EXHIBIT 9.1
SERVICE AGREEMENT
Agreement made this _____ day of _______________ 1990, between
Brandywine Blue Fund, Inc., a Maryland corporation (the "Fund"), and
Fiduciary Management, Inc., a Wisconsin corporation ("Fiduciary").
W I T N E S S E T H :
WHEREAS, the Fund is in the process of registering with the
Securities and Exchange Commission as an open-end management investment
company under the Investment Company Act of 1940 (the "Act"); and
WHEREAS, the Fund desires to retain Fiduciary to provide certain
management-related services as further provided herein and Fiduciary
desires to perform such services for the Fund.
NOW, THEREFORE, the Fund and Fiduciary do mutually promise and
agree as follows:
1. Employment. The Fund hereby employs Fiduciary to perform
the management-related services set forth in Section 2 hereof for the
period and on the terms set forth in this Agreement. Fiduciary hereby
accepts such employment for the compensation herein provided and agrees
during such period to render the services and to assume the obligations
herein set forth.
2. Management-Related Services. Fiduciary shall perform the
following management-related services for the Fund:
(a) Prepare and maintain the books, accounts and
other documents specified in Rules 31a-1(b)(1), 31a-1(b)(2) (i)-
(iii), 31a-1(b)(3) and 31a-1(b)(8) under the Act in accordance
with the requirements of Rule 31a-1 and Rule 31a-2 under the
Act;
(b) Determine the Fund's net asset value in
accordance with the provisions of the Fund's Articles of
Incorporation and its Registration Statement;
(c) Respond to stockholder inquiries forwarded to it
by the Fund;
(d) Prepare the financial statements contained in
reports to stockholders of the Fund;
(e) Prepare tax returns;
(f) Prepare reports to and filings with the
Securities and Exchange Commission (other than the Fund's
Registration Statement on Form N-1A);
(g) Prepare reports to and filings with state Blue
Sky authorities; and
(h) Perform such other services as may be agreed to
by Fiduciary and the Fund.
Fiduciary shall not act, and shall not be required to act, as an
investment adviser to the Fund or have any authority to supervise the
investment or reinvestment of the cash, securities or other property
comprising the Fund's assets or to determine what securities or other
property may be purchased or sold by the Fund. Fiduciary shall for all
purposes herein be deemed to be an independent contractor and shall,
unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed to be an
agent of the Fund. Fiduciary agrees that all books, accounts and other
documents prepared and maintained by it pursuant to this Section 2 are the
property of the Fund and will be surrendered to the Fund promptly on
request.
3. Expenses. Fiduciary shall, at its own expense and without
reimbursement from the Fund, furnish all office space, office facilities,
equipment and personnel necessary to perform the services required to be
performed by it under this Agreement. The Fund shall pay the fees of
counsel or independent public accountants reviewing or assisting in the
preparation of the reports and financial statements referred to in Section
2 hereof.
4. Compensation of Fiduciary. For the services to be rendered
by Fiduciary hereunder, the Fund shall pay to Fiduciary a fee, paid
monthly, based on the average net asset value of the Fund, as determined
by valuations made as of the close of each business day of the month. The
fee shall be 1/12 of 0.1% (0.1% per annum) on the first Thirty Million
Dollars ($30,000,000) of the Fund's average net assets, 1/12 of 0.05%
(0.05% per annum) on the next Thirty Million Dollars ($30,000,000) of its
average net assets, and 1/12 of 0.01% (0.01% per annum) on its average net
assets over Sixty Million Dollars ($60,000,000).
5. Exclusivity. The services of Fiduciary to the Fund
hereunder are not to be deemed exclusive and Fiduciary shall be free to
furnish similar services to others as long as the services hereunder are
not impaired thereby.
6. Liability. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Fiduciary, Fiduciary shall not be subject to
liability to the Fund, the Fund's investment adviser or to any stockholder
of the Fund for any act or omission in the course of, or connected with,
rendering services hereunder.
7. Amendments and Termination. This Agreement may be amended
by the mutual consent of the parties. This Agreement may be terminated at
any time, without the payment of any penalty, by the board of directors of
the Fund or by Fiduciary, upon the giving of ninety (90) days' written
notice. Upon any such termination Fiduciary shall deliver to the Fund all
books, accounts and other documents then maintained by it pursuant to
Section 2 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day first above written.
FIDUCIARY MANAGEMENT, INC.
By: ______________________________ By: _____________________________
Secretary President
BRANDYWINE BLUE FUND, INC.
By: ______________________________ By: _____________________________
Secretary President
AMENDMENT TO SERVICE AGREEMENT
AMENDMENT TO SERVICE AGREEMENT made as of this 1st day of
October, 1997, between BRANDYWINE BLUE FUND, INC., a Maryland corporation
(the "Fund") and FIDUCIARY MANAGEMENT, INC., a Wisconsin corporation
("Fiduciary").
W I T N E S S E T H :
WHEREAS, the parties hereto did, on the 31st day of December,
1990, enter into a Service Agreement (hereinafter referred to as the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as
permitted by Section 7 thereof.
NOW, THEREFORE, the Fund and Fiduciary hereby agree as follows:
1. Section 4 of the Agreement is hereby amended to read as
follows:
4. Compensation of Fiduciary. For the services rendered by
Fiduciary the Fund shall pay to Fiduciary an annual service fee of
$102,000, beginning October 1, 1997, payable in equal monthly
installments. For any month in which this Agreement is not in effect
for the entire month, such fee shall be reduced proportionately on the
basis of the calendar days during which it is in effect.
2. Except to the extent changed and modified herein, all of
the terms and conditions of the Agreement shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to Service Agreement to be executed on the day first above
written.
FIDUCIARY MANAGEMENT, INC. BRANDYWINE BLUE FUND, INC.
By: ____________________________ By: _________________________________
Xxx X. Xxxxxxx, Chairman Xxxxxx X. Xxxxxx, President
and CEO
By: ___________________________ By: _________________________________
Xxxxxx X. Xxxxxx, President Xxxxx X. Xxxxxxxx, Secretary
