Exhibit 23(d)
INVESTMENT ADVISORY CONTRACT
THIS CONTRACT and AGREEMENT, by and between OLD DOMINION INVESTORS' TRUST,
INC., a Virginia corporation, and INVESTORS' SECURITY CO., INC., a Virginia
corporation, on the 20th day of December, 1988.
WITNESSETH: That for and in consideration of their mutual covenants and
agreements, the parties hereto agree as follows:
FIRST: Old Dominion Investors' Trust, Inc., hereby covenants and agrees
that during the existence of this Contract Investors' Security Co., Inc., in
consultation with, but subject to, an Investment Committee of the Board of
Directors of Old Dominion Investors Trust, Inc., shall have exclusive control of
the investment of all funds accruing to Old Dominion Investors' Trust, Inc.,
from the sale of its stock, which said investments are to be limited to such
investments as meet the requirements specified in Section (2) of the Charter of
Old Dominion Investors' Trust, Inc., and subject to the requirements that at
least fifty per centum (50%) of such invested capital shall be equally invested
in twenty (20) varied securities, provided, however, that Investors' Security
Co., Inc., shall have the discretion to invest a sum not to exceed five per
centum (5%) of the net assets of Old Dominion Investors' Trust, Inc., in any one
stock.
SECOND: Investors' Security Co., Inc. hereby agrees to provide Old
Dominion Investors' Trust, Inc., with an office at the offices of Investors'
Security Co., Inc., situate at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, and to keep
such office open from 9:00 A.M. to 4:30 P.M., Monday through Friday, and further
covenants and agrees to provide adequate space and facilities for directors and
stockholders meetings, and in addition covenants and agrees to perform the
following services on behalf of Old Dominion Investors' Trust, Inc.:
1. To issue printed reports in a form approved by the Directors;
2. To prepare and mail quarterly dividend checks;
3. To issue all notices to stockholders and directors meetings of Old
Dominion Investors' Trust Inc.;
4. To maintain, at all times, a full and detailed statement of the
portfolio of Old Dominion Investors' Trust, Inc.;
5. To have available one hour after the closing of the New York Stock
exchange daily authoritative calculation of the daily net asset value
of Old Dominion Investors' Trust, Inc.;
6. To provide complete records, services and information upon which
competent advisory services may be based, analyses of corporate stocks
in which Old Dominion Investors' Trust, Inc., may invest, and such
other information as may be prescribed by Old Dominion Investors'
Trust, Inc., to insure that the advisory services rendered by
Investors' Security Co., Inc., are at all times adequate and
commensurate with those rendered by investment advisors of other
trusts of similar size;
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7. To provide, in whatever form prescribed, any information which
the directors of Old Dominion Investors' Trust, Inc., at a proper
directors' meeting, may request;
8. Investors' Security Co., Inc., further agrees to furnish to the
Old Dominion Investors' Trust, Inc., stock certificates and all
office supplies necessary for the Conduct of its business. Fund
Plan Services will act as Registrar and Transfer Agent for Old
Dominion Investors Trust, Inc.
9. Investors' Security Co., Inc., shall be reimbursed for all
printing costs incurred by Old Dominion Investors' Trust, Inc.,
for the following items: printing annual and semi-annual reports
to stockholders, printing quarterly dividend checks and
envelopes, printing envelopes for 1099 forms. Investors Security
Co., Inc., shall pay and be reimbursed for all postage costs
incurred in mailing dividend checks, annual reports and semi-
annual reports to stockholders of record, postage for 1099 forms
and postage in solicitation of proxies. All other postage costs
will be paid by Investors' Security Co., Inc.
THIRD: Old Dominion Investors' Trust, Inc., hereby agrees that
Investors' Security Co., Inc., shall receive compensation for its services;
1. A management fee of 1/24th of 1% per month, that is, a yearly fee of 1/2
of 1% of the average value of net assets of Old Dominion Investors'
Trust, Inc.
2. Reimbursement for actual costs incurred in solicitation of proxies on
behalf of Old Dominion Investors' Trust, Inc., as provided in paragraph
Second of this agreement.
3. Investors' Security Co., Inc. shall receive no compensation other than
that provided hereinbefore.
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FOURTH: It is mutually agreed that this Contract and agreement shall
continue in effect from the date of its execution, only so long as such
continuance is specifically approved at least annually by vote of a majority of
the outstanding voting securities of Old Dominion Investors' Trust, Inc., and
agreement of Investors' Security Co., Inc., subject, however, to the right of
termination outlined in paragraph Fifth.
FIFTH: It is mutually agreed that this Contract may be terminated at any
time, without the payment of any penalty, by the Board of Directors of Old
Dominion Investors Trust, Inc., or by a vote of a majority of the outstanding
voting securities of Old Dominion Investors' Trust, Inc., on not more than sixty
(60) days' written notice to Investors' Security Co., Inc.
SIXTH: It is further mutually agreed that in the event of the assignment,
or attempted assignment, of this Contract by Investors' Security Co., Inc., the
said contract shall automatically terminate and become absolutely null and void.
SEVENTH: Investors' Security Co., Inc., covenants and agrees to abide by
any and all Federal and State regulations of every nature whatsoever applicable
to it in connection with the carrying out of the terms of this
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Contract, and the failure of Investors Security Co., Inc., so to do shall give
Old Dominion Investors' Trust, Inc., the right, at its option, to have this
Contract declared null and void.
EIGHTH: Investors' Security Co., Inc., covenants and agrees that it has the
sole responsibility for seeing that the daily quoted price of Old Dominion
Investors' Trust, Inc., stock is correct. Should the daily quoted price of Old
Dominion Investors' Trust, Inc., be quoted incorrectly, Investors' Security Co.,
Inc., further covenants and agrees to save Old Dominion Investors' Trust, Inc.,
harmless by virtue of any mistake in the quoted price of its stock and will pay
to Old Dominion Investors' Trust, Inc., any and all losses occasioned thereby.
IN WITNESS WHEREOF, Old Dominion Investors' Trust, Inc., has caused its
corporate name to be signed hereto by Xxxxx X. Hope, its President, and its
corporate seal to be affixed hereto and attested by J. Xxxxx Xxxxx, Xx., its
Secretary, both duly authorized; and Investors' Security Co., Inc., has caused
its corporate name to be signed hereto by Xxxxxx X. Xxxxxxxx, its President, and
its corporate seal to be affixed hereto and attested by Gay X. Xxxxxxxx, its
Secretary, both duly authorized,
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execution of this Contract having been granted this 20th day of December, 1988.
OLD DOMINION INVESTORS' TRUST, INC.
By: /s/ Xxxxx X. Hope
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Its President
A t t e s t :
/s/ Xxxxxx X. Xxxxxxxx
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Its Secretary
INVESTORS SECURITY CO., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Its President
A t t e s t :
/s/ [ILLEGIBLE]
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Its Secretary
