INVESTMENT ADVISORY
CONTRACT
Omnivest Research Corporation
000 Xxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
INVESTMENT ADVISORY CONTRACT
THIS AGREEMENT, made by and between the C/FINANCIAL FUND
FUND series of C/Funds Group, Inc., a Florida
Corporation, ("the Fund"), and Omnivest Research Corpora-
tion, a Florida Corporation ("ORC"):
WITNESSETH:
WHEREAS, The Fund engages in the business of investing
and reinvesting its assets and property in various types
of securities, and
WHEREAS, ORC engages in the business of providing
investment advisory services and is licensed to engage in
such business;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, each of the parties hereto intending to
be legally bound, it is agreed as follows:
First, The Fund hereby employs ORC for a period and on
the terms as set forth in this Agreement, to render
investment advisory services to the Fund, subject to the
supervision and direction of the Board of Directors of
C/Funds Group, Inc. ORC hereby accepts such employment
and agrees, during such period, to render the services
and assume the obligations and be paid compensation, as
set forth and agreed herein. ORC, its directors,
officers, employees and agents shall, for all purposes
herein, be deemed to be providing services as an
independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to
act for, represent, or in any way be deemed an agent of
the Fund.
Second, As compensation for services to be rendered to
the Fund by ORC under the provisions of this Agreement,
the Fund shall pay to ORC a fee equal in amount to
one/three hundred and sixty fifth of one percent daily
(equivalent to 1% per annum), calculated as a percent of
the total Fund's market closing value each day and based
upon the net assets, securities and cash held by the Fund
as of that time each day, such fee to be accumulated and
such accumulated amount to be due and payable to ORC on
the first day of each month as payment in full for
managing the Fund's assets for the previous monthly
period ending on the 15th day of the month prior to pay
date.
Third, it is expressly understood and agreed that the
services to be rendered by the investment advisor to the
Fund under the provisions of this Agreement are not to be
deemed to be exclusive, and that ORC shall be free to
render similar or different investment services to others
so long as its ability to render the services provided
for in this Agreement shall not be impaired thereby.
Fourth, it is understood and agreed that directors,
officers, employees, agents, and shareholders of the Fund
or of C/Funds Group, Inc., may be directors, officers,
employees, agents and/or shareholders of ORC, and that
directors, officers, employees, agents and shareholders
of ORC may be interested in the Fund in the same way, and
that ORC itself as an entity may be interested in the
Fund as a shareholder. Specifically, it is understood
and agreed that directors, officers, employees, agents
and shareholders of ORC may continue as directors,
officers, employees, agents and shareholders of the Fund;
that ORC, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render
investment advisory services to other Funds or investment
companies, or to any other corporation, association, firm
or individual, and that ORC may render other services of
any kind to any other investment company, corporation,
association, firm or individual.
Fifth, it is agreed hereby between the parties to this
Agreement that all expenses incurred for normal operating
costs of the Fund, including fidelity bonding costs and
charges made by the independent public accounting firm,
shall be borne in full by the Fund. ORC or any of its
affiliated businesses or companies shall be permitted
hereunder to charge the Fund fees for services such as
but not limited to: the cost of maintaining Fund books,
records and procedures; dealing with its shareholders;
the payment of dividends; transfers of stock; reports or
notices mailed to shareholders; expenses of annual
stockholders meetings; custodian fees; and all regulatory
and registration fees; taxes; legal fees; officer
remuneration; office expenses; and postage; provided,
that in no event shall remuneration or payments of any
kind to any provider, including to ORC, its affiliated
companies or businesses or its interested directors,
employees, officers, or agents in one calendar year, be
in an amount in excess of 2% of the average daily market
value of the assets of the Fund. Officers, directors,
employees and agents of ORC who are, or may in the future
be, directors, officers, employees, agents or advisory
board members of the Fund or C/Funds Group, Inc., shall
receive no compensation from the Fund for acting in such
capacities for the Fund. In the conduct of the
respective businesses of the parties hereto and in the
performance of this Agreement, the Fund and ORC may share
common facilities and personnel common to eachother and
it is agreed hereunder that costs, as and when applicable
and subject to the limitations herein provided, for
shared facilities are to be shared fairly and equitably.
Sixth, it is agreed hereunder that ORC shall give the
Fund the benefit of its best judgment and efforts in
rendering these services, and the Fund agrees as an
inducement to undertake these services that ORC shall not
be held liable hereunder for any mistake in judgment or
any event whatsoever, provided that nothing herein shall
be construed to protect ORC against any liability to the
Fund or to its shareholders for ORC's wilfull
misfeasance, bad faith or gross negligence in the
performance of its duties hereunder, or by reason of
reckless disregard of its obligations hereunder.
Seventh, it is mutually agreed by the parties hereto that
this Agreement shall continue in force and effect until
and so long as the Board of Directors and Shareholders of
the Fund vote to keep it in force, it being understood
and agreed that this Agreeement or any other similar
Agreement as amended, must be approved by vote of
Shareholders at least once annually. Such approval by
the Board of Directors shall be by a majority of those
directors who are not interested directors of the Fund or
parties to this Agreement by virtue of their affiliation
with ORC and by a shareholder vote of a majority of
shares outstanding at the time.
Eighth, it shall be agreed that this Agreement may be
terminated at any time upon 30 days written notice,
without payment of any penalty, by the Fund's Board of
Directors or by a vote of a majority of the outstanding
voting shares of the Fund. This contract will
automatically terminate in the event of its assignment
(within the meaning of the Investment Company Act of
1940), which shall be deemed to include a transfer of
control of ORC. Upon the termination of this Agreement,
the obligations of the parties hereto shall cease and
terminate as of the date of such termination, except for
any obligation to respond for a breach of this Agreement
committed prior to such termination and except for the
obligation of the Fund to pay to ORC the fee provided
herein, prorated to the date of termination.
IN WITNESS WHEREOF, the parties hereto have caused their
corporate seals to be affixed and duly attested and their
presents to be signed by their duly authorized officers
this ______ day of ______________, 1997.
C/FINANCIAL FUND Series
C/Funds Group, Inc.
(SEAL)
Attest: ____________________ By:____________________
OMNIVEST RESEARCH CORPORATION
(SEAL)
Attest: ____________________ By:_____________________
C/Data Systems Form #042992
ws/cfi/contract.cff
