AMENDED INVESTMENT ADVISORY CONTRACT
AMENDED
INVESTMENT ADVISORY CONTRACT
THIS
AMENDED INVESTMENT ADVISORY CONTRACT (the “Contract”) is made by and between
▇▇▇▇▇▇▇▇▇▇ Fund ("the Fund"), one of a series of funds of the Wexford Trust,
a
Massachusetts Business Trust, and ▇▇▇▇▇▇▇▇▇▇ & Co., Inc. ("MCI") a
Pennsylvania Corporation.
WITNESSETH:
WHEREAS,
the Fund engages in the business of investing and reinvesting its assets and
property in various stocks and securities; and
WHEREAS,
MCI engages in the business of providing investment advisory services and is
registered as engaging in such business;
NOW
THEREFORE, in consideration of the mutual covenants herein contained, each
of
the parties hereto intending to be legally bound, it is agreed as
follows:
First.
The
Fund hereby employs MCI as investment adviser to the Fund for the period and
on
the terms as set forth in this Contract. MCI hereby accepts such employment
and
agrees, during such period, to render the services and assume the obligations
for the compensation set forth herein. MCI, its directors, officers, employees
and agents shall, for all purposes herein, be deemed to be providing services
as
an independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for, represent, or in any way be deemed
an
agent of the Fund.
Second.
The
Fund employs MCI to manage the investment and reinvestment of the assets of
the
Fund, to continuously review, supervise and administer the investment program
of
the Fund, to determine in its discretion the securities to be purchased or
sold
and the portion of such assets to be held uninvested, to provide the Fund with
all records concerning the activities of MCI that the Fund is required to
maintain, and to render regular reports to the Fund's officers and Board of
Trustees concerning the discharge of the foregoing responsibilities. MCI will
discharge the foregoing responsibilities subject to the control of the Fund's
officers and the Board of Trustees, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus, any additional
operating policies or procedures that the Fund communicates to MCI in writing,
and applicable laws and regulations.
Third.
MCI is
authorized to select the brokers or dealers that will execute purchases and
sales of securities for the Fund, and is directed to use its best efforts to
obtain the best execution of such transactions. MCI will promptly communicate
to
the Fund's officers and Board of Trustees such information relating to portfolio
transactions as they may reasonably request.
Fourth.
As
compensation for services to be rendered to the Fund by MCI under the provisions
of this Contract, the Fund shall pay to MCI a fee equal in amount to
one/three-hundred-sixty-fifth of one percent daily (equivalent to 1% per annum),
calculated at the market closing each day and based upon the total market value
of all assets, securities and cash held as of that time each day. Effective
January 1, 2005, the Fund shall pay to MCI a fee equal in amount to: (a)
one/three-hundred-sixty-fifth of one percent daily (equivalent to 1% per annum)
calculated at the market closing each day and based upon the total market value
of all assets, securities and cash held as of that time each day up to
$1,000,000,000; and (b) a fee equal in amount to one/three-hundred-sixty-fifth
of 9/10 of one percent (equivalent to 0.9% per annum) on all amounts in excess
of $1,000,000,000, calculated on the same basis, such fee to be accumulated
and
such accumulated amount to be due and payable to MCI at least monthly as payment
in full for its services for the just completed prior monthly
period.
Fifth.
It is
expressly understood and agreed that the services to be rendered by the
investment adviser to the Fund under the provisions of this Contract are not
to
be deemed to be exclusive, and that MCI shall be free to render similar or
different investment services to others so long as its ability to render the
services provided for in this Contract shall not be impaired thereby, as
determined in the reasonable judgment of the Board of Trustees.
Sixth.
The
Fund and MCI agree to furnish to each other current prospectuses, proxy
statements, MCI’s current Form ADV and such other information with regard to
their affairs as each may reasonably request.
Seventh.
MCI
agrees to comply with all policies, procedures or reporting requirements that
the Board of Trustees of the Fund reasonably adopts and communicates to MCI
in
writing, including any such policies, procedures or reporting requirements
relating to soft dollar or directed brokerage arrangements.
Eighth.
It is
understood and agreed that trustees, officers, employees, agents, and
shareholders of the Fund may be interested in MCI as trustees, directors,
officers, employees, agents and/or as shareholders, and that directors,
officers, employees, agents and shareholders of MCI may be interested in the
Fund in the same way, and that MCI itself as an entity may be interested in
the
Fund as a shareholder. Specifically, it is understood and agreed that directors,
officers, employees, agents and shareholders of MCI may continue as trustees,
officers, employees, agents and shareholders of the Fund, that MCI, its
directors, officers, employees, agents and shareholders may engage in other
businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm or individual, and
that MCI may render other services of any kind to any other investment company,
corporation, association, firm or individual, so long as their ability to render
the services provided for in this Contract shall not be impaired thereby, as
determined in the reasonable judgment of the Board of Trustees..
Ninth.
MCI
shall be permitted hereunder to charge the Fund fees for services as provided
in
the attached Exhibit A. All other costs and expenses incurred by MCI in
rendering the services shall be the sole responsibility of MCI. For example,
but
not by way of limitation, officers, directors, employees and agents of MCI
who
are, or may in the future be, trustees, officers, employees, agents or advisory
board members of the Fund shall receive no compensation from the Fund for acting
in such capacities. In the conduct of the respective businesses of the parties
hereto and in the performance of this Contract, the Fund and MCI may share
common facilities and personnel common to each other and its agreed hereunder
that costs, as and when applicable and subject to the limitations herein
provided, for shared facilities are to be shared fairly and
equitably.
2
Tenth.
MCI
shall give the Fund the benefit of its best judgment and best efforts in
rendering these services, and the Fund agrees as an inducement to undertake
these services that MCI shall not be held liable hereunder for any mistake
in
judgment or any event whatsoever, provided that nothing herein shall be
construed to protect MCI against any liability to the Fund or to its
shareholders for MCI's willful misfeasance, bad faith or gross negligence in
the
performance of its duties hereunder, or by reason of reckless disregard of
its
obligations hereunder.
Eleventh.
This
Contract will become effective on June 30, 2004 and will continue in effect
until June 30, 2005, and thereafter, only so long as such continuance is
approved at least annually by votes of the Fund's Board of Trustees who are
not
parties to such Contract or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. In addition,
the
question of continuance of the Contract may be presented to the shareholders
of
the Fund. In such event, such continuance will be affected only if approved
by
the affirmative vote of a majority of the outstanding voting securities of
the
Fund.
Twelfth.
This
Contract may be terminated at any time upon 60 days written notice, without
payment of any penalty, by the Fund's Board of Trustees or by a vote of a
majority of the outstanding voting shares of the Fund. This Contract will
automatically terminate in the event of its assignment (within the meaning
of
the Investment Company Act of 1940), which shall be deemed to include a transfer
of control of MCI. Upon the termination of this Contract, the obligations of
the
parties hereto shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this Contract committed
prior to such termination and except for the obligation of the Fund to pay
MCI
the fee provided herein, prorated to the date of termination.
Thirteenth.
If any
provision of this Contract is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Contract will not be affected
thereby.
Fourteenth.
This
Contract, its construction and interpretation, the performance of the parties,
and their rights, duties, and obligations will be governed and interpreted,
to
the extent not preempted by federal securities laws, under the laws of the
Commonwealth of Pennsylvania, without regard to its choice of law principles.
Fifteenth.
This
Contract revises and replaces all prior existing Investment Advisory
Contracts.
IN
WITNESS WHEREOF, the parties hereto have caused their signatures to be affixed
and duly attested by their authorized officers as of the 30th day of June
2004.
| ▇▇▇▇▇▇▇▇▇▇ FUND | |
| Attest:/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇ ▇▇▇▇▇ |
|
|
▇▇▇▇▇▇▇▇▇▇ & COMPANY, INC. |
3
| Attest:/s/ ▇▇▇▇▇ ▇▇▇▇ | By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
4
EXHIBIT
A
REIMBURSED
EXPENSES
Cost
of
maintaining the Fund's books, records and procedures.
Cost
of
day to day dealings with shareholders of the Fund.
Cost
of
payment of dividends to shareholders of the Fund.
Cost
of
stock transfers.
Cost
of
reports or notices mailed to shareholders of the Fund.
Expenses
of annual shareholders’ meetings.
Cost
of
custodian fees.
Itemized
legal fees related to the operation of the Fund.
Cost
of
Fund registration expenses.
Taxes
In
no
event shall the cost of all reimbursed expenses in any one calendar year be
in
excess of
1.50%
of
the average daily market value of the assets of the Fund.
5