Exhibit - 10I
INVESTMENT ADVISORY CONTRACT
This AGREEMENT, made on March 11, 2004, by and between the Polaris Fund,
Inc. a California corporation, (hereinafter called "Fund") and Xxxxxxxx
Capital Management, LLC, a California Limited Liability Company (hereinafter
called "Adviser")
WITNESSETH: WHEREAS, the Fund engages in the business of investing and
reinvesting its assets in various stocks and securities and the Adviser
engages in the business of providing investment advisory services.
1. The Fund hereby employs the Adviser, for the period set forth in
Paragraph 8 hereof, and on 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 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 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 compensation for the investment advisory services to be rendered to
the Fund by the Adviser under the provisions of this Agreement, the Fund
shall pay the Adviser a monthly fee equal to one-twelfth of one percent
per month, (the averaged 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 understood and agreed that directors, officers, employees, agents
and shareholders may hold similar positions in both the Fund and the
Adviser. And, the Adviser and/or its directors, officers, employees, agents
and shareholders may engage in other businesses and may render investment
advisory and underwriting services to other investment companies,
corporations, associations, firms or individuals so long as its ability to
render the services provided for in this Agreement shall not be impaired
thereby.
4. The Fund shall bear expenses and salaries necessary and incidental to the
conduct of its business, including the costs incurred in the maintenance of
its own books, records, and procedures; dealing with its own shareholders;
payment of dividends; transfers of stock (including issuance & redemption
of shares);reports and notices to shareholders; expenses of annual
stockholder meetings; miscellaneous office expenses; brokerage commissions;
taxes; and custodian, legal, accounting and registration fees. The Adviser
will not be liable for these expenses. The Adviser will provide clerical
services on a pro xxxx basis upon request.
5. Employees, officers and agents of the Adviser who are, or may in the
future be, directors and/or senior officers of the Fund shall receive no
remuneration from the Fund. In the conduct of the respective businesses of
the parties hereto and in the performance of this agreement, the Fund and
Adviser may share common facilities and personnel common to each, with
appropriate proration of expenses.
6. The Fund's Board of Directors may, under this Agreement, require that
the Adviser act as the Fund's shareholder transfer agent and that Adviser
personnel provide clerical services upon request. These functions will all
be supplied on a pro xxxx basis.
- 1 -
7. The Adviser shall give the Fund the benefit of its best judgment and
efforts in rendering all services. The Fund agrees as an inducement to the
undertaking of these services that the Adviser shall not be liable hereunder
for any mistake of judgment or any event whatsoever, provided that nothing
herein shall be deemed to purport to protect the Adviser against any
liability to the Fund or to its security holders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder.
8. This Agreement shall continue in effect until XXXX XX, 0000, and, there-
after, 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 automatically
terminates in the event of its assignment by the Adviser (within the
meaning of the Investment Company Act of 1940), which shall be deemed to
include a transfer of control of the Adviser. Obligations of all parties
hereunder shall cease and terminate as of the date of the termination of
this Agreement, 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 Adviser the fee provided in Paragraph 2 hereof,
prorated to the date of termination.
9. This Agreement shall not be assigned by the Fund without prior written
consent thereto of the Adviser. This Agreement will terminate automatically
in the event of its assignment by the 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 11th day of March, 2004.
Polaris Fund, Inc.
By _____________________________
Xxxxxx X. Xxxxxxxx, President
Attest: ___________________________
Xxxx X. Xxxxxxxx, Treasurer
Xxxxxxxx Capital Management, LLC
By _____________________________
Xxxxxx X. Xxxxxxxx, President
Attest: _____________________________
Xxxx X. Xxxxxxxx, Agent
- 2 -
