INVESTMENT ADVISORY AGREEMENT
FOR THE EAFE FUND
AGREEMENT made this 25th day of July, 2000 by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Funds, an unincorporated business trust organized under the laws of The
Commonwealth of Massachusetts (the "Trust"), on behalf of The EAFE Fund series
(the "Fund"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Overseas Ltd., a Scotland company (the
"Adviser"),
W I T N E S S E T H
WHEREAS, the Trust is engaged in business as an open-end series management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services and is registered as an investment adviser
under the Investment Advisers Act of 1940 and regulated in the United Kingdom by
the Investment Management Regulatory Organization ("IMRO"); and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services and certain other services to the Fund;
NOW, THEREFORE, the parties hereby agree as follows:
1. APPOINTMENT OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser of the Fund for the period and on the terms herein set forth.
The Adviser accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. (a) The Adviser, at its expense, will furnish
continuously an investment program for the Fund, will determine, subject to the
overall supervision of the Trustees of the Trust, what investments shall be
purchased, held, sold or exchanged by the Fund and what portion, if any, of the
assets of the Fund will be held uninvested, and shall, on behalf of the Fund,
make changes in the investments of the Fund. Subject always to the supervision
of the
Trustees of the Trust, the Adviser will also manage, supervise and conduct the
other affairs and business of the Fund and matters incidental thereto, subject
always to the provisions of the Trust's Declaration of Trust and Bylaws and of
the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render
similar services to other investment companies and other clients and to engage
in other activities, so long as the services rendered to the Fund hereunder are
not impaired.
(b) The Adviser shall provide, without cost to the Fund all necessary
office space and the services of executive personnel for administering the
affairs of the Fund.
(c) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the account of the Fund with
issuers, brokers or dealers selected by the Adviser. In executing portfolio
transactions and selecting brokers or dealers, the Adviser will use its best
efforts to seek, on behalf of the Fund, the best overall terms available. In
assessing the best overall terms available for any transaction, the Adviser
shall consider all factors it deems relevant, including the breadth of the
market in the security, the financial condition and execution capabilities of
the broker or dealer, and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). In evaluating the best overall
terms available and in selecting the broker or dealer to execute a particular
transaction, the Adviser may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided by such broker or dealer to the Fund or other accounts over which
the Adviser or any affiliate of the Adviser exercises investment discretion. The
Adviser is authorized to pay to a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if, but only if, the Adviser
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or in terms of all of the
accounts over which the Adviser or any affiliate of the Adviser exercises
investment discretion.
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3. COMPENSATION OF ADVISER. (a) As full compensation for the services and
facilities furnished by the Adviser under this Agreement, the Trust agrees to
pay to the Adviser a fee at the annual rate of 0.35% of the Fund's average net
asset value. Such fee shall be accrued and payable monthly. For purposes of
calculating such fee, such net asset value shall be determined by taking the
average of all determinations of net asset value made in the manner provided in
the Fund's current Offering Memorandum and Statement of Additional Information.
(b) For any period less than a full month during which this Agreement is in
effect the compensation payable to the Adviser hereunder shall be prorated
according to the proportion which such period bears to a full month.
4. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with any investment policy or the purchase, sale, or retention of any
security on the recommendation of the Adviser; provided, however, that nothing
herein contained shall be construed to protect the Adviser against any liability
to the Fund by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of reckless disregard of its
obligations and duties under this Agreement.
5. TERM AND TERMINATION. (a) This Agreement shall become effective on the
date first written above. Unless terminated as herein provided, this Agreement
shall remain in full force and effect as to the Fund for two years from the date
hereof and shall continue in full force and effect for successive periods of one
year thereafter, but only so long as each continuance is approved (i) by either
the Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, and, in either event, (ii)
by vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated at any time without the payment of any
penalty by vote of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities
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(as defined in the ▇▇▇▇ ▇▇▇) of the Fund or by the Adviser, on sixty days'
written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
6. USE OF NAME. The Adviser owns the name "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds" which
may be used by the Trust only with the consent of the Adviser. The
Adviser consents to the use by the Trust of the name "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Funds" or any other name embodying the name "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" into
such forms as the Adviser shall in writing approve, but only on
condition and so long as (i) this Contract shall remain in full force
and (ii) the Trust shall fully perform, fulfill and comply with all
provisions of this Contract expressed herein to be performed,
fulfilled or complied with by it. No such name shall be used by the
Trust at any time or in any place or for any purposes or under any
conditions except as provided in this section. The foregoing
authorization by the Adviser to the Trust to use said name and
initials as part of a business or name is not exclusive of the right
of the Adviser itself to use, or to authorize others to use, the same;
the Trust acknowledges and agrees that as between the Adviser and the
Trust, the Adviser has the exclusive right so to authorize others to
use the same; the Trust acknowledges and agrees that as between the
Adviser and the Trust, the Adviser has the exclusive right so to use,
or authorize others to use, said name and initials and the Trust
agrees to take such action as may reasonably be requested by the
Adviser to give full effect to the provisions of this section
(including, without limiting the generality of the foregoing, the
Trust agrees that, upon any termination of this Contract by either
party or upon the violation of any of its provisions by the Trust, the
Trust will, at the request of the Adviser made within six months after
the Adviser has knowledge of such termination or violation, use its
best efforts to change the name of the Trust so as to eliminate all
reference, if any, to the name "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" and will not
thereafter transact any business in a name containing the name
"▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate
itself as the same entity as or successor to
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an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" or
any other reference to the Adviser. Such covenants on the part of the
Trust shall be binding upon it, its trustees, officers, stockholders,
creditors and all other persons claiming under or through it.
7. VOTING. The adviser will be entitled to give voting instructions to
the Custodian in respect of the exercise of any voting or other rights
attached to any investment of the Fund at the discretion of the
Adviser or as the Trust may instruct from time to time.
8. TRADING AND ADMINISTRATIVE SERVICES. The Adviser is authorized to
contract with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. for the provision to the Adviser
of trading services and administrative services as the Adviser may
require. The Adviser will alone be responsible for paying any fees
charged and expenses incurred by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., in connection
with the provision of such services.
9. GOVERNING LAW. This Agreement is governed by and to be construed in
accordance with the laws of the Commonwealth of Massachusetts without
giving effect to conflicts of interest laws thereof.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed as of the date first written above.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS, on behalf of
The EAFE Fund
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ OVERSEAS LIMITED
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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NOTICE
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this Agreement is executed with respect to the Trust's EAFE Fund
series on behalf of the Trust by officers of the Trust as officers and not
individually and that the obligations of this instrument are not binding upon
the Trustees, officers or holders of shares individually but are binding only
upon the assets and property of The EAFE Fund series.
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