MASTER INVESTMENT ADVISORY CONTRACT
WHITEHALL FUNDS TRUST
January 28, 2000
As amended October 26, 2000
IBJ Whitehall Bank & Trust Company
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Dear Sirs or Madams:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and IBJ Whitehall Bank & Trust Company (the "Adviser") as follows:
1. DEFINITIONS AND DELIVERY OF DOCUMENTS. The Trust has been organized
as a business trust under the laws of the State of Delaware and is an open-end
management investment company. The Trust's shares of beneficial interest may be
classified into series in which each series represents the entire undivided
interests of a separate portfolio of assets. For all purposes of this Contract,
a "Fund" shall mean a separate portfolio of assets of the Trust with respect to
which the Trust has entered into an Investment Advisory Contract Supplement, and
a "Series" shall mean the series of shares of beneficial interest representing
undivided interests in a Fund. All references herein to this Contract shall be
deemed to be references to this Contract as it may from time to time be
supplemented by Investment Advisory Contract Supplements. The Trust engages in
the business of investing and reinvesting the assets of each Fund in the manner
and in accordance with the investment objective and restrictions specified in
the Trust's Certificate of Trust, dated August 25, 1994 (the "Certificate of
Trust"), and the Prospectus or Prospectuses (the "Prospectus") relating to the
Trust and the Funds included in the Trust's Registration Statement, as amended
from time to time (the "Registration Statement"), filed by the Trust under the
Investment Company Act of 1940 (the "1940 Act") and the Securities Act of 1933
(the "1933 Act"). Copies of the documents referred to in the preceding sentence
have been furnished to the Adviser. Any amendments to those documents shall be
furnished to the Adviser promptly.
2. INVESTMENT ADVISORY AND MANAGEMENT SERVICES. (a) The Adviser shall
provide to the Trust investment guidance and policy direction in connection with
the management of the portfolio of each Fund, including oral and written
research, analysis, advice, statistical and economic data and information and
judgments, of both a macroeconomic and microeconomic character, concerning,
among other things, interest rate trends, portfolio composition, credit
conditions of both a general and special nature and the average maturity of the
portfolio of each Fund.
(b) The Adviser shall also provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Funds. Administrative services
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provided by the Adviser shall include (i) data processing, clerical and
bookkeeping services required in connection with maintaining the financial
accounts and records for the Trust and each of the Funds, (ii) the compilation
of statistical and research data required for the preparation of periodic
reports and statements of each of the Funds which are distributed to the Trust's
officers and Board of Trustees, (iii) the compilation of information required in
connection with the Trust's filings with the Securities and Exchange Commission
and (iv) such other services as the Adviser shall from time to time determine,
upon consultation with the Administrator, to be necessary or useful to the
administration of the Trust and each of the Funds.
(c) As a manager of the assets of each Fund, the Adviser shall make
investments for the account of each Fund in accordance with the Adviser's best
judgment and within the investment objectives and restrictions of each such Fund
set forth in the Trust's Declaration of Trust, the Prospectus of each such Fund,
the 1940 Act and the provisions of the Internal Revenue Code relating to
regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and
Board of Trustees, at such times as the Board of Trustees may specify, of
investments made for each of the Funds and shall, when requested by the Trust's
officers or Board of Trustees, supply the reasons for making particular
investments.
(d) The Adviser, subject to and in accordance with any directions which
the Trust's Board of Trustees may issue from time to time, shall place, in the
name of the Funds, orders for the execution of the Fund's securities
transactions. When placing such orders the Adviser shall generally seek to
obtain the best net price and execution for the Funds, but this requirement
shall not be deemed to obligate the Adviser to place any order solely on the
basis of obtaining the lowest commission rate or spread if the other standards
set forth below have been satisfied. The parties recognize that there are likely
to be many cases in which different brokers or dealers are equally able to
provide such best price and execution and that, in selecting among such brokers
or dealers with respect to particular trades, it is desirable to choose those
brokers or dealers who furnish research, statistics, quotations and other
information to the Funds and the Adviser in accordance with the standards set
forth below. Moreover, to the extent that it continues to be lawful to do so and
so long as the Board of Trustees determines that the Funds will benefit,
directly or indirectly, by doing so, the Adviser may place orders with a broker
who charges a commission for that transaction which is in excess of the amount
of commission that another broker would have charged for effecting that
transaction, provided that the excess commission is reasonable in relation to
the value of "brokerage and research services" (as defined in Section 28(e)(3)
of the Securities Exchange Act of 1934) provided by that broker.
Accordingly, the Trust and the Adviser agree that the Adviser shall
select brokers for the execution of the Funds' transactions from among those
brokers and dealers who provide quotations and other services to the Funds,
specifically including the quotations necessary to determine the Funds' net
assets, in such amount of total brokerage as may reasonably be required in light
of such services; and those brokers and dealers who supply research, statistical
and other data to the Adviser or its affiliates which the Adviser or its
affiliates may lawfully and appropriately use in their investment advisory
capacities, which relate directly to securities, actual or potential, of the
Funds, or which place the Adviser in a better position to make decisions in
connection with the management of the Funds' assets and securities, whether or
not such data may also be
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useful to the Adviser and its affiliates in managing other portfolios or
advising other clients, in such amount of total brokerage as may reasonably be
required.
(e) The Adviser shall render regular reports to the Trust, not more
frequently than quarterly, of how much total business for the Funds' portfolio
transactions has been placed by the Adviser with brokers or dealers falling into
each of the categories referred to above and the manner in which the allocation
has been accomplished.
(f) The Adviser agrees that no investment decision will be made or
influenced by a desire to direct portfolio transactions for allocation in
accordance with the foregoing, and that the right to make such allocation shall
not interfere with the Adviser's paramount duty to obtain the best net price and
execution for the Funds.
(g) The Adviser shall furnish to the Board of Trustees periodic reports
on the investment performance of each Fund and on the performance of its
obligations under this Contract and shall supply such additional reports and
information as the Trust's officers or Board of Trustees shall reasonably
request.
3. EXPENSES. (a) The Adviser shall, at its expense, (i) employ or
associate with itself such persons as it believes appropriate to assist in
performing its obligations under this Contract and (ii) provide all advisory
services, equipment, facilities and personal necessary to perform its
obligations under this Contract.
The Trust shall be responsible for all of its expenses and liabilities,
including compensation of its Trustees who are not affiliated with the
Administrator or the Adviser or any of their affiliates; taxes and governmental
fees; interest charges; fees and expenses of the Trust's independent accountants
and legal counsel; trade association membership dues; fees and expenses of any
custodian (including for keeping books and accounts and calculating the net
asset value of shares of each Series, transfer agent, registrar and dividend
disbursing agent of the Trust; expenses of issuing, selling, redeeming,
registering and qualifying for sale the Trust's shares of beneficial interest;
expenses of preparing and printing share certificates, prospectuses,
shareholders' reports, notices, proxy statements and reports to regulatory
agencies; the cost of office supplies; travel expenses of all officers, trustees
and employees; insurance premiums; brokerage and other expenses of executing
portfolio transactions; expenses of shareholders' meetings; organizational
expenses; and extraordinary expenses).
4. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall give the Trust
the benefit of the Adviser's best judgment and efforts in rendering services
under this Contract. As an inducement to the Adviser's undertaking to render
these services, the Trust agrees that the Adviser shall not be liable under this
Contract for any mistake in judgment or in any other event whatsoever except for
lack of good faith, PROVIDED that nothing in this Contract shall be deemed to
protect or purport to protect the Adviser against any liability to the Trust or
its shareholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this Contract or by reason of the Adviser's reckless
disregard of its obligations and duties hereunder.
5. COMPENSATION OF THE ADVISER. In consideration of the services to be
rendered, facilities furnished and expenses paid or assumed by the Adviser under
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this Contract, the Trust shall pay the Adviser a fee with respect to each Fund
in accordance with the applicable Investment Advisory Contract Supplement. Fees
under this Contract will begin to accrue on the first day of a Fund's
operations.
If the fees payable to the Adviser pursuant to this paragraph 5 and the
applicable Investment Advisory Contract Supplement begin to accrue before the
end of any month or if this Contract terminates before the end of any month, the
fees for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion which the period bears to the full month in
which the effectiveness or termination occurs. For purposes of calculating the
monthly fees, the value of the net assets of each Fund shall be computed in the
manner specified in the Prospectus for the computation of net asset value. For
purposes of this Contract, "business day" means each weekday except those
holidays on which the Federal Reserve Bank of New York, the New York Stock
Exchange (the "Exchange") or the Adviser are closed. Currently, those holidays
include: New Year's Day, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving and Christmas.
6. LIMITATION OF EXPENSES PAID BY THE FUNDS. The limitation of expenses
for each Fund is set forth in the applicable Investment Advisory Contract
Supplement.
7. DURATION AND TERMINATION OF THIS CONTRACT. This Contract
and any Investment Advisory Contract Supplement, shall become effective with
respect to a Fund on the date specified in the Supplement and shall thereafter
continue in effect PROVIDED, that this Contract shall continue in effect with
respect to a Fund for a period of more than two years from such date specified
in the Supplement only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of that Fund (as defined in the 1940 Act) or by the Trust's Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's Trustees who are not parties to this
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
This Contract may be terminated with respect to a Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of that Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's Board of Trustees on 60 days' written notice to the Adviser or by
the Adviser on 60 days' written notice to the Trust. If this Contract is
terminated with respect to any Fund, it shall nonetheless remain in effect with
respect to any remaining Funds. This Contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
8. AMENDMENT OF THIS CONTRACT. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Contract shall be effective until approved
by (a) the vote, cast in person at a meeting called for the purpose, of a
majority of the Trustees who are not parties to this Contract or "interested
persons" (as defined in the 1940 Act) of any such party, and (b) with respect to
any Fund affected by such change, waiver, discharge or termination, by the vote
of a majority of the outstanding voting securities of the Series relating to
such Fund, PROVIDED that no approval shall be required pursuant to this clause
(b) in respect of an Investment Advisory Contract Supplement entered into to add
a Fund to those
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covered by this Contract (or any amendment or termination of such Supplement) by
the holders of the outstanding voting securities of any Series other than that
of such Fund.
9. OTHER ACTIVITIES OF THE ADVISER. Except to the extent necessary to
perform the Adviser's obligations under this Contract, nothing herein shall be
deemed to limit or restrict the right of the Adviser, or any affiliate of the
Adviser, or any employee of the Adviser, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association.
10. MISCELLANEOUS. The captions in this Contract 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
Contract 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. The Declaration of the Trust has been filed with
the Secretary of State of the State of Delaware. The obligations of the Trust
are not personally binding upon, nor shall resort be had to the private property
of, any of the Trustees, shareholders, officers, employees or agents of the
Trust, but only the Trust's property shall be bound.
The Trust recognizes that from time to time directors, officers and
employees of the Adviser may serve as trustees, directors, officers and
employees of other business trusts and corporations (including other investment
companies) and that such other entities may include the name "Whitehall"as part
of their name, and that the Adviser or its affiliates may enter into investment
advisory or other agreements with such other entities. If the Adviser ceases to
act as investment adviser to the Trust and its Funds, the Trust agrees that,
upon the instruction of the Adviser, the Trust will take all necessary action to
change the names of the Trust and the Funds to names not including "Whitehall"
in any form or combination of words.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
ACCEPTED:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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THE WHITEHALL GROWTH & INCOME FUND
THE WHITEHALL GROWTH FUND
THE WHITEHALL INCOME FUND
Each a series of Whitehall Funds Trust
January 28, 2000
As amended October 26, 2000
IBJ Whitehall Bank & Trust Company
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INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and IBJ Whitehall Bank & Trust Company (the "Adviser") as follows:
The Whitehall Growth & Income Fund, Whitehall Growth Fund and Whitehall
Income Fund (each a "Fund" and collectively, "the Funds") are series portfolios
of the Trust which has been organized as a business trust under the laws of the
State of Delaware and is an open-end management investment company. The Trust
and the Adviser have entered into a Master Investment Advisory Contract, dated
January 28, 1994 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more fully
set forth therein. Certain capitalized terms used without definition in this
Investment Advisory Contract Supplement have the meaning specified in the Master
Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory Contract is
hereby adopted for the Funds. Each Fund shall be one of the "Funds" referred to
in the Master Advisory Contract; and its shares shall be a "Series" of shares as
referred to therein.
2. PAYMENT OF FEES. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, each Fund shall pay a monthly fee on the first
business day of each month, based upon the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of each Fund during the preceding
month, at the annual rate of 0.85%, 0.85% and 0.65% for the Whitehall Growth &
Income Fund, Whitehall Growth Fund and Whitehall Income Fund, respectively.
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If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
THE WHITEHALL GROWTH &
INCOME FUND
THE WHITEHALL GROWTH FUND
THE WHITEHALL INCOME FUND
each a Series of Whitehall Funds Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
The foregoing Contract
is hereby agreed to as of
the date hereof:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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