CONTRACT FOR
INVESTMENT ADVISORY SERVICES
Agreement made January 24, 2002 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 Cornerstone 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 provision 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 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 business
of the Fund with respect to the Series, place at the disposal of the Series,
its judgement 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 related 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 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 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 Adviser and Adviser agrees to
accept, as full
compensation for all services rendered by Adviser hereunder, a fee at an
annual rate equal to 1.00% 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
Directors 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
Directors 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 fees 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
fees 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
day's notice in writing by the 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 have hereto 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
Cornerstone Fund series
By ___________________ By _____________________
Name: Xxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary and Treasurer Title: Chairman and CEO
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