Exhibit - 10 i
INVESTMENT MANAGEMENT AGREEMENT
This Investment Management Agreement (the "Agreement") is made by and between
the Bullfinch Fund, Inc. (the "Fund") and Carosa & Xxxxxxx Asset Management, LLC
(the "Adviser").
Whereas the Adviser is a registered investment adviser as required by
State and Federal law; and,
Whereas the Fund wishes to engage the services of the Adviser as
provided in the Agreement below;
Now, Therefore, the parties intend that the following Agreement govern the
relationship between them:
1. Appointment of Adviser. The Fund appoints the Adviser
as Fund's agent and attorney-in-fact, subject to the supervision and direction
of the Board of Directors of the Fund, to manage assets of the Fund which will
be delivered to the Custodian for that purpose, together with the proceeds of
investment and reinvestment, (hereinafter referred to as the "Series"), with
full authority to invest and reinvest all assets of the Series in securities or
funds on behalf of the Fund. In general, the role of the Adviser
includes, but is not limited to, the following: working with the Fund to
establish appropriate investment objectives for the portfolio of the Series;
making asset allocation decisions within the portfolio in accordance with set
objectives; making the day-to-day investment decisions for the portfolio; and,
providing materials necessary for monitoring results in an accurate and relevant
manner. Should the Fund itself, or through a third party service provider, wish
to perform services similar to, or impacting on, the Adviser's above
listed responsibilities, the interests of the Series will be served by the Fund
notifying the Adviser in advance, to ensure consistency in the
measurement and performance of the investment management process.
2. Discretionary Authority. The Fund acknowledges and understands that: (a)
The Adviser is given a Limited Power of Attorney giving full and
exclusive discretionary authority to invest and reinvest the assets in the
Series, and, in that connection, to make determinations as to which securities
are to be bought or sold, where the securities are to be bought or sold, and the
total amount of securities to be bought or sold for the Series, without
obtaining the consent of or consulting with the Fund, but consistent with the
Investment Objective and Policies or Special Instructions of the Fund with
respect to the Series. The term "securities" as used in this Agreement shall
include (but not by way of limitation) mutual funds. It is understood that all
or a portion of the Series may be held in cash or cash equivalents. (b) The
Adviser may select brokers or dealers to execute orders for the purchase or
sale of securities so long as the Adviser has acted prudently. (c) Un-
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less the Fund elects to retain voting powers for the securities held in the
Series (to so elect, the Fund should notify the Adviser in writing),
the Adviser shall have the power and authority to vote according to
its sole discretion the proxies for all securities held in the Series including
the right to revoke proxies given by the Fund prior to the effective date of
this Agreement. The Adviser is hereby authorized to consent to, or
request any action on the part of such corporation whose securities are held in
the Series, and to participate in reorganizations, recapitalizations consolid-
ations, mergers and similar transactions with respect to such securities. The
Adviser shall not be liable for any actions taken pursuant to the
voting power and authority granted hereunder. (d) The Adviser shall
not have the right to transfer out of or deposit into the Series funds or sec-
urities unless such transaction is part of a purchase or sale of securities on
the Fund's behalf, involves a clearly documented error, or involves an amount or
adjustment determined by the Adviser to be payable from the Series
pursuant to the terms of this Agreement. The Adviser shall not be
liable for Fund initiated transactions which are outside the authority granted
by this Limited Power of Attorney. (e) The Custodian for the Series is hereby
authorized and empowered to follow the Adviser's instructions in ev-
ery respect with regard to any such trades, purchases, or sales for the Series.
It is further understood that the Custodian will not be liable for the actions
or instructions from the Adviser. (f) Any uninvested cash will be
swept into a money market fund offered by the Series' Custodian, which fund
has associated with it certain advisory fees and other costs.
3. Duties of the Adviser. Pursuant to this Agreement, the Adviser is required
to render research, statistical, and Advisory services to the Fund; to make spe-
cific recommendations based on the Series' investment requirements; and to pay
the salaries of those of the Series' employees who may be officers or directors
or employees of the Investment Adviser. The Fund is responsible for the operat-
ing expenses of the Series, including: (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation and expenses of its
Directors other than those affiliated with the Adviser; (v)legal and audit ex-
penses; (vi) fees and expenses of the Series' Custodian, and Accounting Servic-
es Agent, if obtained for the Series from an entity other than the Adviser;
(vii) expenses incidental to the issuance of its shares, including iss-
uance on the payment of, or reinvestment of, dividends and capital gain distrib-
utions; (viii) fees and expenses incidental to the registration under federal
or state securities laws of the Series or its shares;(ix) expenses of preparing,
printing and mailing reports and notices and proxy material to shareholders
of the Series; (x) all other expenses incidental to holding meetings of the
Series' shareholders; (xi) dues or assessments of or contributions to the In-
vestment Company Institute or any successor; and (xii) such non-recurring ex-
penses as may arise, including litigation affecting the Series and the legal
obligations with respect to which the Series may have to indemnify its Officers
and Directors.
The Adviser may use its own resources to engage in activities that promote
the sale of the Series, including payments to third-parties who provide share-
holder support servicing and distribution assistance. Investors may be charged
a fee if they effect transactions through a broker or agent.
4. Commencement of Services. The Adviser will assume none of its
management responsibilities under this Agreement, and no fees shall be due, un-
til the "Commencement Date" has been reached. The Commencement Date is deemed to
be reached when the asset comprising the Series (or a substantial enough por-
tion of the assets comprising the Series as determined at the discretion of the
Adviser) are ready to trade in the sole discretion of the Investment
Manager. The Commencement Date shall not be deemed to have been triggered if the
Custodian sweeps cash from the Series in order to generate interest for the
Series, or if the Adviser liquidates securities transferred into the
Series by the Fund, or if the Adviser issues instructions for
isolated trades due to circumstances unrelated to or which precede its general
discretionary management of the Series or result from the specific direction of
the Fund. Securities transferred into the Series may, in the sole discretion of
the Adviser, be liquidated prior to the Commencement Date. The
Adviser shall not, under any circumstances, be liable for any loss
which results from a reduction in the value of the assets in the Series prior
to the Commencement Date.
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5. Fees. The Fund will pay management fees to the Adviser as
outlined in this Section 4. As a compensation for the services to be rendered to
the Fund by the Adviser under the provisions of this Agreement, the
Fund shall pay to the Adviser monthly a fee equal to one-twelfth of
one and a quarter (1.25) percent per month, (the equivalent of 1.25% per annum)
on the first $1,000,000 of the daily average net assets of the Fund during the
month and one (1.00) percent per month, (the equivalent of 1.00% per annum) on
that portion of the daily average net assets of the Fund during the month in
excess of $1,000,000. The first payment of fee hereunder shall be prorated
on a daily basis from the date this Agreement takes effect. By executing this
Agreement, the Fund hereby authorizes the Custodian to deduct the management
fees from the Series and pay the Adviser upon proper instructions
received from the Adviser. The Investment Adviser agrees to forgo
sufficient fees to hold the total expenses of the Fund to less than 2.0% of
the first $10 million in average assets and 1.5% of the next $20 million.
6. Termination. This Agreement shall remain in full force and effect until
terminated by either of the parties hereto, only so long as such continuance is
approved at least annually by votes of the Fund's Board of Directors, cast at
a meeting called for the purpose of voting on such approval, including the
votes of a majority of the Directors who are not parties to such agreement or
interested persons of any such party. Either party may terminate the Agreement
with or without cause. Termination shall occur upon at least sixty (60) days
written notice; and in such event, the Adviser shall be paid through
the date of termination. Upon receipt of such notice of termination, the
Adviser shall, to the extent practicable, liquidate all securities in
the Series in a timely manner by reducing the Fund's holdings to cash or cash
equivalents unless the Fund specifically instructs the Adviser to do
otherwise in the notice of termination. The Fund has a right to terminate this
Agreement without penalty within 5 business days after the date of execution of
this Agreement; provided, however, that any investment action taken by the
Adviser with respect to the Series prior to the effective date of
such termination shall be at the Fund's risk.
7. Representations of the Fund. The Fund represents and warrants that in
entering into this Agreement, the Fund has relied only upon representations and
data which have been provided in written materials of the Adviser.
8. Series Investment Objective. The Adviser will manage the Series according
to the terms of the Fund's Registration Statement. The Fund will communicate
any change in investment objective and policies to the Adviser in writing. The
Adviser will be allowed a reasonable time period to come into compliance with
changes in investment objective and policies so that the prevailing market
conditions can be considered.
9. Disclaimers. The Adviser will not be responsible for and is
hereby released from any loss or damage in any form resulting directly or
indirectly from the failure of the Fund to fulfill any of the Fund's
responsibilities under this Agreement or to provide the Adviser with
complete, accurate, and truthful data as required in this Agreement or as
otherwise requested by the Adviser. The disclaimers and limitations
of liability of the Adviser in this Section 8 and elsewhere in this
Agreement (including the last sentences of Section 2 (c) and Section 3) do not
constitute a waiver of any right of the Fund provided by the Advisers Act, any
other federal and state securities laws or ERISA, and the Fund retains all such
rights.
10. Arbitration. All disputes between the Adviser and the Fund,
except for those involving alleged theft or misappropriation, shall be submitted
to arbitration with the American Arbitration Association; and the results of
such shall be binding upon the parties and enforceable in a court of law. Any
such arbitration shall be arbitrated by one person who shall be a businessman
not active in the investment advisory business. This Section 9 does not const-
itute a waiver by the Fund of any right provided by the Advisers Act, or other
federal and state securities laws or ERISA, including any right to choose the
forum, whether arbitration or litigation in court, in which to seek resolution
of disputes.
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11. Miscellaneous. (a) No assignment of this Agreement shall be made without
the written consent of both parties. (b) Any notice of service of process to be
given hereunder shall be sufficient if in writing and addressed to the parties
at their last known address or place of business. (c) This Agreement shall be
governed by the laws of the State of New York (without regard to any principles
or conflicts of laws) and applicable federal laws and regulations; and is bind-
ing upon the parties hereto and their respective executors, administrators,
heirs and successors in interest. (d) The site of jurisdiction and venue for any
arbitration or court proceeding will be Monroe County, New York. Neither party
shall, except as required by law, governmental order, or in the preparation for,
or in the conduct of, litigation or arbitration, disclose to any third party the
fact of litigation or arbitration, or any of the allegations of the parties
relating thereto. (e) This Agreement may not be amended or modified in any way
except by a subsequent written agreement executed by the parties. (f) In the
case of a joint Series, each owner must subscribe to this Agreement. The In-
vestment Manager is expressly authorized, in its sole discretion, to rely and to
act upon the instructions of a single joint owner, unless and until written in-
structions to the contrary, signed by each such joint owner, are received by the
Adviser. (g) If any term, covenant, condition or provision of this
Agreement shall be construed to be illegal, invalid or unenforceable, the re-
mainder of the Agreement shall be unaffected and shall remain in full force and
effect.
12. Acknowledgement. The Fund hereby acknowledges receipt of forms as required
by Federal or State law (e.g., Form ADV Part II or its equivalent) provided by
the Adviser.
IN WITNESS WHEREOF, the parties hereto have caused their signatures to be affix-
ed and duly attested and their presence to be signed by their duly authorized
officers this 30th day of June, 1997.
BULLFINCH FUND, INC. By _____________________________
Xxxxxxxxxxx Xxxxxx, President
Attest: ________________
Xxxxx X. Xxxxxx
CAROSA & XXXXXXX ASSET MANAGEMENT, LLC By _____________________________
Xxxxxxxxxxx Xxxxxx, President
Attest: ________________
Xxxxx X. Xxxxxx
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