EXHIBIT (d)(3)
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, is made and entered into this 3rd day of August, 2004,
by and between American Eagle Large-Cap Growth Fund (the "Fund"), a separately
managed series of American Eagle Funds, Inc., a Minnesota corporation (the
"Company"), and ▇▇▇▇▇ Associates, Inc., a Minnesota corporation (the "Adviser").
1. INVESTMENT ADVISORY SERVICES
The Company, for and on behalf of the Fund, hereby engages the Adviser,
and the Adviser hereby agrees to act as investment adviser for, and to manage
the affairs, business and the investment of the assets of the Fund.
The investment of the assets of the Fund shall at all times be subject
to the applicable provisions of the Company's Articles of Incorporation, By-Laws
and Registration Statement on Form N-1A and any representations contained in the
Prospectus and Statement of Additional Information of the Fund and shall conform
to the policies and purposes of the Fund as set forth in such Registration
Statement and Prospectus and Statement of Additional Information and (i) as
interpreted from time to time by the Board of Directors of the Company and (ii)
as may be amended from time to time by the Board of Directors of the Company
and/or the shareholders of the Fund as permitted by the Investment Company Act
of 1940 and the rules and regulations promulgated thereunder, as now enacted,
promulgated or hereafter amended (collectively, the "Investment Company Act").
Within the framework of the investment policies of the Fund, the Adviser shall
have the sole and exclusive responsibility for the management of the Fund's
assets and making and execution of all investment decisions for the Fund. The
Adviser shall report to the Board of Directors of the Company regularly at such
times and in such detail as the Board may from time to time determine to be
appropriate, in order to permit the Board to determine the adherence of the
Adviser to the investment policies of the Fund.
The Adviser shall, at its own expense, furnish the Fund with suitable
office space, and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. The Adviser shall arrange, if requested
by the Fund, for officers, employees or other Affiliated Persons (as defined in
Section 2(a)(3) of the Investment Company Act) of the Adviser to serve without
compensation from the Fund as directors, officers, or employees of the Company
if duly elected to such positions by the shareholders or directors of the
Company.
The Adviser hereby acknowledges that all records necessary in the
operation of the Fund, including records pertaining to its shareholders and
investments, are the property of the Fund, and in the event that a transfer of
management or investment advisory services to someone other than the Adviser
should ever occur, the Adviser will promptly, and at its own cost, take all
steps necessary to segregate such records and deliver them to the Fund.
2. COMPENSATION FOR SERVICES
In payment for all services, facilities, equipment and personnel, and
for other costs of the Adviser hereunder, the Fund shall pay to the Adviser a
monthly investment advisory fee determined by applying the annual rate of 1.30%
to the Fund's average daily net assets.
For purposes of the calculation of such fee, the Fund's net assets
shall be computed at the times and in the manner specified in the Company's
Registration Statement on Form N-1A. Such fee shall be payable on the fifth day
of each calendar month for service performed hereunder during the preceding
month. The fee applicable during the first and last months that this Agreement
is in effect shall be prorated according to the proportion which such portion of
the month bears to the full month.
3. ALLOCATION OF EXPENSES
In addition to the fees described in Section 2 hereof, the Fund shall
pay all its expenses which are not assumed by the Adviser in its capacity as the
Fund's investment adviser. These Fund expenses include, by way of example, but
not by way of limitation, (a) brokerage and commission expenses; (b) interest
charges on borrowings; (c) fees and expenses of legal counsel and independent
auditors; (d) the Fund's organizational and offering expenses, whether or not
advanced by the Adviser; (e) federal, state, local and foreign taxes, including
issue and transfer taxes incurred by or levied on the Fund; (f) cost of
certificates representing common shares of the Fund and any other expenses
(including clerical expenses) of issuance, sale or repurchase of the common
shares of the Fund; (g) association membership dues; (h) fees and expenses of
registering and making notice filings with respect to the Fund's shares under
the appropriate federal and state securities laws; (i) expenses of printing and
distributing reports, notices and proxy materials to shareholders; (j) costs of
annual and special shareholders' meetings; (k) expenses of filing reports and
other documents with governmental agencies; (l) charges and expenses of the
Fund's administrator, custodian, registrar, transfer agent and dividend
disbursing agent; (m) expenses of disbursing dividends and distributions; (n)
compensation of the Fund's officers, directors and employees that are not
Affiliated Persons or Interested Persons (as defined in Section 2(a) of the
Investment Company Act) of the Adviser; (o) the cost of other personnel
providing services to the Fund; (p) travel expenses for attendance of Board of
Directors meetings by all members of the Board of Directors of the Fund; (q)
insurance expenses; (r) costs of stationery and supplies; and (s) any
extraordinary expenses of a nonrecurring nature.
4. FREEDOM TO DEAL WITH THIRD PARTIES
The Adviser shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
5. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective as of the day and date first
above written (the "Effective Date"). Wherever referred to in this Agreement,
the vote or approval of the holders of a majority of the outstanding shares of
the Fund shall mean the vote of 67% or more of such shares if the holders of
more than 50% of such shares are present in person or by proxy or the vote of
more than 50% of such shares, whichever is less.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect through November 4, 2001, and thereafter shall continue in
effect for successive periods of 12 months thereafter, provided that each
continuance is specifically approved annually by (a) the vote of a majority of
the Company's Board of Directors who are not parties to the Agreement or
interested persons (as defined in the Investment Company Act) of the Company or
the Adviser, cast in person at a meeting called for the purpose of voting on
approval and (b) either (i) the vote of a majority of the outstanding voting
securities of the Fund or (ii) the vote of a majority of the Company's Board of
Directors.
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This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Company or by the vote of
the holders of a majority of the outstanding shares of the Fund, upon sixty (60)
days written notice to the Adviser. The Adviser may terminate this Agreement
without penalty on ninety (90) days written notice to the Company. This
Agreement shall automatically terminate in the event of its assignment as
defined in the Investment Company Act. This Agreement shall automatically
terminate upon completion of the dissolution, liquidation and winding up of the
Fund.
6. LIMITATION OF LIABILITY
The Adviser will not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund or its shareholders in connection with
the performance of its duties under this Agreement, except a loss resulting from
willful misfeasance, bad faith or negligence on its part in the performance of
its duties or from reckless disregard by it of its duties under this Agreement.
Notwithstanding the above, the Adviser acknowledges that federal and state
securities laws impose liability under certain circumstances when a person acts
in good faith, and nothing herein shall be construed as a limitation or waiver
on any rights that the Fund may have under federal or state securities laws.
7. AMENDMENTS TO AGREEMENT
No material amendment to this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding shares of the
Fund.
8. NOTICES
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
9. NAME
The Fund may use "American Eagle" as part of its name for so long as
the Adviser serves as investment adviser to the Fund. The Adviser may at any
time permit others, including companies registered under the Investment Company
Act to use the name "American Eagle".
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IN WITNESS WHEREOF, the Company and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
AMERICAN EAGLE FUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Chairman of the Board
▇▇▇▇▇ ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Vice Chairman
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