▇ ▇▇▇) and
shall continue in effect for one year. Thereafter, this
Agreement shall remain in effect, for successive periods of one
year, subject to the provisions for termination and all of the
other terms and conditions hereof if: (i) such continuation
shall be specifically approved at least annually by (A) either
the Trust's Board of Trustees or a majority of each Fund's
outstanding voting securities, and in either case (B) a majority
of the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party other than as Trustees of
the Trust (the "Independent Trustees"), cast in person at a
meeting called for that purpose; and (ii) the Adviser shall not
have notified the Trust in writing at least sixty (60) days
prior to the anniversary date of this Agreement in any year
thereafter that it does not desire such continuation. Prior to
voting on the renewal of this Agreement, the Trust's Board of
Trustees may request and evaluate, and the Adviser shall
furnish, such information as may reasonably be necessary to
enable the Trust's Board of Trustees to evaluate the terms of
this Agreement.
(b) Notwithstanding whatever may be provided herein
to the contrary, this Agreement may be terminated at any time,
without payment of any penalty, by affirmative vote of a
majority of the Trust's Board of Trustees, or by vote of a
majority of the outstanding voting securities of each Fund, as
defined in Section 2(a)(42) of the 1940 Act, or by the Adviser,
in each case, upon sixty (60) days' written notice to the other
party and shall terminate automatically in the event of its
"assignment" (as that term is defined in the 1940 Act). No
assignment shall be deemed to result from any changes in the
directors, officers or employees of the Adviser except as may be
provided to the contrary in the 1940 Act or the rules or
regulations thereunder.
8. AMENDMENT. Except to the extent permitted by the
1940 Act or the rules or regulations thereunder or pursuant to
exemptive relief granted by the SEC, this Agreement may be
amended by the parties only if such amendment, if material, is
specifically approved by the vote of a majority of the
outstanding voting securities of each Fund (unless such approval
is not required by Section 15 of the 1940 Act as interpreted by
the SEC or its staff or unless the SEC has granted an exemption
from such approval requirement) and by the vote of a majority of
the Board of Trustees of the Trust, including a majority of the
Independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval.
9. NOTICE. Any notice that is required to be given by
the parties to each other under the terms of this Agreement
shall be in writing, addressed and delivered, or mailed postpaid
to the other party at the principal place of business of such
party.
10. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Minnesota and the applicable provisions of the 1940 Act. To the
extent that the applicable laws of the State of Minnesota, or
any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed as of the day and year first stated
above.
RBC FUNDS TRUST, on behalf of
each Fund listed on Exhibit A
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
RBC GLOBAL ASSET MANAGEMENT
(U.S.) INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Head, Strategic
Relationships Group
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EXHIBIT A
Funds and Fees for Advisory Services
Name of Fund Annual Fee Rate
RBC U.S. Long
Government/Credit Fund 0.00%
RBC U.S. Long Corporate Fund 0.00%
RBC U.S. Investment Grade 0.00%
Corporate FundRBC U.S. High Yield
Corporate Fund 0.00%
RBC U.S. PRiSM 1 Fund 0.00%
RBC U.S. PRiSM 2 Fund 0.00%
RBC U.S. PRiSM 3 Fund 0.00%
RBC U.S. Inflation-Linked Fund 0.00%
RBC U.S. Securitized Asset Fund 0.00%