Exhibit 0
XXX XXXXX FUNDS, INC.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of March 31, 1998,
is between OAK RIDGE FUNDS, INC., a Maryland
corporation (the "Corporation"), formerly known as
O.R.I. Funds, Inc. 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, and the beneficial interest in each such
series or class will be represented by a separate
series or class of shares. The first such series
created by the Corporation has been designated as the
OAK RIDGE GROWTH FUND (the "Fund"), formerly known as
the O.R.I. Growth Fund.
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 the
Fund, and Oak Ridge accepts the appointment. 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 the
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 the 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 Fund, Oak Ridge
shall have the following responsibilities:
(a) To furnish continuous advice and
recommendations to the Fund, as to the
acquisition, holding or disposition of any or all
of the securities or other assets which the Fund
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
Fund, 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 Fund or to any shareholder of the
Fund 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 Fund's
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 Fund's 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 Fund a monthly fee,
payable on the last day of each month during which or
during part of which this Agreement is in effect, of
1/12 of 1% (.0008333) of the average daily closing net
asset value of the Fund for each month. 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 the
Fund.
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. The 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 Fund 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 Fund, including but not limited to, all
costs involved in the registration or
qualification of shares of the Fund 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 Fund.
(b) If expenses borne by the 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 the 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 the 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 Fund transactions 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 Fund business 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 Fund
transactions, and the Directors may establish policies
or guidelines to be followed by Oak Ridge in placing
Fund transactions 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 the 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 the 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 on March
31, 1998 and shall continue in effect 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 the
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 the
Fund.
13. Governing Law. This Agreement shall be
governed by and construed in accordance with the
internal laws of the State of Delaware; 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.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on one or more counterparts as
of this 1st day of March, 1998.
OAK RIDGE FUNDS, INC. OAK RIDGE INVESTMENTS, LLC
on behalf of Oak Ridge
Growth Fund
By:/s/ Xxxxxx Xxxxxxxx By:/s/ Xxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Chairman President
