Exhibit (d)(1)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This Amendment is made effective as of the 1st day of December 2005, (the
"Effective Date") to the Investment Advisory Agreement by and between Atlantic
Whitehall Funds Trust, a Delaware statutory trust (the "Trust") and ▇▇▇▇▇ ▇▇▇
Investment Counsel, Inc., (formerly Atlantic Trust Advisors, Inc.) a Delaware
corporation (the "Adviser") dated February 14, 2003 (the "Agreement").
WHEREAS, the Atlantic Whitehall Balanced Fund and Atlantic Whitehall Income
Fund were closed on March 31, 2005 and the parties wish to amend the Agreement
and Appendices to reflect this change; and
WHEREAS, the Trust desires to retain Adviser to manage the Atlantic
Whitehall Equity Income Fund (the "New Fund") in accordance with the terms and
conditions in the Agreement and the Adviser desires to manage such New Fund; and
WHEREAS, the parties wish to amend Appendices A and B of the Agreement to
reflect this change;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. Appendix A of the Agreement shall be amended by deleting the following
from the fee table:
The Atlantic Whitehall Balanced Fund February 14, 2003
The Atlantic Whitehall Income Fund February 14, 2003
and replacing it with the following text:
The Atlantic Whitehall Equity Income Fund December 1, 2005
2. Appendix B of the Agreement shall be replaced in its entirety with the
form attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the Effective Date by their representatives thereunto duly
authorized.
ATLANTIC WHITEHALL FUNDS TRUST
By:
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Title:
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▇▇▇▇▇ ▇▇▇ INVESTMENT COUNSEL, INC.
By:
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Title:
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APPENDIX B
COMPENSATION TO THE ADVISER
The Trust shall pay the Adviser, out of the assets of a Fund, as full
compensation for all services rendered, a monthly advisory fee for such Fund, on
the first business day of each month, as set forth below. Such fee shall be
calculated by applying the following annual rates to the average daily net
assets of such Fund for the preceding calendar month computed in the manner used
for the determination of the net asset value of shares of such Fund.
NAME OF FUND ANNUAL RATE
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The Atlantic Whitehall Growth Fund................................ 0.85%*
The Atlantic Whitehall International Fund......................... 1.15%*
The Atlantic Whitehall Multi-Cap Global Value Fund................ 0.90%*
The Atlantic Whitehall Mid-Cap Growth Fund........................ 0.85%*
The Atlantic Whitehall Equity Income Fund......................... 0.85%*
The Atlantic Whitehall Short Term Municipal Bond Fund............. 0.40%*
* The Adviser has agreed to waive and/or reimburse its management fee for the
period December 1, 2005 through March 31, 2007 to the extent necessary to
maintain each Series of Atlantic Whitehall Funds Trust, net expenses as
follows: Atlantic Whitehall Growth Fund - Distributor Class, 1.35%;
Atlantic Whitehall Growth Fund - Institutional Class, 1.10%; Atlantic
Whitehall Multi-Cap Global Value Fund - Institutional Class, 1.30%; the
Atlantic Whitehall Mid-Cap Growth Fund - Institutional Class, 1.30%; the
Atlantic Whitehall International Fund - Institutional Class, 1.50%; and the
Atlantic Whitehall Equity Income Fund - Institutional Class, 1.10%. The
Adviser also has agreed to waive fees and/or reimburse expenses of the
Atlantic Whitehall Short Term Municipal Bond Fund so as to maintain a net
operating expense ratio of 0.75% for a period of six months from the Fund's
inception date.
If the fees payable to the Adviser 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.
Revised 10/2005