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EXHIBIT 5
O.R.I. GROWTH FUND
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of March 1, 1997, is between O.R.I. FUNDS,
INC., a Maryland corporation (the "Corporation"), and OAK RIDGE INVESTMENTS,
INC., an Illinois corporation ("Oak Ridge").
WITNESSETH:
WHEREAS, the Corporation is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Corporation is authorized to create separate series, and classes of shares,
each with its own separate investment portfolio, and the beneficial interest in
each such series or class will be represented by a separate series or class of
shares. The first such series created by the Corporation has been designated
as the O.R.I. GROWTH FUND (the "Fund").
WHEREAS, Oak Ridge is a registered investment adviser, engaged in the
business of rendering investment advisory services.
WHEREAS, in managing the Corporation's assets, as well as in the conduct
of certain of its affairs, the Corporation seeks the benefit of the services of
Oak Ridge and its assistance in performing certain managerial functions. Oak
Ridge desires to furnish such services and to perform the functions assigned to
it under this Agreement for the consideration provided for herein.
NOW, THEREFORE, the parties have agreed as follows:
1. Appointment of Oak Ridge. The Corporation hereby appoints Oak Ridge
as investment adviser for the Fund, and Oak Ridge accepts the appointment.
Subject to the direction of the Board of Directors (the "Directors") of the
Corporation, Oak Ridge shall manage the investment and reinvestment of the
assets of the Fund in accordance with the Fund's investment objective and
policies and limitations, for the period and upon the terms herein set forth.
The investment of funds shall also be subject to all applicable restrictions of
the Articles of Incorporation and Bylaws of the Corporation as may from time to
time be in force.
2. Expenses Paid by Oak Ridge. In addition to the expenses which Oak
Ridge may incur in the performance of its responsibilities under this
Agreement, and the expenses which it may expressly undertake to incur and pay,
Oak Ridge shall incur and pay the following expenses relating to the Fund's
operations:
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(a) Reasonable compensation, fees and related expenses of the
Corporation's officers and Directors, except for such Directors who are
not interested persons (as that term is defined in Section 2(a)(19) of
the 0000 Xxx) of Oak Ridge; and
(b) Rental of offices of the Corporation.
3. Investment Advisory Functions. In its capacity as investment adviser
to the Fund, Oak Ridge shall have the following responsibilities:
(a) To furnish continuous advice and recommendations to the Fund,
as to the acquisition, holding or disposition of any or all of the
securities or other assets which the Fund may own or contemplate
acquiring from time to time;
(b) To cause its officers to attend meetings and furnish oral or
written reports, as the Corporation may reasonably require, in order to
keep the Board of Directors and appropriate officers of the Corporation
fully informed as to the condition of the investment portfolio of the
Fund, the investment recommendations of Oak Ridge, and the investment
considerations which have given rise to those recommendations; and
(c) To supervise the purchase and sale of securities or other
assets as directed by the appropriate officers of the Corporation.
The services of Oak Ridge are not to be deemed exclusive and Oak Ridge shall be
free to render similar services to others as long as its services for others
does not in any way hinder, preclude or prevent Oak Ridge from performing its
duties and obligations under this Agreement. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of Oak Ridge, Oak Ridge shall not be subject to
liability to the Corporation, the Fund or to any shareholder of the Fund for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security.
4. Obligations of the Corporation. The Corporation shall have the
following obligations under this Agreement:
(a) To keep Oak Ridge continuously and fully informed as to the
composition of the Fund's investments and the nature of all of its assets
and liabilities;
(b) To furnish Oak Ridge with a copy of any financial statement or
report prepared for it by certified or independent public accountants,
and with copies of any financial statements or reports made to the Fund's
shareholders or to any governmental body or securities exchange;
(c) To furnish Oak Ridge with any further materials or information
which Oak Ridge may reasonably request to enable it to perform its
functions under this Agreement; and
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(d) To compensate Oak Ridge for its services in accordance with the
provisions of paragraph 5 hereof.
5. Compensation. The Corporation will pay to Oak Ridge for its services
to the Fund a monthly fee, payable on the last day of each month during which
or during part of which this Agreement is in effect, of 1/12 of 1% (.0008333)
of the average daily closing net asset value of the Fund for each month. For
the month during which this Agreement becomes effective and any month during
which it terminates, however, there shall be an appropriate proration of the
fee payable for such month based on the number of calendar days of such month
during which this Agreement is effective. Oak Ridge may from time to time and
for such periods as it deems appropriate voluntarily reduce its compensation
hereunder (and/or voluntarily assume expenses) for the Fund.
6. Expenses Paid by Corporation.
(a) Except as provided in this paragraph, nothing in this Agreement
shall be construed to impose upon Oak Ridge the obligation to incur, pay,
or reimburse the Corporation for any expenses not specifically assumed by
Oak Ridge under paragraph 2 above. The Fund shall pay or cause to be
paid all of its expenses including, but not limited to, investment
adviser fees; any compensation, fees, or reimbursements which the
Corporation pays to its Directors who are not interested persons (as that
phrase is defined in Section 2(a)(19) of the 0000 Xxx) of Oak Ridge; fees
and expenses of the custodian, transfer agent, registrar or dividend
disbursing agent; current legal, accounting and printing expenses;
administrative, clerical, recordkeeping and bookkeeping expenses;
brokerage commissions and all other expenses in connection with the
execution of Fund transactions; interest; all federal, state and local
taxes (including stamp, excise, income and franchise taxes); expenses of
shareholders' meetings and of preparing, printing and distributing proxy
statements, notices and reports to shareholders; expenses of preparing
and filing reports and tax returns with federal and state regulatory
authorities; and all expenses incurred in complying with all federal and
state laws and the laws of any foreign country applicable to the issue,
offer, or sale of shares of the Fund, including but not limited to, all
costs involved in the registration or qualification of shares of the Fund
for sale in any jurisdiction and all costs involved in preparing,
printing and distributing prospectuses and statements of additional
information to existing shareholders of the Fund.
(b) If expenses borne by the Fund in any fiscal year exceed those
set forth in any statutory or regulatory formula applicable to the Fund,
Oak Ridge will reimburse the Fund for any excess in accordance with the
applicable statutory or regulatory formula. In addition, Oak Ridge may,
in its discretion, waive its fees and/or reimburse the Fund's operating
expenses from time to time and for such periods as it deems appropriate.
Any reimbursement of expenses will be made on a monthly basis and will be
paid to the Fund by reduction of Oak Ridge's fee hereunder, subject to
later adjustment, month by month for the remainder of the Fund's fiscal
year.
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7. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Corporation upon the purchase or sale of the securities
for the Fund shall be considered a cost of the securities of the Fund and shall
be paid by the Corporation. Oak Ridge is authorized and directed to place Fund
transactions only with brokers and dealers who render satisfactory service in
the execution of orders at the most favorable prices and at reasonable
commission rates; provided, however, that Oak Ridge may pay a broker or dealer
an amount of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if Oak Ridge determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer viewed in terms of either
that particular transaction or the overall responsibilities of Oak Ridge. In
placing Fund business with such brokers or dealers, Oak Ridge shall seek the
best execution of each transaction, and all such brokerage placement shall be
made in compliance with Section 28(e) of the Securities Exchange Act of 1934,
as amended, and other applicable state and federal laws. Notwithstanding the
foregoing, the Corporation shall retain the right to direct the placement of
all Fund transactions, and the Directors may establish policies or guidelines
to be followed by Oak Ridge in placing Fund transactions pursuant to the
foregoing provisions.
8. Purchases by Affiliates. Except for an initial investment in shares
of the Corporation, neither Oak Ridge nor any officer or director thereof shall
take a long or short position in the shares of the Corporation. This
prohibition, however, shall not prevent the purchase from the Fund of shares of
the Fund by the officers or directors of Oak Ridge at the current price
available to the public.
9. Termination. This Agreement may be terminated at any time, without
penalty, by the Directors or by the shareholders of the Fund acting by vote of
at least a majority of its outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the 1940 Act), provided in either case that 60
days' written notice of termination be given to Oak Ridge at its principal
place of business. This Agreement may also be terminated by Oak Ridge at any
time by giving 60 days' written notice of termination to the Corporation,
addressed to its principal place of business.
10. Assignment. This Agreement shall terminate automatically in the
event of any assignment (as the term is defined in Section 2(a)(4) of the 0000
Xxx) of this Agreement.
11. Term. This Agreement shall begin on March 1, 1997 and shall continue
in effect until March 1, 1999 and thereafter for successive periods of one
year, subject to the provisions for termination and all of the other terms and
conditions hereof if such continuation shall be specifically approved at least
annually thereafter by either (i) the vote of a majority of the Directors who
are not parties to this Agreement or "interested persons" of any such party (as
that term is defined in Section 2(a)(19) of the 1940 Act), cast in person at a
meeting called for that purpose, or (ii) the vote of a majority of the
outstanding voting securities (as that phrase is defined in Section 2(a)(42) of
the 0000 Xxx) of the Fund.
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12. Amendments. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be approved by
the Directors or by the vote of a majority of the outstanding voting securities
(as that phrase is defined in Section 2(a)(42) of the 0000 Xxx) of the Fund.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Illinois; provided, however,
that nothing herein shall be construed in a manner that is inconsistent with
the 1940 Act, the Investment Advisers Act of 1940, as amended, or the rules and
regulations promulgated with respect to such respective Acts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on one
or more counterparts as of this 1st day of March, 1997.
O.R.I. FUNDS, INC. OAK RIDGE INVESTMENTS, INC.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Chairman President
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