EXHIBIT - d
INVESTMENT ADVISORY CONTRACT
AGREEMENT, made by and between The NorthQuest Capital Fund, Inc., a New Jersey
corporation, (hereinafter called "Fund") and Emerald Research Corporation, a
New Jersey corporation (hereinafter called "Investment Adviser")
WITNESSETH: WHEREAS, Fund engages in the business of investing and reinvesting
its assets and property in various stocks and securities and Investment
Adviser engages in the business of providing investment advisory services.
1. The Fund hereby employs the Investment Adviser, for the period set forth
in Paragraph 6 hereof, and on the terms set forth herein, to act as the
Fund's transfer agent, dividend paying agent and render investment advisory
services to the Fund. The Investment Adviser hereby accepts such employment
and agrees, during such period, to render the services and assume the obli-
gations herein set forth, for the compensation provided. The Investment
Adviser shall, for all purposes herein, be deemed to be an independent con-
tractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund.
2. As a compensation for the services to be rendered to the Fund by the Invest-
ment Adviser under the provisions of this Agreement, the Fund shall pay to
the Investment Adviser monthly a fee equal to one-twelfth of 1.00 percent
per month (the equivalent of 1% per annum) of the daily average net assets
of the Fund during the month. The first payment of fee hereunder shall be
prorated on a daily basis from the date this Agreement takes effect but may
be waived by the Investment Adviser under special circumstances.
2a. The Investment Adviser will pay the start up expenses of the Fund and absorb
sufficient expenses to hold the total expenses of the Fund to equal to or
less than 2% per year of the averaged total net assets of the Fund. This
agreement shall begin when the Fund's registration becomes effective and
remain in effect in perpetuity. The Investment Adviser Fee Reimbursement
can only be terminated by the Fund and the Fund will not reimburse the
Adviser for start up expenses.
3. It is expressly understood and agreed that the services to be rendered by
the Investment Adviser to the Fund under the provisions of this Agreement
are not to be deemed to be exclusive, and the Investment Adviser shall be
free to render different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
4. It is understood and agreed that directors, officers, employees, agents and
shareholders of the Fund may be interested in the Investment Adviser as
directors, officers, employees, agents and shareholders, and that directors,
officers, employees, agents and shareholders of the Investment Adviser may
be interested in the Fund, as directors, officers, employees, agents and
shareholders or otherwise, and that the Investment Adviser, itself, may be
interested in the Fund as a shareholder or otherwise, specifically, it is
understood and agreed that directors, officers, employees, agents and share-
holders of the Investment Adviser may continue as directors, officers, em-
ployees, agents and shareholders of the Fund; that the Investment Adviser,
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its directors, officers, employees, agents and shareholders may engage in
other business, may render investment advisory services to other investment
companies, or to any other corporation, association, firm or individual, may
render underwriting services to the Fund, or to any other investment compa-
ny, corporation, association, form or individual. The Fund shall bear ex-
penses and salaries necessary and incidental to the conduct of its business,
including but not in limitation of the foregoing, the costs incurred in the
maintenance of its own books, records, and procedures; dealing with its own
shareholders; the payment of dividends; transfers of stock (including issu-
ance & redemption of shares); reports and notices to shareholders; expenses
of annual stockholders meetings; miscellaneous office expenses; brokerage
commissions; taxes; and custodian, legal, accounting and registration fees.
Employees, officers and agents of the Investment Adviser who are, or may in
the future be, directors and/or senior officers of the Fund shall receive no
remuneration from the Fund or 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 & Investment Adviser may share com-
mon facilities and personnel common to each, with appropriate proration of
expenses.
5. Investment Adviser shall give the Fund the benefit of its best judgment and
efforts in rendering these services, and Fund agrees as an inducement to the
undertaking of these services that Investment Adviser shall not be liable
hereunder for any mistake of judgment or any event whatsoever, provided that
nothing herein shall be deemed to protect, or purport to protect, Investment
Adviser against any liability to Fund or to its security holders to which
Investment Adviser would otherwise be subject by reason of willful misfeas-
ance, bad faith or gross negligence in the performance of duties hereunder,
or by reason of reckless disregard of obligations and duties hereunder.
6. This agreement shall become effective August 10, 2001 and continue in ef-
fect until Aug. 10, 2002 and, thereafter, only so long as such continuance
is approved at least annually by votes of the Fund's Board of Directors cast
in person at a meeting called for the purpose of voting on such approval,
including votes of a majority of the Directors who are not parties to such
agreement or interested persons of any such party. This agreement may be
terminated at any time upon 60 days prior written notice, without payment
of any penalty, by the Fund's Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund. The contract will automati-
cally terminate in the event of its assignment by the Investment Adviser
(within the meaning of the Investment Company Act of 1940), which shall be
deemed to include transfer of control of the Investment Adviser. Upon ter-
mination of this agreement, the obligations of all parties hereunder shall
cease and terminate as of the date of such termination, except for any obli-
gation to respond for a breach of this Agreement committed prior to such
termination and except for the obligation of the Fund to pay to the Invest-
ment Adviser the fee provided in Paragraph 2 hereof, prorated to the date of
termination.
7. This Agreement shall not be assigned by the Fund without prior written con-
sent thereto of the Investment Adviser. This Agreement shall terminate au-
tomatically in the event of its assignment by the Investment Adviser unless
an exemption from such automatic termination is granted by order or rule of
the Securities and Exchange Commission.
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IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to
be affixed and duly attested and their presence to be signed by their duly
authorized officers this 10th day of August, 2001.
The NorthQuest Capital Fund, Inc. By: /s/ Xxxxx X. Xxxxxx, Pres.
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Xxxxx X. Xxxxxx, President
Attest: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Emerald Research Corporation By: /s/ Xxxxx X. Xxxxxx, Pres.
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Xxxxx X. Xxxxxx, President
Attest: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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