Exhibit d.1
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of March 1, 1999,
is between OAK RIDGE FUNDS, INC., a Maryland
corporation (the "Corporation"), and OAK RIDGE
INVESTMENTS, LLC, a Delaware limited liability company
("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
(the "Funds"), and the beneficial interest in each such
series or class will be represented by a separate
series or class of shares.
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
each of the Funds of the Corporation on whose behalf
the Corporation executes an Exhibit to this Agreement,
and Oak Ridge, by execution of each such Exhibit,
accepts the appointments. 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 each 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 each Fund's
operations:
(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 Funds, Oak Ridge
shall have the following responsibilities:
(a) To furnish continuous advice and
recommendations to the Funds, as to the
acquisition, holding or disposition of any or all
of the securities or other assets which the Funds
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
Funds, 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 Funds or to any shareholder of the
Funds 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 Funds'
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 Funds' 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
(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 Funds a monthly fee as
set forth on the Exhibits hereto, payable on the last
day of each month during which or during part of which
this Agreement is in effect. 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 one
or more of the Funds.
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. Each 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 each Fund's 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 Funds,
including but not limited to, all costs involved
in the registration or qualification of shares of
the Funds 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 Funds.
(b) If expenses borne by a 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 a 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.
7. Brokerage Commissions. For purposes of this
Agreement, brokerage commissions paid by the
Corporation upon the purchase or sale of the securities
for a 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 transactions
for the Funds 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 business for the Funds 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 transactions for the Funds,
and the Directors may establish policies or guidelines
to be followed by Oak Ridge in placing transactions for
the Funds 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 a 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 a 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 for each
Fund on March 1, 1999 and shall continue in effect with
respect to each Fund 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 each
Fund.
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 each
Fund.
13. Governing Law. This Agreement shall be
governed by and construed in accordance with the
internal laws of the State of Maryland; 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.
This Agreement will become binding on the parties
hereto upon their execution of the Exhibits to this
Agreement.
EXHIBIT A
to the
Investment Advisory Agreement
OAK RIDGE SMALL CAP EQUITY FUND
For all services rendered by Oak Ridge hereunder,
the above-named Fund of the Corporation shall pay Oak
Ridge and Oak Ridge agrees to accept as full
compensation for all services rendered hereunder, an
annual investment advisory fee equal to 0.75% of the
average daily net assets of the Fund.
The portion of the fee based upon the average
daily net assets of the Fund shall be accrued daily at
the rate of 1/365th of 1% applied to the daily net
assets of the Fund.
The advisory fee so accrued shall be paid to Oak
Ridge monthly.
Executed as of this 1st day of March, 1999.
OAK RIDGE FUNDS, INC.
By:/s/ Xxxxxx Xxxxxxxx
-------------------------
Xxxxxx Xxxxxxxx,
Chairman of the Board
OAK RIDGE INVESTMENTS, LLC
By:/s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx,
Chairman of the Board
EXHIBIT B
to the
Investment Advisory Agreement
OAK RIDGE LARGE CAP EQUITY FUND
For all services rendered by Oak Ridge hereunder,
the above-named Fund of the Corporation shall pay Oak
Ridge and Oak Ridge agrees to accept as full
compensation for all services rendered hereunder, an
annual investment advisory fee equal to 0.60% of the
average daily net assets of the Fund.
The portion of the fee based upon the average
daily net assets of the Fund shall be accrued daily at
the rate of 1/365th of 1% applied to the daily net
assets of the Fund.
The advisory fee so accrued shall be paid to Oak
Ridge monthly.
Executed as of this 1st day of March, 1999.
OAK RIDGE FUNDS, INC.
By:/s/ Xxxxxx Xxxxxxxx
----------------------
Xxxxxx Xxxxxxxx,
Chairman of the Board
OAK RIDGE INVESTMENTS, LLC
By:/s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx,
Chairman of the Board
