INVESTMENT ADVISORY AGREEMENT
-----------------------------
AGREEMENT made this 3rd day of July, 1989 by and between The Regis Fund, Inc.,
a Maryland corporation (the "Fund") and Xxxxx & Xxxxxx Inc., a Pennsylvania
corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's C&B Equity Portfolio for period and on such
terms set forth in this Agreement. The Fund employs the Adviser to manage the
investment and reinvestment of the assets of the Fund's C&B Equity Portfolio, to
continuously review, supervise and administer the investment program of the C&B
Equity 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 Adviser's discharge of the foregoing
responsibilities. 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
Fund'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 sales of securities for the Fund's
C&B Equity 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 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 C&B Equity Portfolio's average daily net assets
for the month:
C&B Equity Portfolio .625%
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 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 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.
-2-
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 similar services to others so
long as its services to the Fund 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 C&B Equity 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, 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 the Adviser are or may be interested in the Fund as Directors, officers,
-3-
shareholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund as a shareholder or otherwise; and that 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
provided herein, shall continue until the earlier of 7/3, 1991 or the date of
the first annual or special meeting of the shareholders of the Fund and, if
approved by a majority of the outstanding voting securities of the C&B Equity
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority a 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, (b) by
the Board of Directors of the Fund, or (c) by vote a majority of the outstanding
voting securities of the C&B Equity Portfolio; provided however, that if the
-------- -------
holders of the C&B Equity folio 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 C&B Equity Portfolio at any time, the payment of any penalty,
by vote of a majority of the Board of Directors of the Fund or by vote of a
majority of the standing voting securities of the C&B Equity Portfolio on 60
days, ten notice to the Adviser. This Agreement may be terminated by Adviser at
any time, without the payment of any penalty, upon 90 days written notice to the
Fund. This agreement will automatically immediately terminate in the event of
its assignment. Any notice this Agreement shall be given in writing, addressed
and or mailed postpaid, to the other party at the principal of such party.
-4-
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 4), Section 2(a)(19) 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 C&B Equity 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 3rd day of July, 1989.
XXXXX & XXXXXX INC. THE REGIS FUND, INC.
By /s/ R. Xxxxx X'Xxxx Vice President By /s/ Norton X. Xxxxxx
---------------------------------- --------------------------------
X. Xxxxx O'Xxxx Xxxxxx X. Xxxxxx
Vice President Chairman of the Board
-5-
