Exhibit (d)
INVESTMENT ADVISER AGREEMENT
Agreement made as of this ____ day of October 1999, by and between Boston
Advisors Trust (the "Trust"), a Massachusetts business trust, and Boston
Advisors, Inc. (the "Adviser"), a Massachusetts corporation.
WHEREAS, Advisors Money Market Fund, Advisors U.S. Government Money Market
Fund and Advisors Tax Free Money Market Fund (singly a "Fund" and collectively,
the "Funds") are each separate series of the Trust, an open-end management
investment company registered as such with the Securities and Exchange
Commission (the "SEC") pursuant to the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of each of the Funds, desires to appoint the
Adviser as the adviser for the Funds and the Adviser is willing to act in such
capacity upon the terms herein set forth.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Trust and the Adviser, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Appointment
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(a) The Trust, on behalf of each Fund, hereby appoints the Adviser as the
investment adviser of each Fund to provide investment advice and to
perform for the Funds such other duties and functions as are hereinafter
set forth. The Adviser hereby accepts such appointment and agrees to give
the Funds and the Trust's Board of Trustees (the "Trustees"), directly or
through the Adviser, the benefit of the Adviser's best judgment, effort,
advice and recommendations in respect of its duties as defined in Section
2.
(b) The Trust hereby represents and warrants to the Adviser, which
representations and warranties shall be deemed to be continuing, that (i)
it has full power and authority to enter into this Agreement, and (ii) it
has taken all necessary and proper action to authorize the execution and
delivery of this Agreement.
(c) The Adviser hereby represents and warrants to the Trust, which
representations and warranties shall be deemed to be continuing, that (i)
it has full power and authority to enter into this Agreement, and (ii) it
has taken all necessary and proper action to authorize the execution and
delivery of this Agreement.
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2. Adviser Duties
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The Adviser shall, subject to the direction and control of the Trustees, and in
accordance with the investment objectives and policies of the Funds as set forth
in the Trust's Registration Statement on Form N-1A and any applicable federal
and state laws: (i) regularly provide investment advice and recommendations to
the Funds, with respect to the Funds' investments, investment policies and the
purchase and sale of securities; (ii) supervise and monitor continuously the
investment program of the Funds and the composition of their portfolios and
determine what securities shall be purchased and sold by the Funds; (iii)
arrange, subject to the provisions of Section 4 hereof, for the purchase of
securities and other investments for the Funds and the sale of securities and
other investments of the Funds; (iv) provide reports on the foregoing to the
Trust in such detail as the Trust's officers may reasonably deem to be
appropriate to determine the adherence by the Adviser to the investment policies
and legal requirements of the Funds; and (v) make its officers and employees
available to the Trust at reasonable times to review the investment policies of
the Funds and to consult with the Trust's officers regarding the investment
affairs of the Funds.
3. Compensation of the Adviser
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The Trust will pay to the Adviser as compensation for the Adviser's services
rendered and for the expenses borne by the Adviser, a fee, determined as
described in Schedule A which is attached hereto and made a part hereof.
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4. Portfolio Transactions and Brokerage
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The Adviser shall place all orders for the purchase and sale of portfolio
securities for the Funds' account with issuers, brokers or dealers selected by
the Adviser, which may include where permissible under the 1940 Act, brokers or
dealers affiliated with the Adviser. In the selection of such brokers or dealers
and the placing of such orders, the Adviser always shall seek best execution,
which is to place transactions where the Funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker or dealer, and to deal directly with
a principal market in connection with over-the-counter transactions, except when
it is believed that best execution is obtainable elsewhere. Nothing in this
Agreement shall preclude the combining of orders for the sale or purchase of
securities or other investments with other accounts managed by the Adviser or
its affiliates, provided that the Adviser does not favor any account over any
other account and provided that any purchase or sale orders executed
contemporaneously shall be allocated in an equitable manner among the accounts
involved in accordance with procedures adopted by the Adviser and reviewed and
approved by the Trust.
5. Interested Trustees or Parties
---------------------------------
It is understood that Trustees, officers, and shareholders of the Trust may be
or become interested in the Adviser or its affiliates as directors, officers or
employees and that directors, officers and stockholders of the Adviser or its
affiliates may be or become similarly interested in the Trust, and that the
Adviser or its affiliates may be or become interested in the Trust as a
shareholder or
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otherwise.
6. Services Not Exclusive
-------------------------
The services of the Adviser are not to be deemed exclusive, the Adviser being
free to render services to others and engage in other activities, provided,
however, that such other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering investment advice hereunder.
The Adviser, its affiliates and its other clients may at any time acquire or
dispose of securities which are at the same time being acquired or disposed of
for the account of the Funds. The Adviser shall not be obligated to acquire for
the Funds any security or other investment which the Adviser or its affiliates
may acquire for its or their own accounts or for the account of another client.
7. Compliance; Books and Records
---------------------------------
(a) The Adviser agrees to maintain compliance procedures which are
reasonably designed to ensure the Funds' compliance with the applicable
provisions of the 1940 Act and any rules or regulations thereunder and the
investment objective, policies and restrictions of the Funds as set forth
in the current Prospectus and Statement of Additional Information or any
other applicable provisions of state or federal law.
(b) The Adviser shall furnish to the Trust, at the Adviser's expense,
copies of all records prepared and maintained in connection with the
performance of this Agreement and the maintenance of compliance procedures
pursuant to this Section 7 as the Trust may reasonably request.
(c) The Adviser agrees to provide upon reasonable request of the Trust,
information regarding the Adviser, including but not limited to,
background information about the Adviser and its personnel and performance
data, for use in connection with efforts to promote the Funds and the sale
of their shares.
(d) In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Adviser hereby agrees that all records which it maintains for the
Trust are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request. The
Adviser further agrees to preserve for the periods prescribed by Rule 31a-
2 under the 1940 Act any records which it is required to maintain by Rule
31a-1 under the 1940 Act. The Adviser will treat confidentially and as
proprietary information of the Trust all records and other information
except as otherwise required by law.
8. Limitation of Liability of Adviser
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In consideration of the Adviser's undertaking to render the services described
in this Agreement, the Trust on behalf of the Funds, agrees that the Adviser
shall not be liable under this Agreement for any loss suffered by, the Trust,
the Funds or their shareholders, in connection with the performance
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of this Agreement, provided that nothing in this Agreement shall be deemed to
protect or purport to protect the Adviser against any liability to the Trust,
the Funds or its shareholders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties under this Agreement.
9. Duration, Amendment and Termination
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(a) Subject to prior termination as provided in sub-section (d) of this
Section 9, this Agreement shall continue in effect as to each Fund until
two years from the date hereof and for successive annual periods
thereafter, but only so long as the continuance after such initial two
year period shall be specifically approved at least annually by vote of
the Board of Trustees or by vote of a majority of the outstanding voting
securities of that Fund.
(b) This Agreement may be modified by the written agreement of the
Adviser, and the Trust on behalf of any Fund, such consent on the part of
each Fund to be authorized by vote of a majority of the outstanding voting
securities of that Fund if required by law. The execution of any such
modification or amendment by a party shall constitute a representation and
warranty to the other parties that all necessary consents or approvals
with respect to such modification or amendment have been obtained.
(c) In addition to the requirements of sub-sections (a) and (b) of this
Section 9, the terms of any continuance, modification or amendment of the
Agreement must have been approved by the vote of a majority of those
Trustees who are not parties to such Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of
voting on such approval.
(d) Either the Adviser or the Trust may, at any time on sixty (60) days'
prior written notice to the other parties, terminate this Agreement as to
any Fund, without payment of any penalty, and in the case of the Trust, by
action of its Board of Trustees, or by vote of a majority of that Fund's
outstanding voting securities.
(e) This Agreement shall terminate automatically in the event of its
assignment.
(f) Termination of this Agreement shall not relieve the Adviser from any
liability or obligation in respect of any matters, undertakings or
conditions which shall not have been done, observed or performed prior to
such termination. All records of the Trust in the possession of the
Adviser shall be returned to the Trust as soon as reasonably practicable
after the termination of this Agreement.
10. Disclaimer of Shareholder Liability
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The Adviser understands that the obligations of the Trust under this Agreement
are not binding upon any Trustee or shareholder of the Trust personally, but
bind only the Trust and the Trust's property. Each Fund shall be liable only for
its own obligations and shall not be liable for the
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obligations of any other Fund hereunder.
11. Use of Name "Boston Advisors"
--------------------------------
The Trust agrees that in the event that neither the Adviser nor any of its
affiliates acts as an investment adviser to the Trust, the name of the Trust and
each Fund will be changed to one that does not contain the name "Boston
Advisors" or otherwise suggest an affiliation with the Adviser.
12. Miscellaneous
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(a) The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act as now in effect or as
hereafter amended.
(b) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(c) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
(d) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors.
(e) This Agreement may be executed in two or more counterparts, which
taken together shall constitute one and the same instrument.
(f) Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as such other party may designate for the receipt of such notice. No
notice shall be effective until received.
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IN WITNESS WHEREOF, the parties have caused this instrument to be executed
by their respective officers designated below as of the day and year first
above written.
Boston Advisors Trust on behalf of its series,
Advisors Money Market Fund
Advisors U.S. Government Money Market Fund
Advisors Tax Free Money Market Fund
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
Boston Advisors, Inc. ("ADVISER")
By: __________________________________________
Name: _________________________________________
Title: ________________________________________
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SCHEDULE A
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The Trust, on behalf of each Fund, will pay to the Adviser as full compensation
for the Adviser's services rendered an annual fee, computed and paid monthly at
an annual rate as a percentage of the Fund's average daily net assets, as set
forth below. The fee for each month shall be payable within 30 business days
after the end of the month.
If the Adviser shall serve for any period less than a full month, the foregoing
compensation shall be prorated according to the proportion which such period
bears to a full month.
Fund Fee
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Advisors Money Market Fund 0.50%
Advisors U.S. Government Money Market Fund 0.50%
Advisors Tax Free Money Market Fund 0.50%
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