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Exhibit D
AMERICAN HERITAGE GROWTH FUND, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
May 25, 1994
American Heritage Management Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INVESTMENT ADVISORY AGREEMENT
Gentlemen:
AMERICAN HERITAGE GROWTH 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. You have been selected 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 investment decisions for the Fund, the power to make all such
decisions being vested solely in the management of the Fund.
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2. BROKERAGE
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. Your compensation for
such services shall be determined by mutual agreement.
4. PAYMENT OF EXPENSES
The Fund shall assume and pay all expenses required in the conduct of its
business, except as hereinafter otherwise expressly 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;
(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;
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(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 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 first 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 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
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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 AND RETURN SUCH
COUNTERPART TO THE FUND, WHEREUPON THIS LETTER SHALL BECOME A BINDING CONTRACT.
Very truly yours,
AMERICAN HERITAGE GROWTH FUND, INC.
By: /s/ XXXXXXX X. XXXXXX
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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/ XXXXXXX X. XXXXXX
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