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Exhibit (d)
THE AMERICAN HERITAGE FUND, INC.
00 XXXX 00 XXXXXX
XXX XXXX, XXX XXXX 00000
DECEMBER 16 , 1993
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AMERICAN HERITAGE MANAGEMENT CORPORATION
00 XXXX 00 XXXXXX
XXX XXXX, XXX XXXX 00000
INVESTMENT ADVISORY AGREEMENT
Gentlemen:
THE AMERICAN HERITAGE FUND, INC. (the "Fund") has been incorporated under
the laws of the State of New York to engage in the business of investing in
securities. It Board of Directors and shareholders have selected you to act as
the investment adviser of the Fund and to provide certain other services, as
more fully set forth below, and you are willing to act as such investment
adviser and to perform such services under the terms and conditions hereinafter
set forth. Accordingly, you and the Fund agree as follows:
1. ADVISORY SERVICES
You will regularly provide the Fund with investment research
advice and will furnish continuously an investment program for the Fund's
portfolio. You will recommend what securities shall be purchased for the
portfolio of the Fund, what portfolio securities shall be sold by the Fund and
what portion of the Fund's assets shall be held uninvested, subject always to
the provisions of the Fund's Certificate of Incorporation and By- Laws and of
the Investment Company Act of 1940, as each of the same shall be from time to
time amended, and consistent with its investment objectives as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933. You shall advise and assist the officers of the Fund in
taking such steps as are necessary or appropriate to carry out the policy
decisions of its Board of Directors and the appropriate committees of such Board
regarding the foregoing matters and the general conduct of the investment
business of the Fund. Your role is advisory only and nothing herein shall be
deemed to empower you to make any
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investment decisions for the Fund, the power to make all such decisions being
vested solely in the management of the Fund.
2. BROKERAGE
You shall render all services for the Fund in connection with
placing orders with brokers and dealers for the purchase, sale or trade of
securities held or to be acquired by the Fund. You shall place orders for the
purchase and sale of the Fund's portfolio securities in accordance with the
provisions set forth in the Fund's proxy statement or current prospectus,
whichever is the most recent.
3. OTHER SERVICES
The Fund may from time to time request that you perform other
services for the Fund. Such services may include, but are not limited to,
serving as the Fund's registrar, transfer agent and dividend disbursing agent,
performing accounting services for the Fund, keeping the Fund's books and
records that it is required to keep and computing the Fund's daily net asset
value. In performing any of these services for the Fund, you may use your
affiliates to perform these services on your behalf or contract with third
parties and have such third parties perform these services on your behalf. Any
actual expenses you incur in having any such services performed will be paid
directly by the Fund or will be reimbursed to you by the Fund.
4. ALLOCATION OF EXPENSES
The Fund shall assume all expenses required in the conduct of its
business, except as hereinafter stated. In particular, but without limiting the
generality of the foregoing, this will include payment by the Fund of the
following:
(a) compensation, expenses and fees of the Fund's officers,
directors and employees;
(b) expenses of stenographic, clerical, messenger, telephone
and other related services required in the conduct of the Fund's business;
(c) the Fund's brokers' commissions;
(d) the Fund's legal, auditing and accounting expenses;
(e) fees and disbursements of custodians of the Fund's
assets;
(f) expenses of printing, engraving and delivery of the Fund's
share certificates, including the cost of issuance of such certificates;
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(g) any other expenses relating to the redemption or repurchase
of shares of the Fund;
(h) the charges of transfer agents and registrars of the shares
of the Fund;
(i) the cost of preparing and distributing reports and notices
to the shareholders;
(j) the expense of distributing dividends;
(k) the expenses of printing and mailing prospectuses and other
materials to the Fund's existing shareholders;
(l) the expenses incident to the holding of shareholders'
meetings; and
(m) the expenses of utilities, insurance premiums and taxes or
government fees.
You will provide investment advisory research and statistical
facilities and all clerical services relating to research, statistical and
investment work.
5. COMPENSATION OF THE ADVISER
As compensation for the services rendered by you under this
Agreement, the Fund hereby agrees to pay you an annual fee at the rate of one
and one-quarter percent (1.25%) of the first $100,000,000 of average daily net
assets and one percent (1%) of any additional net assets of the Fund. The fee
shall be paid to you on the fifth business day of each calendar month for
services rendered during the preceding month.
6. LIMITATIONS OF LIABILITY OF ADVISER
You shall not be liable for any error in judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except for a loss resulting from willful misfeasance,
bad faith or gross negligence on your part in the performance of your duties or
from reckless
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disregard by you of your obligations and duties under this Agreement.
7. DURATION AND TERMINATION OF THE AGREEMENT
This Agreement shall become effective upon the affirmative vote of
the holders of a majority of the outstanding voting securities of the Fund.
This Agreement shall remain in force for a period of two years
from the date it becomes effective (the "initial term"). After the initial term,
this Agreement may be renewed for additional yearly terms by the specific
approval of a majority vote of the Fund's Board of Directors, including a
majority of the Fund's Board of Directors who are not parties to this Agreement
or interested persons of any such party. The vote of the Fund's Board of
Directors to renew this Agreement shall be cast in person at a meeting called
for the purpose of voting on such approval. This Agreement may also be renewed
by a vote of the shareholders owning a majority of the Fund's outstanding voting
securities and a majority vote of the Fund's directors who are not interested
persons of the Fund cast in person at a meeting called for the purpose of voting
on such approval. This Agreement shall automatically terminate in the event of
its assignment or at any time without the payment of any penalty by the Fund's
Board of Directors or by the vote of the majority of the Fund's outstanding
voting securities on not more than 30 days notice to you. In interpreting the
provisions of this Section 7, the definitions contained in Section 2(a) of the
Investment Company Act of 1940, particularly the definitions of "interested
person", "assignment", "voting security" and "the vote of a majority of the
outstanding voting securities", shall be applied.
8. NOT EXCLUSIVE AGREEMENT
Nothing in this Agreement shall limit or restrict the right of any
of your directors, officers or employees to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any other business, whether of a similar or dissimilar nature, nor limit or
restrict your right to engage in any other business or to render services of any
kind to any other firm, corporation, individual or association.
9. MISCELLANEOUS
The captions in this Agreement 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.
IF YOU ARE IN AGREEMENT WITH THE FOREGOING, PLEASE SIGN THE FORM OF
ACCEPTANCE ON THE ACCOMPANYING COUNTERPART OF THIS LETTER
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AND RETURN SUCH COUNTERPART TO THE FUND, WHEREUPON THIS LETTER SHALL BECOME A
BINDING CONTRACT.
Very truly yours,
THE AMERICAN HERITAGE FUND, INC.
BY: /s/XXXXXXX X. XXXXXX, DECEMBER 16, 1993
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THE FOREGOING AGREEMENT IS HEREBY ACCEPTED AND WILL BE DEEMED TO BECOME
EFFECTIVE ON THE DATE FIRST ABOVE WRITTEN IN ACCORDANCE WITH ITS TERMS.
AMERICAN HERITAGE MANAGEMENT CORPORATION
BY: /s/XXXXX X. XXXXXX, DECEMBER 16, 1993
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