Exhibit (d) Investment Advisory Agreement between Aegis Value Fund, Inc. and
Aegis Financial Corporation
AEGIS VALUE FUND, INC.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, dated as of the 20th day of April, 2007, is made by and between
Aegis Value Fund, Inc., a Maryland corporation (the "Fund") and Aegis Financial
Corporation (formerly, Berno, Gambal & Xxxxxx, Inc.), a Delaware corporation
(the "Advisor"). In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs and authorizes the Advisor to act as the investment
advisor for and to manage at its sole discretion the investment and reinvestment
of the assets of the Fund in accordance with the Fund's investment objective and
policies and limitations; to place orders for execution and make purchases,
sales and other changes in the investments of the Fund; and to administer its
affairs to the extent requested by and subject to the supervision of the Board
of Directors of the Fund for the period and upon the terms herein set forth. The
investment of funds shall be subject to all applicable restrictions of the
Articles of Incorporation and By-Laws of the Fund as may from time to time be in
force.
The Advisor accepts such employment and agrees during such period to render such
services, to furnish office facilities and equipment, to provide clerical,
bookkeeping and administrative services for the Fund, to permit any of its
officers or employees to serve without compensation as directors or officers of
the Fund if elected to such positions and to assume the obligations herein set
forth for the compensation herein provided. The Advisor shall for all purposes
herein provided be deemed to be an independent contractor, and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund. All
information and advice furnished by either party to the other shall be treated
as confidential, except for information required to be disclosed by applicable
securities laws and regulations.
The Fund represents that the terms of this Agreement and the Fund's investment
policies and limitations do not violate any obligation or restriction by which
the Fund is bound, whether arising by contract, operation of law or otherwise,
that all information that the Fund has provided to the Advisor is accurate, and
that the Fund agrees to indemnify and hold the Advisor and its agents harmless
from any liability, loss and expense arising out of any breach of any of the
foregoing representations provided the Advisor or its agents have not acted with
negligence or willful misconduct in respect thereof. The Advisor represents that
the terms of this Agreement do not violate any obligation or restriction by
which the Advisor is bound, whether arising by contract, operation of law or
otherwise, that all information that the Advisor has provided to the Fund is
accurate to the best of its knowledge.
2. For the services and facilities described in Section 1, the Fund will pay to
the Advisor at the end of each calendar month an investment management fee
computed at the annual rate of 1.20% of the average daily net assets of the
Fund.
The net asset value of the Fund shall be calculated at the close of the New York
Stock Exchange on each day the Exchange is open for trading or as of such other
time or times as the directors may determine in accordance with the provisions
of the Investment Company Act of 1940 (the "1940 Act"). On each day when net
asset value is not calculated, the net asset value of a share of common stock of
the Fund shall be deemed to be the net asset value of such a share as of the
close of business on the last day on which such calculation was made for the
purpose of the foregoing computations.
For the month and year in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year, respectively. The services
of the Advisor to the Fund under this Agreement are not to be deemed exclusive,
and the Advisor shall be free to render similar services or other services to
others so long as its services hereunder are not impaired thereby.
3. In addition to the fee of the Advisor, the Fund shall assume and pay any
expenses for services rendered by a custodian for the safekeeping of the Fund's
securities or other property, for keeping its books of account, for any other
charges of the custodian and for calculating the net asset value of the Fund as
provided in the Articles of Incorporation of the Fund. The Advisor shall not be
required to pay and the Fund shall assume and pay the charges and expenses of
its operations, including compensation of the directors (other than those
affiliated with the Advisor), charges and expenses of independent auditors, of
legal counsel, of shareholder services and information, of any transfer or
dividend disbursing agent or any registrar of the Fund, costs of acquiring and
disposing of portfolio securities, interest, if any, on obligations incurred by
the Fund, costs of share certificates and of reports, membership dues in the
Investment Company Institute or any similar organization, costs of reports and
notices to shareholders, other like miscellaneous expenses and all taxes and
fees payable to federal, state or other governmental agencies on account of the
registration of securities issued by the Fund, filing of corporate documents or
otherwise. The Fund shall not pay or incur any obligation for any management or
administrative expenses for which the Fund intends to seek reimbursement from
the Advisor as herein provided without first obtaining the written approval of
the Advisor. The Advisor shall arrange, if desired by the Fund, for officers or
employees of the Advisor to serve, without compensation from the Fund, as
directors, officers or agents of the Fund if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law.
4. Subject to applicable statutes and regulations, it is understood that
directors, officers or agents of the Fund are or may be interested in the
Advisor as officers, directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Advisor may be interested in
the Fund otherwise than as a director, officer or agent.
5. The Advisor shall not be liable for any error of judgment or of law, or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except loss resulting from willful malfeasance, bad faith or
negligence on the part of the Advisor in the performance of its obligations and
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement. It is understood that Advisor's investment advice, while
based on information believed to be correct, is not guaranteed. The Advisor will
not be responsible for the acts, omissions, or solvency of any broker, dealer or
agent selected by the Advisor in good faith to effect any transaction for the
Fund.
6. This Agreement shall become effective at such time as it shall have been
approved by the shareholders of the Fund, in accordance with the requirements
under the 1940 Act, and, unless sooner terminated as provided herein, shall
continue in effect through December 31, 2008, and thereafter for successive
periods of twelve months, provided such continuance is specifically approved in
such manner as is required in Section 15 of the Investment Company Act of 1940
and any regulations thereunder.
This Agreement shall automatically terminate in the event of its assignment, and
may be terminated at any time, without the payment of any penalty by the Fund
(by vote of the Board of Directors or by vote of a majority of the outstanding
voting securities of the Fund) or by the Advisor on sixty (60) days' written
notice to the other party.
This Agreement may be terminated at any time without the payment of any penalty
by the Board of Directors or by vote of a majority of the outstanding shares of
common stock of the Fund in the event that it shall have been established by a
court of competent jurisdiction that the Advisor or any officer or director of
the Advisor has taken any action which results in a breach of covenants of the
Advisor set forth herein.
Termination of this Agreement shall not affect the right of the Advisor to
receive payment on any unpaid balance of the compensation described in Section 2
earned prior to such termination.
7. In the event any provision or provisions of this Agreement shall be held to
be illegal or invalid for any reason (including, without limitation, not
conforming to applicable federal and state securities laws), the illegality or
invalidity shall not effect the remaining provisions of this Agreement, but
shall be fully severable and the Agreement shall be construed in force as if the
illegal or invalid provisions had never been included herein. Furthermore, in
lieu of such illegal or invalid provision, there shall be added automatically as
part of the Agreement a provision as similar in terms to such illegal or such
invalid provision as may be possible and be legal and valid.
8. This Agreement contains the entire Agreement of the parties hereto with
respect to the subject matter contained herein and supersedes all prior
agreements and understandings, oral or written, if any, between the parties
hereto. No modification or amendment of any of the terms, conditions, or
provisions herein may be made otherwise than by written agreement signed by the
parties hereto.
9. This Agreement may be executed in a number of identical counterparts, each of
which for all purposes is to be deemed an original, and all of which constitute,
collectively, one Agreement; but in making proof of this Agreement, it shall not
be necessary to produce or account for more than one counterpart.
10. Except to the extent preempted by federal securities laws, the laws of the
State of Delaware shall govern the validity, construction, enforcement and
interpretation of this Agreement.
11. Any notice under this Agreement shall be in writing addressed and delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
12. No waiver by any party hereto of any breach of any covenant, condition or
agreement hereof on the part of the parties hereto to be kept and performed
shall be considered to constitute a waiver of any such covenant, condition or
provision, or of any subsequent breach thereof.
IN WITNESS WHEREOF, the Fund and the Advisor have caused this Agreement to be
executed on the day and year first above written.
Date: April 20, 2007
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Aegis Value Fund, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President/Director
Aegis Financial Corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Managing Director
