EX-99.D ADVSR CONTR 6 ex23d_adviser.htm ADVISER AGREEMENT BLANKINSHIP FUNDS INC - N-1A - June 30, 2003
                           EXHIBIT 23D

                     BLANKINSHIP FUNDS, INC.
                      MANAGEMENT AGREEMENT


This Agreement is made the 8th day of April, 2003, by and between
Blankinship Funds, Inc., a Maryland corporation (the `Fund'), and
Blankinship Corporation, a Virginia corporation (`Adviser').

WHEREAS, the Fund engages in the business of investing and
reinvesting its assets and property in various stocks and
securities and is authorized to issue shares of capital stock in
separate series, each representing interests in a separate
portfolio of securities and other assets, with the initial series
being:

     Blankinship Value Fund (the `Portfolio'); and

WHEREAS, Adviser engages in the business of investment management
and the provision of certain other administrative services in
connection therewith; and

WHEREAS, the Fund wishes to engage Adviser to retain certain
investment management and administrative services which are
necessary for the day-to-day operations of the Portfolio in the
manner and on the terms and conditions hereinafter set forth, and
Adviser wishes to accept such engagement

NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1.   OBLIGATIONS OF INVESTMENT ADVISER

     a.   START-UP EXPENSES. The Adviser will pay the organization
          (start-up) expenses of the Fund, and will not be reimbursed for
          such expenses by the Fund.

     b.   INVESTMENT ADVISORY SERVICES. Adviser agrees to perform the
          following services for the Fund (collectively, the `Investment
          Advisory Services'):

           i.   manage the investment and reinvestment of the Portfolio's
                assets;

           ii.  review, supervise, and administer the investment program of
                the Portfolio on an ongoing basis;

           iii. determine, in its discretion, the securities to be
                purchased, retained or sold for the Portfolio (and implement
                those decisions);

           iv.  provide the Fund with records concerning the Adviser's
                activities which the Fund is required to maintain; and

           v.   provide such information and reports as the Fund's officers
                and directors reasonably require to discharge their
                responsibilities to the Fund.

     c.   ADMINISTRATIVE SERVICES. The Fund hereby retains Adviser to
          provide, or upon receipt of written approval of the Fund arrange
          for other companies to provide, all administrative and
          operational services necessary for the operation of the Portfolio
          (collectively, the `Administrative Services'); such services may
          include, but are not limited to:

          (1)  accounting services and functions, including costs and
               expenses of independent public accountants;

          (2)  non-litigation related legal and compliance services,
               including the expenses of maintaining registration and
               qualification of the Fund and the Portfolio under federal, state
               and other applicable laws and regulations;

          (3)  dividend disbursing agent, dividend reinvestment agent,
               transfer agent, answering inquiries related to shareholder
               Portfolio accounts;

          (4)  custodian services (which may be self-custodian, as
               described under Rule 17f-2 of the Act), and depository services
               and functions;

          (5)  distribution and/or marketing services;

          (6)  shareholder and board of directors communication services,
               including the costs of preparing, printing and distributing
               notices of shareholders' meetings, proxy statements,
               prospectuses, statements of additional information, Portfolio
               reports, and other communications to the Fund's Portfolio
               shareholders, as well as expenses of shareholders' and board of
               directors' meetings, including the compensation and reimbursable
               expenses of the directors of the Fund;

          (7)  premiums for the fidelity bond maintained by the Fund
               pursuant to Section 17(g) of the Act (except for such premiums as
               may be allocated to third parties, as insureds thereunder).

     d.   EXCLUSIONS FROM SERVICES. Notwithstanding the provisions of
          Paragraphs 1(b) and 1(c) above, the Investment Advisory Services
          and Administrative Services shall not include and Adviser will
          not be responsible for: interest; taxes; any extraordinary
          expense, including but not limited to litigation and
          indemnification costs and expenses; brokers' commissions and
          other costs of securities transactions.

     e.   PROVISION OF SERVICES. Adviser shall discharge the foregoing
          responsibilities subject to the general supervision and control
          of the officers and the directors of the Fund and in compliance
          with such policies as the directors may from time to time
          establish, and in compliance with the objectives, policies, and
          limitations set forth in the Fund's prospectus and statement of
          additional information, as amended from time to time, and with
          all applicable laws and regulations. All services to be furnished
          by Adviser under this Agreement may be furnished through the
          medium of any directors, officers or employees of Adviser or
          through such other parties as Adviser may determine from time to
          time. In the conduct of the respective businesses of the parties
          hereto and in the performance of this agreement, the Fund and
          Adviser may share common facilities and personnel common to each.

     f.   BOOKS AND RECORDS. All books and records prepared and
          maintained by Adviser for the Fund under this Agreement shall be
          the property of the Fund, and upon request, Adviser shall
          surrender to the Fund such of the books and records so requested.
          It is understood that computer equipment, software, and database
          structures used by the Adviser for the Fund's data storage and
          operations are the valuable property of the Adviser, and will not
          be surrendered to the Fund.

2.   COMPENSATION OF ADVISER. The Fund will pay to Adviser on the
     last day of each month:

     a.   a fee at an annual rate equal to 1.00% of the daily average
          net asset value of the Portfolio for INVESTMENT ADVISORY
          SERVICES;

     b.   a fee at an annual rate equal to 0.50% of the daily average
          net asset value of the Portfolio for ADMINISTRATIVE SERVICES;

     such fees to be computed daily based upon the net asset value
     of the Portfolio as determined by a valuation made in
     accordance with the Fund's procedures for calculating
     Portfolio net asset value as described in the Fund's
     Prospectus and/or Statement of Additional Information. During
     any period when the determination of a Portfolio's net asset
     value is suspended by the directors of the Fund, the net asset
     value of a share of the Portfolio as of the last business day
     prior to such suspension shall, for the purpose of this
     Paragraph 2, be deemed to be net asset value at the close of
     each succeeding business day until it is again determined. For
     the month and year in which this Agreement becomes effective
     or terminates, there shall be an appropriate proration on the
     basis of the number of days that the Agreement is in effect
     during the month and year, respectively. The Adviser may, from
     time to time and at the Adviser's sole discretion, waive
     compensation without affecting the validity of this Agreement.
     Employees, officers, or directors of the Adviser who serve as
     directors and/or officers of the Fund shall receive no
     compensation from the Fund for acting in such capacities for
     the Fund.

3.   BROKERAGE. Adviser is authorized to select the brokers or
     dealers that will execute the purchases and sales of securities
     for the Fund and is directed to use its best efforts to obtain
     the best net results as described in the Fund's prospectus and
     statement of additional information from time to time. Adviser
     may, in its discretion, purchase and sell Fund securities from
     and to brokers and dealers who provide the Fund with research,
     analysis, advice and similar services, and Adviser may pay to
     these brokers and dealers, in return for research and analysis, a
     higher commission or spread than may be charged by other brokers
     and dealers, provided that Adviser determines in good faith that
     such commission is reasonable in terms either of that particular
     transaction or of the overall responsibility of Adviser to the
     Fund and its other clients and that the total commission paid by
     the Fund will be reasonable in relation to the benefits to the
     Fund over the long-term. Adviser will promptly communicate to the
     officers and the directors of the Fund such information relating
     to brokerage transactions as they may reasonably request.

4.   STATUS OF INVESTMENT ADVISER. The services of Adviser to the
  Fund are not to be deemed exclusive, and Adviser shall be free to
  render similar services to others so long as its services to the
  Fund are not impaired thereby. Adviser shall be deemed to be an
  independent contractor and shall, unless otherwise expressly
  provided or authorized, have no authority to act for or represent
  the Fund in any way or otherwise be deemed an agent of the Fund.
  Nothing in this Agreement shall limit or restrict the right of
  any director, officer or employee of Adviser, who may also be a
  director, officer, or employee of the Fund, to engage in any
  other business or to devote his or her time and attention in part
  to the management or other aspects of any other business, whether
  of a similar nature or a dissimilar nature.

5.   PERMISSIBLE INTERESTS. Directors, officers, agents, and
  stockholders of the Fund are or may be interested in Adviser (or
  any successor thereof) as directors, partners, officers, or
  stockholders, or otherwise, and directors, officers, agents, and
  stockholders of Adviser are or may be interested in the Fund as
  directors, officers, stockholders or otherwise; and Adviser (or
  any successor) is or may be interested in the Fund as a
  stockholder or otherwise.

6.   LIABILITY OF ADVISER. Adviser shall give the Fund the
  benefit of its best judgment and efforts in rendering these
  services. It is understood that Adviser's advice, while based on
  information believed to be correct, is not guaranteed. The fund
  agrees as an inducement to the undertaking of these services that
  Adviser and its officers, directors, employees, agents,
  controlling persons and assigns shall be protected from liability
  hereunder for any mistake of judgment or any event whatsoever,
  provided that nothing herein shall be deemed to protect, or
  purport to protect, Adviser against any liability to the Fund or
  to its security holders to which the Adviser would otherwise be
  subject by reason of willful misfeasance, bad faith or gross
  negligence in the performance of duties hereunder, or by reason
  of reckless disregard of obligations and duties hereunder. Any
  person, even though also an officer, partner, employee, or agent
  of the Adviser, who may be or become an officer, director,
  employee or agent of the Fund shall be deemed, when rendering
  services to the Fund or acting in any business of the Fund, to be
  rendering such services to or acting solely for the Fund and not
  as an officer, partner, employee, or agent or one under the
  control or direction of the Adviser even though paid by it.

7.   TERM. This Agreement shall become effective the 8th day of
  May, 2003 and remain in effect until May 8, 2005, and from year
  to year thereafter provided such continuance is specifically
  approved at least annually in accordance with Section 15 of the
  Investment Company Act of 1940, as amended, and any rules and
  regulations thereunder (the `Act'); provided however, that;

     a.   this Agreement may be terminated at any time, without the
       payment of any penalty by the Fund or by the Adviser on thirty
       (30) days written notice to the other party (the Fund may effect
       termination by action of the Board of Directors or by vote of a
       majority of the outstanding shares of common stock of the fund,
       accompanied by appropriate notice);

     b.   this Agreement shall immediately terminate in the event of
       its assignment by the Adviser (within the meaning of the Act);

     c.   the terms of Paragraph 6 of this Agreement shall survive the
       termination of this Agreement, as will the right of the Adviser
       to receive payment of the compensation described in Paragraph 2
       hereof and any expenses prepaid on behalf of the Fund, prorated
       to the date of termination.

8.   AMENDMENTS. This Agreement contains the entire Agreement of
  the parties hereto with respect to the subject matter contained
  herein and supersedes all prior agreements and understandings,
  oral or written, if any, between the parties hereto. No provision
  of this Agreement may be changed, waived, discharged or
  terminated orally, but only by an instrument in writing signed by
  the party against which enforcement of the change, waiver,
  discharge or termination is sought, and no material amendment of
  this Agreement with respect to any Portfolio shall be effective
  until approved by vote of the holders of a majority of that
  Portfolio's voting securities.

9.   USE OF NAME. It is understood that the name `Blankinship' or
  any derivative thereof or logo associated with that name is the
  valuable property of the Adviser, and that the Fund has the right
  to use such name (or derivative or logo) only with the approval
  of the Adviser and only so long as the Adviser is investment
  adviser to the Fund. Upon termination of this Agreement between
  the Fund and the Adviser, the Fund shall forthwith cease to use
  such name (or derivative or logo).

10.  SEVERABILITY. In the event any provision or provisions of
  this Agreement shall be held to be illegal or invalid for any
  reason (including, without limitation, not conforming to
  applicable federal and state securities laws), the illegality or
  invalidity shall not affect the remaining provisions of this
  Agreement, but shall be fully severable and the Agreement shall
  be construed in force as if the illegal or invalid provisions had
  never been included herein. Furthermore, in lieu of such illegal
  or invalid provision, there shall be added automatically as part
  of the Agreement a provision as similar in terms to such illegal
  or such invalid provision as may be possible and be legal and
  valid.

11.  CHOICE OF LAW. This Agreement shall be construed in
accordance with the laws of the State of Maryland, without giving
effect to the conflicts of laws principles thereof, and the Act.
To the extent the laws of the State of Maryland conflict with the
applicable provisions of the Act, the latter shall control.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and the year first written above.


Blankinship Funds, Inc.            Blankinship Corporation




By: /s/ Janet L. Barnes            By: /s/ Rex Blankinship
-------------------------------    -----------------------------
Janet L. Barnes, Vice President    Rex Blankinship, President