INVESTMENT ADVISORY AGREEMENT
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THE REGIS FUND, INC.
DSI Balanced Portfolio
Xxxxx Square Investors Corporation
AGREEMENT made this 22nd day, of February, 1995 by and between The Regis
Fund. Inc., a Maryland corporation, (the "Fund") and Xxxxx Square Investors
Corporation, a Delaware corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's DSI Balanced Portfolio (the "Portfolio") the
period and on such terms as set forth in this Agreement. The Fund employs the
Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain and to render regular reports to the
Fund's officers and Board of Directors concerning the Advisees discharge of the
foregoing abilities. The Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Directors of the Fund,
and in compliance with the objectives, policies and limitations set forth in the
Portfolio's prospectus and applicable laws and regulations. The Adviser accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings and equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sale of securities of
the. Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to the policies established by the Board of Directors of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 0.45% for the first 12 months of operation; 0.55% for the next 12
months of operation; 0.65% thereafter.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make
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available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and services shall be
provided for or rendered by the Adviser and billed to the Fund at the Adviser's
cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act"), the Adviser shall not be subject to any liability whatsoever to the Fund,
or to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers,
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agents and shareholders of the Fund are or may be interested in the Adviser (or
any successor thereof) as Directors, officers, agents, shareholders or
otherwise; Directors, officers, agents and shareholders of issuer are or may be
interested in the Fund as Directors, officers, Agents, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested in the
Fund as a shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said Articles of Incorporation and the
provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement unless sooner terminated as
pro-vided herein, shall continue until the earlier of February 22, 1997 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and. if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at annually (a) by the vote of a majority
of those members of the Board of Directors 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, and (b) by the Board
of Directors of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
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Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Directors of the Fund or by vote of a majority, of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any, time, without
the payment of any penalty upon 90 days' written notice to the Fund. This
Agreement will
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automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(I 9) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors 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 amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 22/nd/ day of February, 1995.
XXXXX SQUARE INVESTORS THE REGIS FUND, INC.
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx, Xx. By: /s/ Norton X. Xxxxxx
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Xxxxx X. Xxxxxxx, Xx. Norton X. Xxxxxx
President President and Chairman of the Board
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