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Investment Advisory Agreement
Agreement made this 18th day of September, 1995 by and
between Xxxxxx Investment Management Services, Inc., having an
office at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000,
(the "Investment Manager") and Manor Investment Funds, Inc.,
(the "Client").
The Client hereby retains the Investment Manager upon the
terms and conditions set forth, and the Investment Manager
hereby accepts said retention and agrees to perform the
services herein mentioned upon said terms and conditions.
MANAGEMENT SERVICES
The Fund hereby employs the Investment Advisor, for the
period set forth in heading "DURATION" hereof, and on the
terms set forth herein, to render investment advisory services
to the Fund, subject to the supervision and direction of the
Board of Directors of the Fund. The Investment Advisor hereby
accepts such employment and agrees, during such period, to
render the services and assume the obligations herein set
forth, for the compensation provided. The Investment Advisor
shall, for all purposes herein, be deemed to be an independent
contractor, 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.
COMPENSATION OF INVESTMENT MANAGER
As compensation for the services to be rendered to the
Fund by the Investment Advisor under the provisions of this
Agreement, the Fund shall pay to the Investment Advisor
monthly a fee equal to one-twelfth of one per cent 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. The Investment Advisor will
forgo all or a portion of its fees in order to hold the total
expenses of the Fund to no more than 1.5% of averaged assets.
CONFIDENTIAL RELATIONSHIP
All information and recommendations furnished by either
party to the other shall at all times be treated in strictest
confidence and shall not be disclosed to third persons except
as may be required by law or except upon prior written
approval of the other party to this agreement.
REGISTRATION OF INVESTMENT MANAGER
Investment manager is a registered Investment Advisor
under the Investment Advisors Act of 1940. The Manager shall
not be considered a Trustee of any plan, and shall not have
any other responsibilities for supervision, administration or
operation of any plan or plan assets not assigned to the
Investment Manager.
NON-EXCLUSIVE CONTRACT
It is understood that the Investment Manager renders
investment advisory service for other clients. Nothing in
this agreement shall be deemed to impose upon the Investment
Manager any obligation to purchase or sell or to recommend for
purchase or sale, by or for the Client, any security or other
property which the principals, employees, or affiliates of the
Investment Manager may purchase or sell for their own accounts
or which the Investment Manager may purchase or sell for other
clients.
INTERESTED PERSONS
It is understood and agreed that directors, officers,
employees, agents, and shareholders of the Fund may be
interested in the Investment Advisor as directors, officers,
employees, agents and shareholders, and that directors,
officers, employees, agents and shareholders or otherwise, and
that the Investment Advisor, itself, may be interested in the
Fund as a shareholder or otherwise. Specifically, it is
understood and agreed that directors, officers, employees,
agents and shareholders of the Investment Advisor may continue
as directors, officers, employees, agents, and shareholders of
the Fund; that the Investment Advisor, 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, any render underwriting
services to the Fund, or to any other investment company,
corporation, association, firm or individual. The Fund shall
bear expenses 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 issuance and redemption of shares); reports and
notices to shareholders; expenses; and brokerage commissions,
custodian fees, legal and accounting fees, taxes and Federal
registration fees. Officers, employees and agents of the
Investment Advisor who are, or may in the future be, directors
and/or senior officers of the Fund shall receive no
remuneration 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 Investment Advisor may share common facilities and
personnel common to each other, with appropriate proration of
expenses.
ASSIGNMENT
This agreement may not be assigned by either party
without written consent of the other.
LIABILITY/STANDARD OF CARE
The Client agrees that the Investment Manager shall not
be liable for any errors of judgment with respect to its
investment decisions, provided it acts in good faith and has
not acted with willful or reckless misconduct nor violated any
applicable law.
ENTIRE AGREEMENT
The Agreement and undertakings set forth herein
constitute the entire agreement between the parties hereto
with respect to the investment and management of the Client's
account. No provision of this agreement may be waived,
altered, or amended except by written agreement between the
parties, executed by the Client and accepted by the Investment
Manager.
DURATION
This agreement shall continue in effect until September
15, 1996, and, thereafter, only so long as such continuance is
approved at least annually by a votes of the majority of the
Fund's Board of Directors, cast in person at a meeting called
for the purpose of voting on such approval, 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 the 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.
CONSTRUCTION
Headings used in this Agreement are for convenience only
and shall not affect the construction or interpretation of any
of its provisions. Each of the provisions of this Agreement
is severable, and the invalidity or inapplicability of one or
more provisions in whole or in part, shall not affect any
other provisions. This Agreement shall be constructed and
interpreted under the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflicts of
laws.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement the day and year first above written.
Manor Investment Funds, Inc.
Xxxxxx Investment Management Services, Inc.
By: ____________________________________
By:___________________________________
President
President
Attest: _________________________________ Attest:
________________________________
