EXHIBIT - 10.1
INVESTMENT ADVISORY CONTRACT
AGREEMENT, made by and between The Breezy Point Fund, Inc., a New York
Corporation, (hereinafter called "Fund") and Bicurt Asset Management, Inc., a
New York Corporation (hereinafter called "Investment Adviser")
WITNESSETH: WHEREAS, Fund engages in the business of investing and reinvesting
its assets and property in various stocks and securities and Investment Adviser
engages in the business of providing investment advisory services.
1. The Fund hereby employs the Investment Adviser, for the period set forth in
Paragraph 6 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 Adviser 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
Adviser 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.
2. As a compensation for the services to be rendered to the Fund by the
Investment Adviser under the provisions of this Agreement, the Fund shall pay to
the Investment Adviser monthly a fee equal to one-twelfth of one percent 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.
3. It is expressly understood and agreed that the services to be rendered by
the Investment Adviser to the Fund under the provisions of this Agreement are
not to be deemed to be exclusive, and the Investment Adviser shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
4. It is understood and agreed that directors, officers, employees, agents and
shareholders of the Fund may be interested in the Investment Adviser as
directors, officers, employees, agents and shareholders, and that directors,
officers, employees, agents and shareholders of the Investment Adviser may be
interested in the Fund, as directors, officers, employees, agents and
shareholders or otherwise, and that the Investment Adviser, 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 Adviser may continue as directors, officers,
employees, agents and shareholders of the Fund; that the Investment Adviser, 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, may render
underwriting services to the Fund, or to any other investment company,
corporation, association, form 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 & redemption of
shares); reports and notices to shareholders; expenses of annual stockholders'
meetings; miscellaneous office expenses; brokerage commissions; taxes, and
custodian, legal, accounting and registration fees. Employees, officers and
agents of the Investment Adviser 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 Adviser may share common facilities and personnel common to
each, with appropriate proration of expenses.
5. Investment Adviser shall give the Fund the benefit of its best judgment and
efforts in rendering these services, and Fund agrees as an inducement to the
undertaking of these services that Investment Adviser shall not be liable
hereunder for any mistake of judgment or any event whatsoever, provided that
nothing herein shall be deemed to protect, or purport to protect, Investment
Adviser against any liability to Fund or to its security holders to which
Investment Adviser would otherwise be subject by reason of bad faith or fraud in
the performance of duties hereunder. The Investment Adviser shall be indemnified
by the corporation against reasonable costs and expenses incurred by him in
connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been the Investment Adviser.
6. This agreement shall continue in effect until June 30, 1998, and,
thereafter, only so long as such continuance is approved at least annually by
votes of the Fund's Board of Directors, cast in person at a meeting called for
the purpose of voting on such approval, including the votes of a majority of the
Directors 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. The contract will automatically terminate in the event of its assignment
by the Investment Adviser (within the meaning of the Investment Company Act of
1940), which shall be deemed to include a transfer of control of the Investment
Adviser. Upon the termination of this agreement, the obligations of all the
parties hereunder shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this Agreement committed
prior to such termination and except for the obligation of the Fund to pay to
the Investment Adviser the fee provided in Paragraph 2 hereof, prorated to the
date of termination.
7. This Agreement shall not be assigned by the Fund without prior written
consent thereto of the Investment Adviser. This Agreement shall terminate
automatically in the event of its assignment by the Investment Adviser unless an
exemption from such automatic termination is granted by order or rule of the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to be
affixed and duly attested and their presence to be signed by their duly
authorized officers this 7th day of July, 1997.
The Breezy Point Fund, Inc.
By: _________________________________
Xxxxxxx Xxxxxx, President
Attest: _________________________________
Xxxxxx Xxxxxx, Treasurer
Bicurt Asset Management, Inc.
By: _________________________________
Xxxxxxx Xxxxxx, President
Attest: _________________________________
Xxxxxx Xxxxxx
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