Exhibit -
INVESTMENT ADVISORY CONTRACT
AGREEMENT, made by and between the Bread & Butter Fund INC., a New Jersey Cor-
poration, (hereinafter called "Fund") and Xxxxxx Capital Management, LLC. a New
Jersey Limited Liability Company (hereinafter called "Adviser")
WITNESSETH: WHEREAS, the Fund engages in the business of investing and reinves-
ting its assets in various stocks and securities and the Adviser engages in the
business of providing investment advisory services.
1. The Fund hereby employs the Adviser, for the period set forth in Paragraph 6
hereof, and on terms set forth herein, to act as the Fund's transfer agent,
dividend paying agent and render investment advisory services to the Fund. The
Adviser hereby accepts such employment and agrees, during such period, to ren-
der the services and assume the obligations herein set forth, for the compensa-
tion provided. The Adviser shall, for all purposes therein, deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund in any way, or
in any way be deemed an agent of the Fund.
2. As compensation for the services to be rendered to the Fund by the Invest-
ment Adviser under the provisions of this Agreement, the Fund shall pay to the
Investment Adviser a monthly fee equal to one-twelfth of 1.00 percent per month
(the equivalent of 1% per annum) of the daily average net assets of the Fund
during the month. The first payment of fee hereunder shall be prorated on a
daily basis from the date this Agreement takes effect, but may be waived by the
Investment Adviser under special circumstances.
2a. The Adviser will pay the initial organizational expenses of the Fund and
absorb sufficient expenses to hold the total expenses of the Fund to equal to
or less than 2% per year of the averaged total net assets of the Fund. This
agreement shall begin when the Fund's registration becomes effective and remain
in effect in perpetuity. The Adviser Fee Reimbursement can only be terminated by
the Fund and the Fund will not reimburse the Adviser for start up expenses.
3. It is expressly understood and agreed that the services to be rendered by
the Adviser to the Fund under the provisions of this Agreement are not to be
deemed to be exclusive, and the Adviser shall be free to render different
services to others so long as its ability to render the services provided for
in this Agreement shall not be impaired thereby.
The Fund and you acknowledge that all rights to the name "Bread & Butter" or
any variation thereof belong to you and that the Fund is being granted a limi-
xxx license to use such words in its Fund name or in any class name. In the
event you cease to be the adviser to the Fund, the Fund's right to the use of
the name "Bread & Butter" shall automatically cease on the ninetienth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Fund. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "Bread & Butter" in the name
of, or in connection with, any other business enterprises with which you are or
may become associated. There is no charge to the Fund for the right to use the
name.
4. It is understood and agreed that directors, officers, employees, agents and
shareholders of the Fund may be interested in the Adviser as directors, officers
employees, agents and shareholders, and that directors, officers, employees,
agents and shareholders of the Adviser may be interested in the Fund, as
directors, officers, employees, agents and shareholders or otherwise, and that
the Adviser, itself, may be interested in the Fund as a shareholder or other-
wise, specifically, it is understood and agreed that directors, officers, em-
ployees, agents and shareholders of the Adviser may continue as directors,
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officers, employees, agents and shareholders of the Fund; that the Adviser,
its directors, officers, employees, agents and shareholders may engage in other
business, may render investment advisory services to other investment companies
, or to any other corporation, association, firm or individual, may render
underwriting services to the Fund, or to any other investment company, corpora-
tion, association, form or individual. The Fund shall bear expenses and salar-
ies necessary and incidental to the conduct of its business, including but not
in limitation of the foregoing, the costs incurred in the maintenance of its
books, records, and procedures; dealing with its own shareholders; the payment
of dividends; transfers of stock (including issuance and redemptions of shares)
; reports and notices to shareholders; expenses of annual stockholders meetings
; miscellaneous office expenses; brokerage commissions; taxes; and custodian,
legal, accounting and registration fees. Employees, officers and agents of the
Adviser who are, or may in the future be, directors and/or senior officers of
the Fund shall receive no remuneration from the Fund or acting in such capaci-
ties for the Fund. In the conduct of the respective businesses of the parties
hereto and in the performance of this agreement, the Fund and Adviser may
share common facilities and personnel common to each, with appropriate prora-
tion of expenses.
4A.The Fund's Adviser, Xxxxxx Capital Management LLC, acts as the Fund's trans-
fer agent which records all Fund share purchases and redemptions on the Fund
premises. There are no employee charges for these services, but the Fund is
charged for supplies and postage. Stock certificates will not be issued because
of the chance of loss and accompanying costs of reissue indemnification. All
shareholder holdings are maintained in book form. The Fund has computer hard-
xxxx and software, which are provided and managed by Xxxxxx Capital Management
LLC, to run the Fund's daily operations.
5. The Adviser shall give the Fund the benefit of its best judgement and effort
in rendering these services and the Fund agrees as an inducement to the under-
taking of these services that the Adviser shall not be liable hereunder for
any mistake of judgement or any event whatsoever, provided that nothing herein
shall be deemed to protect, or purport to protect, the Adviser against any
liability to the Fund or to its security holders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross neg-
ligence in the performance of duties hereunder, or by reason or reckless dis-
regard of obligations and duties hereunder.
6.This agreement shall become effective July 25, 2005 and continue in effect
until August 2006 and, thereafter, only so long as such continuance is approved
at least annually by votes of the Fund's Board Of Directors cast in person at a
meeting called for the purpose of voting on such approval, including votes of a
majority of the Directors who are not parties to such agreement or interested
persons of any such party. This agreement may be terminated at any time upon 60
days prior written notice, without payment of any penalty, by the Fund's Board
of Directors or by vote of majority of the outstanding voting securities of the
Fund. The contract will automatically terminate in the event of its assignment
by the Adviser (within the meaning of the Investment Company Act of 1940) which
shall be deemed to include transfer of control of the Adviser. Upon termination
of this agreement, the obligations of all parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination and
except for the obligation of the Fund to pay the Adviser the fee provided in
Paragraph 2 hereof, prorated to the date of termination.
7.This Agreement shall not be assigned by the Fund without prior written con-
sent thereto of the Adviser. The Agreement shall terminate automatically in the
event of its assignment by the Adviser unless an exemption from such automatic
termination is granted by order or rule of the Securities and Exchange Commi-
sion.
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0.Xxx will vote all proxies solicited by or with respect to the issuers of
securities in which assets of the Fund may be invested from time to time. Such
proxies will be voted in a manner that you deem in good faith, to be in the best
interest of the Funds and in accordance with your proxy voting policy. You
agree to the execution of this Agreement.
0.Xxx have adopted a written Code of Ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and will provide the Fund with a copy of the code
and evidence of its adoption. Within 45 days of the last calendar quarter of
each year while this Agreement is in effect, you will provide to the Board of
Directors of the Fund a written report that describes any issues arising under
the Code of Ethics since the last report to the Board Of Directors, including
but not limited to, information about material violations of the code and sanc-
tions imposed in respsonse to the material violations; and which certifies that
you have adopted procedures reasonably necessary to prevent access persons (as
that term is defined in Rule 17j-1) from violating the code.
10.The Fund and you acknowledge
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to be
affixed and duly attested and their presence to be signed by their duly autho-
rized officers this 25th day of July 2005.
Bread & Butter Fund, Inc.
By: /s/Xxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx, President
Attest:/s/ Xxxxxx XxXxxxxxx
_________________________
Xxxxxx XxXxxxxxx, Chairman of the Board
Xxxxxx Capital Management, LLC
By:/s/Xxxxx X. Xxxxxx
_______________________
Xxxxx X. Xxxxxx, President
Attest:/s/Xxxxxx XxXxxxxxx
____________________
Xxxxxx XxXxxxxxx, Chairman of the Board
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