Exhibit 23(d)
INVESTMENT ADVISORY CONTRACT
THIS CONTRACT AND AGREEMENT, made this 20/th/ day of December, 1988, by and
between Old Dominion Investors' Trust, Incorporated; a Virginia corporation, and
Investors Security Company, Incorporated, a Virginia corporation:
WITNESSETH: That for and in consideration of their mutual covenants and
agreements, the parties hereto agree as follows
FIRST: That during the existence of this contract, Investors Security
Company, Inc.,shall act as principal underwriter for Old Dominion Investors'
Trust, Inc., and shall do and perform any and all services normally and usually
performed by principal underwriter for a like trust, whether or not specifically
enumerated herein.
SECOND: Investors Security Co., Inc., shall promote, through personal
contact, the sale of stock certificates of the Old Dominion Investors Trust,
Inc., within the limits set forth in the Charter and Bylaws of the Old Dominion
Investors Trust, Inc.
THIRD: Investors Security Co., Inc., covenants and agrees to pay any and
all costs and expenses of every nature whatsoever incurred by the underwriter in
connection with the promotion and sale of stock of the Old Dominion Investors
Trust, Inc.
FOURTH: Investors Security Co., Inc. covenants and agrees to abide by any
and all Federal and State regulations of every nature whatsoever applicable to
it in connection with the carrying out of the terms of this contract, and the
failure of Investors Security Co., Inc., so to do shall give Old Dominion
Investors Trust, Inc. the right, at its option, to have this contract declared
null and void.
FIFTH: The Old Dominion Investors Trust, Inc. agrees that Investors
Security Co., Inc. shall receive as compensation for its services under this
contract, selling commissions as follows:
Sales Charge as Percentage of
-----------------------------
Amount of Purchase Net Offering Dealer Commission as
at the Public Offering Price Investment Price Percentage of the Offering Price
---------------------------- ---------- ----- --------------------------------
Less than $100,000 4.17% 4.00% 3.75%
$100,000 to $250,000 3.62 3.50 3.25
$250,000 to $500,000 2.56 2.50 2.25
$500,000 and over* none 1.00
SIXTH: It is mutually agreed that this contract and agreement shall
continue in effect for .a period of at least two years (2) and thereafter
indefinitely from the date of its execution, only so long as such continuance is
specifically approved at least annually by vote of a majority of the outstanding
voting securities of Old Dominion Investors Trust, Inc. and agreement of
Investors Security Co., Inc., subject however, to the right of termination
outlined in paragraph SEVENTH.
SEVENTH: It is mutually agreed that this contract may be terminated at any
time, without the payment of any penalty, by the Board of Directors of Old
Dominion Investors Trust, Inc., or by a vote of a majority of the outstanding
voting securities of Old Dominion Investors Trust, Inc., on not more than sixty
(60) days written notice to Investors Security Co., Inc.
EIGHTH: It is further mutually agreed that in the event of the assignment
or attempted assignment of this contract by Investors Security Co., Inc., that
the said contract shall automatically terminate and become absolutely null and
void.
NINTH: It is further mutually agreed that in the event of the cancellation
of a certain contract of even date herewith, by and between the parties hereto,
for the services of Investors Security Co., Inc. investment advisor to Old
Dominion Investors Trust, Inc., that this contract shall immediately become null
and void.
IN WITNESS WHEREOF, The Old Dominion Investors Trust, Inc. has caused its
corporate name to be signed hereto by ▇▇▇▇▇ ▇. Hope, its President, and its
corporate seal to be affixed hereto and attested by J. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇., its
Secretary, both duly authorized; and Investors Security Co., Inc., has caused
its corporate name to be signed hereto by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, its President, and
its corporate seal to be affixed hereto and attested by Gay ▇. ▇▇▇▇▇▇▇▇, its
Secretary, both duly authorized.
OLD DOMINION INVESTORS TRUST, INC.
By: /s/ ▇▇▇▇▇ ▇. Hope
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▇▇▇▇▇ ▇. Hope, President
ATTEST:
_________________________
Its Secretary
INVESTORS SECURITY COMPANY, INC.
By: /s/ Cabelle ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
ATTEST:
_________________________
Its Secretary