RITTENHOUSE
Rittenhouse Financial Services, Inc.
November 30, 1992
Mr. John H. McCoy
NRM Investment Company
919 Conestoga Road
Suite 201
Rosemont, PA 19010
Re: NRM Investment Company
$17,000,000 Bond Portfolio
This letter is to confirm the basis upon which you have retained
Rittenhouse Financial Services, Inc. ("RFS, "we" or "our"), as an Investment
Adviser.
We shall from time to time make recommendations to you with respect to
purchases and sales on a nondiscretionary basis in accordance with the
investment policy and guidelines specified in Section IV of Schedule A
attached hereto. Unless otherwise notified by you, we shall advise you on the
basis that requisite liquidity will be achieved by investment in accordance
with the investment guidelines and investment restrictions specified in
Section IV of Schedule A, and unless you have advised us in writing that all
of your financial assets are included in the portfolio as set forth in
Section I of Schedule A attached hereto (the "Portfolio"), RFS does not
assume diversification responsibility for your assets.
Should there be any changes of your investment objectives or investment
restrictions, such changes must be brought to the attention of RFS in order
to allow RFS to revise your Schedule A accordingly. Unless you notify RFS in
writing of specific restrictions, the investments recommended for your
Portfolios shall be deemed not to be restricted under any current or future
laws or by virtue of the terms of any other contract or instrument purporting
to bind you or RFS.
Following the effective date of this agreement and in consideration of
our investment advisory services, you will pay RFS $10,000.00 annually. Such
fee will be pro-rated for any portion of a billing period during which this
agreement is in effect.
<PAGE>
Mr. John McCoy November 30, 1992
You acknowledge that the advisory fees to be charged to you may differ
from the fee charged to some other clients of RFS based upon account size,
the relationship among accounts, investment objectives, services rendered or
available and other factors.
At your request and otherwise whenever we deem it appropriate, we will
prepare and provide you with schedules of securities or statistical data
regarding the activity and positions in your Portfolios.
We have assumed no responsibility under this agreement other than to
render the services called for hereunder. We shall be liable, in carrying out
our duties hereunder, for actions and omissions constituting violations of
the Investment Advisers Act of 1940 and other securities laws to the extent
provided in such laws, but shall not otherwise be liable with respect to the
services rendered or not rendered hereunder for any mistake of judgment or
otherwise.
You understand that RFS will be acting in a similar capacity for other
institutional and individual customers (including customers with
discretionary accounts and customers with whom it may be affiliated) and that
recommendations regarding investments and reinvestments for your Portfolios
may differ from those made or recommended with respect to other portfolios
and customers even though the investment objectives may be the same or
similar.
You represent and warrant that you are authorized to enter into this
agreement, that the engagement of RFS as described herein is authorized by
law and by corporate action (or, if you are not a corporation, by other
appropriate and legally effective action) and that there are no restrictions
or limitations on the investment of your assets, their management or any
other activity contemplated by this agreement other than as may be set forth
in Section IV of Schedule A to this agreement. You further represent and
warrant that our advice and recommendations will be treated with the
strictest confidence and used only with respect to the Portfolios. You shall
indemnify RFS and hold it harmless against any and all losses, costs, claims
and liabilities which it may suffer or incur arising out of a breach of such
representations and warranties.
We shall have no obligation to seek to obtain any material non-public
information about any issuer of securities, or to recommend for purchase or
sale, for your Portfolios the securities of any issuer on the basis of any
such information as may come into our possession.
You hereby acknowledge that you have received a copy of Part II of RFS's
Form ADV Registration Statement. Not withstanding any terms to the contrary
herein, if you have received RFS's Form ADV Registration Statement less than
48 hours before entering into this agreement, you shall have the right to
terminate this agreement within five business days after your execution of
this agreement without penalty.
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<PAGE>
Mr. John McCoy November 30, 1992
This agreement may not be amended except by a writing signed by both the
parties hereto. By vote of your Board of Directors, or by a majority vote of
the outstanding shares of the Company, you may terminate this agreement
without the payment of any penalty at any time, by written notice to RFS, and
we may terminate this agreement upon 30 days written notice. This agreement
shall terminate in the event of an assignment by either party.
Schedule A may be revised by mutual consent from time to time and shall
constitute an amendment to this agreement replacing the then current Schedule
A when and as initialed for identification by the parties and attached
hereto.
Any controversy arising out of or relating to this agreement shall be
finally settled by arbitration in Philadelphia, Pennsylvania, in accordance
with the rules then in effect, of the American Arbitration Association. This
agreement to arbitrate does not constitute a waiver by the undersigned of the
right to seek a judicial forum where such a waiver would be void under the
federal securities law.
The effective date of this agreement is January 2, 1993 or upon approval
by the vote of a majority of the outstanding voting securities of the
Company, whichever is later.
If the agreement set forth herein is acceptable to you, please so
indicate by signing the enclosed copy of this letter, whereupon this letter
shall constitute a binding agreement between you and RFS as of the date of
such acceptance, and return it to the undersigned.
Sincerely,
RITTENHOUSE FINANCIAL SERVICES, INC.
By
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George W. Connell, President
NRM INVESTMENT COMPANY
By
---------------------------------
John H. McCoy, Chairman
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<PAGE>
Mr. John McCoy November 30, 1992
RITTENHOUSE FINANCIAL SERVICES, INC.
SCHEDULE A
I. The Portfolio is as set forth on Exhibit I as attached hereto and all
subsequent additions thereto of which RFS is given notice, and all
other property acquired as earnings thereon, proceeds therefrom, or in
substitution therefor, less authorized payment by the Custodian (if
applicable).
II. The persons authorized to give consents, approvals and otherwise bind
the Portfolio in all respects are each of the individuals listed below
or, if none is indicated, each of the individuals signing this
agreement, each of whom may act alone:
NAME ADDRESS
John H. McCoy 919 Conestoga Rd.
Rosemont, Pa. 19010
Thomas Kilcullen 4 Carriage Way
Berwyn, Pa. 19312
III. Type of Portfolio
[ ] Equity and Cash Equivalent
[ ] Equity Only
[ ] Fixed Income and Cash Equivalent
[ ] Fixed Income Only
[ ] Balanced
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<PAGE>
Mr. John McCoy November 30, 1992
IV. The investment policy, investment guidelines and investment restrictions
are:
Rittenhouse Financial Services, Inc. will be guided by NRM
Investment Company's prospectus and the Investment Company Act of
1940.
V. The fee shall be: $10,000.00 a year payable in four equal installments
at the close of every calendar quarter.
Who is to be billed:
Attached to and forming part of an Agreement date: 1/2/93
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INITIALED FOR IDENTIFICATION:
RFS:
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NRM INVESTMENT COMPANY:
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