Exhibit No. EX-99.d.2
CONTRACT FOR
INVESTMENT ADVISORY SERVICES
Agreement made April 28, 1999 between The Berwyn Funds, a Delaware business
trust, having its principal place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxx, herein referred to as the Fund, on behalf of the Berwyn Income
Fund series of the Fund, herein referred to as the Series, and The Xxxxxx Group,
Inc., a Pennsylvania corporation, having its principal place of business at 0000
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxx, herein referred to as the Adviser.
1. The Fund is registered with the U.S. Securities and Exchange
Commission as an open-end management investment company under the
provisions of the Investment Company Act of 1940, as amended (the
"Act"), and is qualified to engage in business under the Act and
other applicable federal and state statutes.
2. The Adviser is registered under the Investment Advisers Act of 1940,
as amended (the "Advisers Act") and is engaged in the business of
acting as an investment adviser and rendering research and advisory
services.
3. The Fund desires to retain the Adviser to render such services to the
Fund with respect to the Series in the manner and on the terms and
conditions hereinafter set forth.
4. Nothing contained herein shall be deemed to require the Fund to take
any action contrary to its Certificate of Trust, Agreement and
Declaration of Trust or any applicable statute or regulation, or to
relieve or deprive the Board of Trustees of the Fund of its
responsibility for, and control of, the conduct of the affairs of the
Fund.
For the reasons recited above, and in consideration of the mutual promises
contained herein, the Fund and Adviser agree as follows:
SECTION ONE
INVESTMENT ADVICE AND OTHER SERVICES
a. Adviser shall to the extent reasonably required in the conduct of the
business of the Fund with respect to the Series, place at the disposal of the
Series, its judgment and experience and furnish to the Series advice and
recommendations with respect to investments, investment policies, the purchase
and sale of securities, and the management of the resources of the Series.
Adviser shall also, from time to time, furnish to or place at the disposal of
the Series such reports and information relating to industries, businesses,
corporations or securities as may be reasonably required by the Series or as
Adviser may deem to be helpful to the Series in the administration of its
investments.
b. Adviser agrees to use its best efforts in the furnishing of such advice
and recommendations and in the preparation of such reports and information, and
for this purpose Adviser shall at all times maintain a staff of officers and
other trained personnel for the performance of its obligations under this
agreement. Adviser, may at its expense, employ other persons to furnish to
Adviser statistical and other factual information, advice regarding economic
factors and trends, information with respect to technical and scientific
developments and such other information, advice and assistance as Adviser may
desire.
c. The Fund will from time to time furnish to Adviser detailed statements
of the investments and resources of the Series and information as to its
investment strategies and problems, and will make available to Adviser such
registration statements, financial reports, proxy statements, and legal and
other information relating to the investments of the Series as may be in
possession of the Fund or available to it.
SECTION TWO
COMPENSATION TO INVESTMENT ADVISER
a. The Fund agrees to pay to Adviser and Adviser agrees to accept, as full
compensation for all services rendered by Adviser hereunder, a fee at an annual
rate equal to 0.50% of the average daily net assets of the Series.
The fee will be paid monthly in arrears.
b. Adviser agrees that neither it nor any of its officers or trustees
shall take any long or short position in the shares of beneficial interest in
the Fund; provided that the Adviser or any of its officers or Trustees may
purchase shares of beneficial interest in the Fund at the price at which such
shares are available to the public at the moment of purchase; and provided
further that (1) such purchase is made for investment purposes only and (2) if
any shares of beneficial interest in the Fund so purchased are resold within two
months after the date of purchase, such fact will be immediately reported to the
Fund.
SECTION THREE
PAYMENT OF EXPENSES
a. The Adviser shall provide and furnish office space to the Fund and
provide personnel to administer the operations of the Fund with respect to the
Series. The Adviser shall pay all expenses associated with the sales promotion
of shares of the Series. The Fund will pay all other expenses incurred in the
operation of the Fund with respect to the Series.
b. The Adviser hereby agrees to reduce its fee hereunder in any fiscal
year of the Fund by any amount necessary to prevent expenses and liabilities of
the Series (excluding taxes, interest, brokerage commissions and extraordinary
expenses, determined by the Fund or Adviser for the Series, but inclusive of the
Adviser's fee for the Series) from exceeding an annual rate of 2.00% of the
average daily net assets of the Series. When the average daily net assets of the
Series exceed $100 million, the Adviser hereby agrees to reduce its fee for the
Series in any fiscal year by any amount necessary to prevent expenses and
liabilities of the Series (excluding taxes, interest, brokerage commissions and
extraordinary expenses, determined by the Fund or Adviser for the Series, but
inclusive of the Adviser's fee for the Series) from exceeding an annual rate of
1.50% of the average daily net assets of the Series.
SECTION FOUR
DURATION; TERMINATION
a. This agreement shall begin on the day and year first above written and
shall continue in effect for a period of two years, if approved by vote of a
majority of the outstanding voting securities of the Series. After the initial
two years of this agreement, this agreement shall continue in effect from year
to year, subject to the provisions for termination and all of the other terms
and conditions hereof; provided that such continuation shall be specifically
approved at least annually (i) by vote of a majority of the Board of Trustees of
the Fund or by vote of a majority of the outstanding voting securities of the
Series, and (ii) by vote of a majority of the trustees of the Fund 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.
b. This agreement may be terminated by the Fund or the Adviser on sixty
days' notice in writing to the other party hereto, without the payment of any
penalty; provided that such termination on the part of the Fund is authorized by
resolution of the Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Series.
c. This agreement shall automatically and immediately terminate in the
event of its assignment.
d. For the purposes of this agreement, the terms "interested persons,"
"vote of a majority of the outstanding voting securities," and "assignment"
shall have the meanings as provided in the Act and the rules and regulations
thereunder.
SECTION FIVE
AMENDMENT OF AGREEMENT
This agreement may be amended or modified to the extent, and in the manner,
permitted by the Act and the rules and regulations adopted thereunder; provided
that no amendment or modification of this agreement shall be effective unless
the same shall be in writing and signed by all of the parties hereto.
In witness whereof, the parties hereto have caused this agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, the day and year first above
written.
THE BERWYN FUNDS, THE XXXXXX GROUP, INC.
on behalf of its Berwyn Income
Fund series
By /s/Xxxxx X. Xxxx By /s/Xxxxxx X. Xxxxxx
Name: Xxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary and Treasurer Title: President
