INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of March 1997 by and between Delta Funds,
an Ohio Business Trust (the "Trust") and Utopia Capital Management Corporation,
a New York corporation (the "Adviser").
1. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to the Delta Micro Cap Growth Fund, a series of the Trust
(the "Fund") for the period and on such terms as set forth in this Agreement.
The Trust employs the Adviser to manage the investment and reinvestment of the
assets of the Fund, to continuously review, supervise and administer the
investment program of the Fund, to determine in its discretion the securities to
be purchased or sold and the portion of the Fund's assets to be held uninvested,
to provide the Fund with records concerning the Adviser's activities which the
Fund is required to maintain, and to render regular reports to the Trust's
officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities for
the Fund and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Unless and
until otherwise directed by the Board of Trustees of the Fund, the Adviser is
authorized to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if the Adviser determines in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage or research services provided by such broker or dealer, viewed
in terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund. The
execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Trustees of the Trust such
information relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be
rendered by the Adviser as provided in Section 1 of this Agreement, the Trust
shall pay to the Adviser, at the end of each month, an
advisory fee calculated based on the annual percentage rates as set forth in
Schedule A attached hereto with respect to the average daily net assets of the
Fund for the month. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in such month as a percentage of
the total number of days in such month.
4. OTHER SERVICES. At the request of the Trust, the Adviser
in its discretion may make available to the Fund office facilities,
equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Trust agrees to furnish to the Adviser
current prospectuses, statements of additional information, proxy
statements, reports to stockholders, certified copies of its
financial statements, and such other information with regard to the
Trust and the Fund as the Adviser may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the
Fund are not to be deemed exclusive, and the Adviser shall be free
to render similar services to others.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the
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Investment Company Act of 1940, as amended ("1940 Act")), the Adviser shall not
be subject to any liability whatsoever to the Trust, or to any stockholder of
the Trust, for any error of judgment, mistake of law or any other act or
omission in the course of, or connected with, rendering services hereunder
including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of the Fund.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Agreement and Declaration of Trust and the Certificate of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Trust are or may be
interested in the Adviser (or any successor thereof) as Trustees, officers,
agents, shareholders or otherwise; Trustees, officers, agents and shareholders
of the Adviser are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund as a shareholder or otherwise; and that the effect of any
such interrelationships shall be governed by said Agreement and Declaration of
Trust and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of the end of two years
after the date first written above or a date within such two-year period as
specifically approved (a) by the vote of a majority of those members of the
Board of Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the Fund.
This Agreement shall thereafter continue for periods of one year so long as such
continuance is specifically approved at least annually; (a) by the vote of a
majority of those members of the Board of Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund; provided, however, that if the
holders of the Fund fail to approve the Agreement as provided herein, the
Adviser may continue to serve in such capacity in the manner and to the extent
permitted
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by the 1940 Act and rules thereunder. This Agreement may be terminated
with respect to the Fund at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund on 60 days' written
notice to the Adviser. This Agreement may be terminated by the Adviser at any
time, without the payment of any penalty, upon 90 days' written notice to the
Trust. This Agreement will automatically and immediately terminate in the event
of its assignment, provided that an assignment to a corporate successor to all
or substantially all of the Adviser's business or to a wholly-owned subsidiary
of such corporate successor which does not result in a change of actual control
of the Adviser's business shall not be deemed to be an assignment for the
purposes of this Agreement. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at any
office of such party and shall be deemed given when received by the addressee.
As used in this Section 9, the terms "assignment," "interested persons," and "a
vote of a majority the outstanding voting securities" shall have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of
the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Trust must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Fund.
11. USE OF NAME. The Trust agrees that if this Agreement is
terminated and the Adviser shall no longer be the investment adviser to the
Fund, the Trust will, within a reasonable period of time, change its name to
delete reference to "Delta."
12. SEVERABILITY. If any provisions 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.
13. APPLICABLE LAW. This Agreement shall be construed in
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accordance with the laws of the State of New York, provided, that
nothing herein shall be construed as being inconsistent with the
1940 Act.
14. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the day and year
first written above.
UTOPIA CAPITAL MANAGEMENT DELTA FUNDS
CORPORATION
By: ____________________ By: ______________________
Name: ____________________ Name: ______________________
Title: ____________________ Title: ______________________
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SCHEDULE A
PORTFOLIO ADVISORY FEES
Assets Percent
First $100 million 1.00
From $100 million to $200 million 0.85
More than $200 million 0.70
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