INVESTMENT ADVISORY AGREEMENT
EXHIBIT
D
AGREEMENT
made this 21st day of May, 2007, between Wisconsin Capital Funds, Inc., a
Maryland corporation (the "Corporation"), and Wisconsin Capital Management,
LLC,
a Wisconsin limited liability company (the "Adviser").
WITNESSETH
WHEREAS,
the Corporation is an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS,
the Corporation is authorized to issue shares of its Common Stock, $.001 par
value per share, in one or more series;
WHEREAS;
the Adviser is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"); and
WHEREAS,
the Corporation desires to retain the Adviser to render investment advisory
services to certain of its series and the Adviser is willing to render such
services.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein-after
set forth, the parties hereto agree as follows:
1. Appointment
of Adviser.
The
Corporation hereby appoints the Adviser to act as investment adviser with
respect to each mutual fund series described on Exhibit A
hereto
(individually, a "Fund" and collectively, the "Funds") for the periods and
on
the terms herein set forth. The Adviser accepts such appointment and agrees
to
render the services herein set forth, for the compensation herein provided.
Additional Funds may be added to this Agreement by amendment to Exhibit A
and
without the necessity for reapproval of this Agreement by any Fund then already
covered by this Agreement.
2. Duties
of Adviser.
(a) Subject
to the general supervision of the Board of Directors of the Corporation, the
Adviser shall manage the investment operations of each Fund and the composition
of each Fund's assets, including the purchase, retention and disposition
thereof. In this regard, the Adviser, with respect to each Fund:
(i) shall
provide supervision of the Fund's assets, furnish a continuous investment
program for the Fund, determine from time to time what investments or securities
will be purchased, retained or sold by the Fund, and what portion of the assets
will be invested or held uninvested as cash;
(ii) shall
place orders pursuant to its determinations either directly with the issuer
or
with any broker and/or dealer who deals in the securities in which the Fund
is
active; in placing orders, the Adviser shall be entitled to rely upon the
provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and
(iii) may,
on
occasions when it deems the purchase or sale of an asset to be in the best
interests of the Fund as well as one or more other clients (including any other
investment company or advisory account for which the Adviser acts as adviser),
aggregate, to the extent permitted by applicable laws and regulations, the
securities to be sold or purchased in order to obtain a more favorable net
price
or execution; in such event, allocation of the securities so purchased or sold,
as well as the expenses incurred in the transaction, will be made by the Adviser
in the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
(b) The
Adviser, in the performance of its duties to each Fund hereunder, shall
(i) act in conformity with the Articles and By-Laws of the Corporation; the
Prospectus, Statement of Additional Information and Registration Statement
in
respect of the Fund; all codes, policies and procedures maintained by the
Company and applicable to the Adviser, including without limitation codes of
ethics or conduct and proxy voting policies; and the instructions and directions
of the Board of Directors of the Corporation; and (ii) comply with and
conform to the requirements of the 1940 Act, the Securities Act of 1933, as
amended, the Exchange Act and all other applicable federal and state laws,
regulations and rulings.
(c) The
Adviser shall at all times maintain its registration as an investment adviser
under the Advisers Act and comply in all material respects with the requirements
of the Advisers Act.
(d) The
Adviser shall provide, at its own expense, such office space, personnel,
facilities, equipment and other materials, resources and assets as are necessary
or appropriate for the provision of its services hereunder.
(e) The
Adviser shall render to the Board of Directors of the Corporation such periodic
and special reports and information as the Board may reasonably
request.
(f) The
services of the Adviser hereunder are not deemed exclusive and the Adviser
shall
be free to render similar services to others so long as its services under
this
Agreement are not impaired thereby.
(g) Subject
to Section 36 of the 1940 Act, the Adviser shall not be liable for any error
of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for liability to a
Fund
or its shareholders to which the Adviser would otherwise be subject by reason
of
willful misfeasance, bad faith, or gross negligence, in the performance of
its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
3. Expenses.
(a) During
the term of this Agreement, the Adviser will pay all costs incurred by it in
connection with the performance of its duties under paragraph 2 hereof, other
than the cost (including taxes and brokerage commissions, if any) of assets
purchased or sold for the Fund.
(b) In
addition to the foregoing, the Adviser may from time to time at its option
(but
shall be under no obligation to) voluntarily assume or undertake to reimburse
a
Fund for all or a portion of its expenses not otherwise required to be borne
or
reimbursed by the Adviser. Any such voluntary assumption or undertaking may
be
discontinued or modified at any time by the Adviser.
4. Compensation.
For the
services provided and the expenses assumed by the Adviser pursuant to this
Agreement, each Fund will pay the Adviser, and the Adviser agrees to accept
as
full compensation for all services rendered by it hereunder, an annual
management fee as shown on Exhibit A attached hereto. The foregoing fee will
be
computed based on the value of net assets on each day and will be paid to the
Adviser monthly in arrears.
5. Books
and Records.
The
Adviser shall maintain all of the Fund's records that relate to the provision
of
investment advisory services and transactions in portfolio securities for the
Fund. The Adviser agrees that all records which it maintains for the Fund are
the property of the Fund and it will surrender promptly to the Fund any of
such
records upon the Fund's request. The Adviser further agrees to preserve for
the
periods prescribed by Rule 31a-2 of the Commission under the 1940 Act any such
records as are required to be maintained by it pursuant to Rule 31a-1 of the
Commission under the 1940 Act.
6. Duration
and Termination.
This
Agreement will become effective with respect to a Fund upon approval of a
majority of the outstanding voting securities of such Fund (as defined in the
1940 Act). Unless terminated as hereinafter provided, this Agreement shall
continue in effect for two years from effectiveness of this Agreement as to
such
Fund, and thereafter shall continue automatically for successive periods of
one
year each so long as each such latter continuance is approved at least annually
by (i) the vote of a majority of the Board of Directors of the Corporation
who are not parties to this Agreement or "interested persons" (as defined in
the
0000 Xxx) of any such party, cast in person at a meeting called for the purpose
of voting on such approval; and (ii) either by a vote of a majority of the
Board of Directors of the Corporation or by vote of a majority of the
outstanding shares of such Fund (as defined with respect to voting securities
in
the 1940 Act). This Agreement may be terminated as to any Fund at any time,
without the payment of any penalty, by the Board of Directors of the Corporation
or by vote of a majority of the outstanding shares of such Fund (as so defined)
on 60 days' written notice to the Adviser, or by the Adviser at any time,
without the payment of any penalty, on 60 days' written notice to the
Corporation. This Agreement will automatically and immediately terminate in
the
event of its assignment (as defined in the 1940 Act and the rules
thereunder).
7. Name
of the Fund.
The
Adviser agrees that the words "Wisconsin Capital" or "Plumb" may be used in
the
name of the Corporation and any mutual fund series and that such name, any
related logos and any service marks containing the words "Wisconsin Capital"
or
"Plumb" may be used in connection with their business in perpetuity and that
such use shall be royalty free, whether or not this Agreement or any other
advisory agreement with the Adviser is in effect for the Funds. The Corporation
acknowledges that it has no rights to the name "Wisconsin Capital" or "Plumb"
or
such logos or service marks other than those granted in this paragraph and
that
the Adviser reserves to itself the right to grant the nonexclusive right to
use
the words "Wisconsin Capital" or "Plumb" or such logos or service marks to
any
other person, including, but not limited to, another investment company.
8. Status
of Adviser as Independent Contractor.
The
Adviser shall for all purposes herein be deemed to be an independent contractor
and shall, unless otherwise expressly provided herein or authorized by the
Board
of Directors of the Corporation from time to time, have no authority to act
for
or represent the Corporation in any way or otherwise be deemed an agent of
the
Corporation.
9. Amendment
of Agreement.
This
Agreement may be amended by mutual consent, but the consent of a Fund must
be
approved (a) by vote of a majority of those Directors of the Corporation
who are not parties to this Agreement or interested persons (as defined in
the
0000 Xxx) of any such party, which vote shall be cast in person at a meeting
called for the purpose of voting on such amendment, and (b) if such
amendment materially changes the advisory relationship or this Agreement or
otherwise requires shareholder approval under the 1940 Act, by vote of a
majority of the outstanding shares of such Fund (as defined with respect to
voting securities in the 1940 Act).
10. Miscellaneous.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or
made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be construed
in
accordance with applicable federal law and the laws of the State of Wisconsin
and shall be binding up and shall inure to the benefit of the parties hereto
and
their respective successors, subject to paragraph 6 hereof. Anything herein
to
the contrary notwithstanding, this Agreement shall not be construed to require,
or to impose any duty upon, either of the parties to do anything in violation
of
any applicable laws or regulations. This Agreement supersedes any prior
agreement between the parties with respect to the subject matter
hereof.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
as of the date first above written.
EXHIBIT
A TO INVESTMENT ADVISORY AGREEMENT
BETWEEN
WISCONSIN CAPITAL FUNDS, INC.
AND
WISCONSIN
CAPITAL MANAGEMENT, LLC
1.
Plumb
Balanced Fund.
The
management fee of the Plumb Balanced Fund, calculated in accordance with
Paragraph 4 of the Investment Advisory Agreement, shall be at the annual rate
of
0.65% of the average daily net assets of the Fund; provided, however, that
until
June 30, 2010 the Advisor agrees to waive fees and reimburse expenses to
the Fund as necessary so that, for any fiscal year (and any partial fiscal
year), the annual operating expenses (or, in the case of a partial fiscal year,
annualized operating expenses) of the Fund will not exceed 1.10% of the Fund's
average daily net assets. In any fiscal year during which the Fund's actual
operating expense ratio is less than 1.10%, the Advisor shall have the right
to
recoup all or a portion of any fees waived or expenses reimbursed to the Fund
during the immediately preceding three fiscal years, provided that the amount
of
any such recoupment shall be limited so that the operating expense ratio of
the
Fund for the then current fiscal year, after taking into account the amount
of
any such recoupment, does not exceed 1.10%.
2.
Plumb
Equity Fund.
The
management fee for the Plumb Equity Fund, calculated in accordance with
Paragraph 4 of the Investment Advisory Agreement, shall be at the annual rate
of
0.65% of the average daily net assets of the Fund; provided, however, that
until
June 30, 2010 the Advisor agrees to waive fees and reimburse expenses to
the Fund as necessary so that, for any fiscal year (and any partial fiscal
year), the annual operating expenses (or, in the case of a partial fiscal year,
annualized operating expenses) of the Fund will not exceed 1.20% of the Fund's
average daily net assets. In any fiscal year during which the Fund's actual
operating expense ratio is less than 1.20%, the Advisor shall have the right
to
recoup all or a portion of any fees waived or expenses reimbursed to the Fund
during the immediately preceding three fiscal years, provided that the amount
of
any such recoupment shall be limited so that the operating expense ratio of
the
Fund for the then current fiscal year, after taking into account the amount
of
any such recoupment, does not exceed 1.20%.
