INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement made as of the 18th day of October, 2005, by
and between Eastern Point Advisors Funds Trust, a Delaware statutory trust
(hereinafter called the "Trust"), on behalf of each series of the Trust listed
in Schedule A hereto, as such may be amended from time to time (hereinafter
referred to individually as a "Fund" and collectively as the "Funds") and
Dividend Growth Advisors, LLC, a South Carolina limited liability company
(hereinafter called the "Advisor").
WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Advisor is registered as an investment advisor under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, the Trust desires to retain the Advisor to render investment advisory
services to the Funds pursuant to the terms and provisions of this Agreement,
and the Advisor is interested in furnishing said services;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained in this Agreement, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints the Advisor to act as investment
advisor to the Funds for the period and on the terms and subject to the
conditions set forth in this Agreement. The Advisor accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided. Additional investment portfolios may from time to time be added to
those covered by this Agreement by the parties executing a new Schedule A that
shall become effective upon its execution and shall supersede any Schedule A
having an earlier date.
2. Investment Advisory Services. Subject to the supervision of the Trust's
Trustees (the "Trustees"), the Advisor shall provide a continuous investment
program for each of the Funds, including investment, research and management
with respect to all securities and investments and cash equivalents in the
Funds. The Advisor shall determine from time to time what securities and other
investments will be purchased, retained or sold by the Trust with respect to the
Funds. The Advisor shall provide the services under this Agreement in accordance
with each of the Fund's investment objectives, policies, and restrictions as
stated in such Fund's most current Prospectus and Statement of Additional
Information, including all amendments or supplements thereto, and in such
resolutions of the Trustees as may be adopted from time to time. The Advisor
further agrees that it:
(a) will use the same skill and care in providing such services as it uses in
providing services to any fiduciary accounts for which it has investment
responsibilities;
(b) will conform with all applicable rules and regulations of the U.S.
Securities and Exchange Commission (the "SEC") and, in addition, will conduct
its activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to the investment advisory
activities of the Advisor;
(c) will place orders pursuant to its investment determinations for the Funds
either directly with the issuer or with any broker or dealer. In placing orders
with brokers and dealers, the Advisor will attempt to obtain and is hereby
directed to obtain prompt execution of orders in an effective manner at the most
favorable price. Consistent with this obligation, the Advisor may, in its
discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Advisor with brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of 1934). Subject to the
review of the Trustees from time to time with respect to the extent and
continuation of this policy, the Advisor is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for effecting a
securities transaction for any of the Funds 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 Advisor determines in good faith that such
commission was 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 the overall responsibilities of the Advisor with
respect to the accounts as to which it exercises investment discretion. On
occasions when the Advisor deems the purchase or sale of a security to be in the
best interest of one or more of the Funds as well as of other clients, the
Advisor, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold in order to obtain the most
favorable price or lower brokerage commissions and the most efficient execution.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other clients. In placing orders with the
Advisor for the Trust, the Advisor will comply with the procedures adopted by
the Trust pursuant to Rule 17e-1 under the 1940 Act.
(d) will maintain, or cause the Custodian to maintain, all books and records
with respect to the securities transactions executed for the Funds; and
(e) will furnish the Trust's Board of Trustees such periodic and special reports
with respect to each Fund's investment activities as the Trustees may reasonably
request; and
(f) will advise and assist the officers of the Trust in taking such actions as
may be necessary or appropriate to carry out the decisions of the Trustees and
of the appropriate committees of the Trustees regarding the conduct of the
business of the Funds.
3. Sub-Advisers. The Advisor is authorized, with respect to any one or more
Funds, to delegate any or all of its rights, duties and obligations under this
Agreement (subject in any event to all of the limitations, terms and conditions
applicable to the Advisor hereunder) to one or more sub-advisers, and may enter
into agreements with sub-advisers, and may replace any such sub-advisers from
time to time in its discretion, in accordance with the 1940 Act, the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the SEC, and if
applicable, exemptive orders for similar relief granted by the SEC, upon receipt
of approval of such sub-advisers by the Trust's Board of Trustees and by each
affected Fund's shareholders (unless any such approval is not required by such
statutes, rules, regulations, interpretations, orders or similar relief). The
Advisor shall oversee the performance of any sub-adviser engaged hereunder.
However, the Advisor shall not be accountable to the Trust or to any Fund for
any loss or liability relating to specific investment decisions made solely by
any sub-adviser.
4. Expenses. During the term of this Agreement, the Advisor will pay all
expenses incurred by it in performing its services under this Agreement. The
Advisor shall not be liable for any expenses of the Trust, including without
limitation: (a) its interest and taxes, (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments with respect to the Trust, and (c) custodian fees and expenses.
5. Compensation. For the services provided and the expenses assumed pursuant to
this Agreement, each of the Funds will pay the Advisor and the Advisor will
accept as full compensation therefor a fee set forth on Schedule A hereto. The
obligation to pay the fee to the Advisor will begin as of the respective dates
of the initial sale of shares in the Funds, including any shares sold or
exchanged in connection with a merger, consolidation or reorganization involving
one or more of the Funds. Such fee shall be paid monthly based upon each
respective Fund's average daily net assets calculated in the manner provided in
the Prospectus and Statement of Additional Information then in effect.
The fee shall be accrued daily by each Fund and paid to the Advisor within five
(5) business days after the end of each calendar month. If this Agreement is
terminated before the end of any month, the fee to the Advisor shall be prorated
for the portion of any month in which this Agreement is in effect and shall be
payable within ten (10) days after the date of termination.
6. Limitation of Liability. The Advisor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Funds in connection
with the performance of this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Advisor in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
7. Duration and Termination. This Agreement shall become effective as of the
date shown above and shall remain in effect for a period of two (2) years,
unless sooner terminated as hereinafter provided. This Agreement shall continue
in effect thereafter for successive one year periods so long as such
continuation is approved for each Fund at least annually by (i) the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of each Fund, and (ii) the vote of a majority of the disinterested
Trustees, cast in person at a meeting called for the purpose of voting on such
approval.
Notwithstanding the foregoing, this Agreement may be terminated as to a
particular Fund at any time on sixty days' written notice, without the payment
of any penalty, by the Trust (by vote of the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of such Fund) or by the
Advisor. This Agreement will automatically terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed to the other party at the principal office of such
party.
As used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same meanings
as ascribed to such terms in the 1940 Act.
8. Advisor's Representations. The Advisor hereby represents and warrants that it
is willing and possesses all requisite legal authority to provide the services
contemplated by this Agreement without violation of applicable laws and
regulations.
9. Amendment of this Agreement. 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.
10. Miscellaneous. 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. 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. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by the laws of the
State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
EASTERN POINT ADVISORS FUNDS TRUST
By: /s/C. XXXX XXXXXX, XX.
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Name: C. Xxxx Xxxxxx, Xx.
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Title: President
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DIVIDEND GROWTH ADVISORS, LLC
By: /s/XXXXXX X.X. XXXXXXX
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Name: Xxxxxx X.X. Xxxxxxx
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Title: Chairman
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Schedule A
INVESTMENT ADVISORY AGREEMENT
between
EASTERN POINT ADVISORS FUNDS TRUST
and
DIVIDEND GROWTH ADVISORS, LLC
Name of Fund
Compensation*
Rising Dividend Growth Fund .75% of the average daily net assets of the Fund
Capital Appreciation Fund .75% of the average daily net assets of the Fund
*all fees are computed and paid monthly.
EASTERN POINT ADVISORS FUNDS TRUST
By: /s/C. XXXX XXXXXX, XX.
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Name: C. Xxxx Xxxxxx, Xx.
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Title: President
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DIVIDEND GROWTH ADVISORS, LLC
By: /s/XXXXXX X.X. XXXXXXX
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Name: Xxxxxx X.X. Xxxxxxx
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Title: Chairman
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