INVESTMENT ADVISORY AGREEMENT
AGREEMENT made April 1, 1991, between EAGLE GROWTH SHARES,
INC., a Maryland corporation (herein called the "Fund") and
▇▇▇▇▇▇ FINANCIAL CORPORATION, a Florida corporation, (herein
called the "Adviser").
The purpose of this Agreement is to set forth all the terms
and conditions upon which the Adviser will furnish investment
advisory services to the Fund in the conduct of its business as
an investment company.
In consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, agree as
follows:
1. The Adviser shall conduct a continuous review of the
Fund's investment portfolio and also on a continuous basis
provide the Fund with investment advice and recommendations
regarding the investment and reinvestment of the Fund's assets,
including in the opinion of the Adviser, what securities should
be purchased or sold by the Fund, what portion of the Fund's
assets should remain uninvested, the extent to which the Fund
shall lend its portfolio securities, engage in the writing or
purchase of options and otherwise exercise its investment powers.
All investment advice and recommendations provided by the Adviser
under this Agreement shall be consistent with the investment
objectives, investment policies and investment limitations of the
Fund as set forth in its registration statements filed with the
Securities and Exchange Commission ("Commission"), Articles of
Incorporation, Bylaws and the directions of the Board of
Directors of the Fund, and authorized duly organized committees
created by the Board of Directors, as currently stated, and as
may be hereinafter supplemented and amended during the term of
this Agreement. The Adviser shall have discretionary authority
to effect securities transactions for the Fund.
2. Upon the request of the Fund, the Adviser will report
to the Fund and furnish the Fund with information about the
transactions effected for the Fund and the bases of any
recommendations or advice given the Fund concerning the
investment portfolio of the Fund.
3. The Adviser shall provide the Fund with statistical
analyses and research studies with respect to various issues,
issuers and industries, and reports, statistical and factual
analyses and studies relating to general economic and financial
trends at the request of the Fund.
4. It shall be the responsibility of the Adviser to
ascertain that all services required to be provided to the Fund
under this Agreement are fully furnished in a timely manner.
5. The Fund shall pay to the Adviser an annual fee equal
to the sum of the following: .75 percent of the net asset value
of the Fund which does not exceed two hundred million dollars
($200,000,000), plus .625 percent of the net asset value of the
Fund which exceeds two hundred million dollars ($200,000,000) but
does not exceed four hundred million dollars ($400,000,000), plus
.50 percent of the net asset value of the Fund which exceeds four
hundred million dollars ($400,000,000), such net assets to be
calculated as of the last business day of the month for which the
fee is being calculated. The fee provided for in this Section 5
shall be paid on the fifth business day of the month next
succeeding the month for which the fee has been calculated. The
fee provided for herein shall be paid monthly at a rate equal to
1/12th of the annual rate. In computing such fee the net asset
value of the Fund shall be the appraised value of the assets
determined in accordance with the principles relating thereto set
forth in the Bylaws of the Fund as may be amended from time to
time (which provisions are incorporated herein by reference) less
all liabilities including commissions, reserves and accruals as
determined in the discretion of the Board of Directors of the
Fund. In the event that this Agreement shall commence or
terminate on other than the first day or last day of a month, the
fee payable under this Section 5 for such month(s) shall be pro
rated on a daily basis.
6. The Fund shall pay all of its own costs and operating
expenses of every kind and nature, including, but not limited to,
printing expenses, fees and expenses of its independent public
accountant, legal fees, costs of reports to its stockholders and
reports to the Commission, registration statements, the
preparation of the Fund's tax returns, costs of custodian,
dividend disbursing and transfer agent, and costs in connection
with meetings of its Board of Directors and stockholders.
7. It is understood and agreed that directors, officers,
agents and stockholders of the Fund are or may be interested in
Adviser as stockholders, employees, agents or otherwise, and that
stockholders, employees and agents of the Adviser are or may be
interested in the Fund as directors, officers, stockholders or
otherwise. It is understood and agreed further that the Adviser
may be interested in the Fund as a stockholder or otherwise.
8. This Agreement will become effective on April 1, 1991
or on such other date as may be agreed by the Fund and the
Adviser after approval by a vote of the holders of a majority of
the outstanding voting securities of the Fund and following
approval by a vote of a majority of the Board of Directors of the
Fund, including approval of the terms of this Agreement by a
majority of those directors who, under Sections 15(c) and
2(a)(19) of the Investment Company Act of 1940 ("1940 Act") are
not parties to this Agreement or interested persons of any such
party, cast in person at a meeting specifically called to approve
the terms of this Agreement. This Agreement shall remain in
force until March 31, 1993 and will continue thereafter from year
to year so long as such continuance is specifically approved at
least annually by a majority vote of the Board of Directors of
the Fund, or by a vote of the holders of a majority of the
outstanding voting securities of the Fund; provided, however,
that in order to effect any such continuance, the terms of this
Agreement must also be approved by a majority vote, cast in
person, of those directors of the Fund who, under Sections 15(c)
and 2(a)(19) of the 1940 Act are not parties to this Agreement or
interested persons of any such party, at a meeting called for the
purpose of considering the approval of this Agreement. This
Agreement may be terminated at any time, without payment of
penalty, by the Board of Directors of the Fund or by a vote of
the holders of a majority of the outstanding voting securities of
the Fund, upon not more than sixty (60) days written notice to
Adviser, and it may be terminated by the Adviser, without
penalty, upon not more than sixty (60) days written notice to the
Fund. Any notice provided for herein shall be deemed duly given
if mailed to the regular executive office of the Fund or Adviser
as the case may be. This Agreement shall automatically terminate
in the event of its "assignment", as defined by the 1940 Act,
unless the Commission grants an exemption from those provisions
of the 1940 Act which would otherwise operate to terminate the
Agreement automatically in the event of its assignment.
9. This Agreement shall not be amended nor shall it or any
rights hereunder be assigned, transferred or in any manner
hypothecated except as specifically provided herein; nor shall
any new contract between the Fund and Adviser become effective
without the affirmative vote of a majority of the outstanding
voting securities of the Fund; provided that the foregoing
limitations shall not prevent any minor amendments to the
Agreement which may be required by Federal or state regulatory
bodies.
IN WITNESS WHEREOF the parties hereto, intending to be
legally bound, have caused this Agreement to be executed on the
day and year first above written.
EAGLE GROWTH SHARES, INC.
Attest:
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------- -------------------------
Asst. Secretary
▇▇▇▇▇▇ FINANCIAL CORPORATION
Attest:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- -------------------------
Secretary
