INVESTMENT SUBADVISORY AGREEMENT
THIS AGREEMENT, effective as of March 5, 2004 by and between Eastern
Point Advisors ("Advisor") a registered investment adviser under the Investment
Advisers Act of 1940, as amended, having offices at 000 Xxxxxxxx, Xxxxxxxxx, XX
00000 and Dividend Growth Advisors LLC ("Sub-Advisor"), a registered investment
adviser under the Investment Advisers Act of 1940, as amended, having offices at
0000 Xxxxxx Xxxxx Xxxx., Xxxx'x Xxxxxx, XX 00000.
WHEREAS, the Advisor desires to appoint and designate the Sub-Advisor
to provide investment subadvisory services for the mutual fund, Rising Dividend
Growth Fund, of the Advisor and the Sub-Advisor agrees to so act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby agreed between the parties as follows:
1. Appointment of Sub-Advisor. The Advisor hereby designates and retains
the Sub-Advisor to furnish investment subadvisory services for the
Rising Dividend Growth Fund of the Advisor, and the Sub-Advisor hereby
accepts such appointment and agrees to give advice with respect to the
investment and reinvestment of assets in the Rising Dividend Growth
Fund of the Advisor in accordance with the terms of this Agreement.
Rising Dividend Growth Fund is referred to as the "Fund" in this
agreement.
2. Discretion. The Sub-Advisor is hereby granted complete discretion in
the management of the investments in the Rising Dividend Growth Fund of
the Advisor, according to the investment objectives of the Fund's
prospectus and is authorized without the Advisor's prior consultation
or approval to invest and reinvest the assets of the Fund, the proceeds
thereof and any additions thereto, to make investment changes and top
take any other lawful action with respect to the Fund.
3. Prudence. The Sub-Advisor, in the performance of it duties hereunder,
shall act at all times with care, skill, prudence and diligence, under
the circumstances prevailing that a prudent person who is familiar with
such matters would use in discharging such duties and exercising such
powers.
4. Investment Objective. The Advisor may establish additional or different
investment objectives, or impose investment restrictions on the
Sub-Advisor, with respect to the Fund in accordance with the Fund's
prospectus being managed by the Sub-Advisor by furnishing written
notice to the Sub-Advisor of such change. The Sub-Advisor is granted
the broadest possible discretion in the selection of specific common,
preferred stock, and fixed income securities for the Fund and is
authorized to invest or maintain the assets in such securities and cash
or its equivalents, in such proportions as the Sub-Advisor shall
determine.
5. Representations by Advisor. Advisor represents and confirms that the
employment of Sub-Advisor is authorized by the governing documents
relating to the Fund and that the terms thereof do not violate any
obligation by which the Advisor is bound, whether arising by contract,
operation of law, or otherwise, and that: (a) this Agreement has been
duly authorized by appropriate action by the Trustees of the Fund, and
when executed and delivered will be binding upon the Advisor in
accordance with its terms; and (b) if requested, the Advisor will
deliver to Sub-Advisor evidence of such authority as Sub-Advisor may
reasonably require.
6. Compensation. The Advisor shall compensate the Sub-Advisor for services
rendered by the payment of an annual fee of .25% of the fair market
value of all assets in the Fund, billed quarterly in arrears and
payable within 30 days of the end of the quarter (prorated for any
portion of a quarter at the beginning or ending on the termination of
this Agreement) at the following rate beginning on March 1, 2004. For
assets contributed to the Fund by the Sub-Advisor, the annual fee shall
be 0.35%. The minimum Sub-Advisor fee shall be $6,250.00 monthly,
inclusive of both Fund Sub-Advisory and Separate Account management
services.
7. Expenses. Excluding brokerage commissions, stock transfer and taxes and
similar charges which may become payable, the Sub-Advisor shall be
responsible and liable for all expenses incurred by it in performing
its obligations hereunder. All travel expenses authorized by the
Advisor shall be paid by the Advisor on behalf of the Sub-Advisor.
8. Indemnification. The Advisor agrees to indemnify, hold harmless and
defend the Sub-Advisor against any claims caused by its action in good
faith pursuant to instructions received by it from the Advisor or its
duly authorized agents, or against any claim caused by its failure to
act in the absence of such instructions.
9. Brokerage. The Advisor hereby authorizes the Sub-Advisor to issue
instructions to purchase, sell and otherwise to trade in and deal with,
any security for the account and risk of, and in the name of the
Advisor. The Sub-Advisor shall allocate such transactions to brokers
and dealers on a best execution basis for execution on such markets at
prices as in the good faith judgment of Sub-Advisor will be in the best
interest of the client.
10. Research Services. Advisor agrees to reimburse Sub-Advisor for specific
research and analytical expense for management of the Fund on a
pre-approved basis.
11. Service to Other Clients. It is understood that the Sub-Advisor
performs investment-advisory and management services for various
clients that may, but do not necessarily include, investment companies.
Advisor agrees that the Sub-Advisor may receive advice and take action
with respect to any of its other clients, which may differ, from the
timing or nature of action taken with respect to the Fund of the
Advisor over a period of time on a fair and equitable basis relative to
other clients.
12. Confidential Relationship. All investment information and advice
furnished by the Sub-Advisor to the Fund of the Advisor shall be
treated as confidential and shall not be disclosed to third parties
except as required by law.
13. Termination, Assignment and Assigns. This Agreement shall continue
until terminated by either party hereto. Either party giving to the
other thirty (90) days written notice of such termination may terminate
it at any time. The Sub-Advisor may, in its sole discretion, resign as
Sub-Advisor to the Fund upon ninety (90) days of written notice of such
resignation.
14. Notification. The Sub-Advisor agrees promptly to notify the Advisor of
any change in its status as a registered investment adviser under the
Investment Advisers Act of 1940, as amended. All notices shall be in
writing and shall be deemed given if delivered or mailed (certified or
registered mail, postage prepaid) to the principal office of the party
hereto. The Sub-Advisor may rely upon any Notice believed by it to be
genuine and authorized.
Notices sent pursuant to this Agreement may be sent as follows. In the
case of Notices sent to the Advisor: Attention Compliance, Eastern
Point Advisors, Inc., 000 Xxxxxxxx, Xxxxxxxxx, XX 00000. In the case of
Notices sent to the Sub-Advisor: Attention: Compliance, Dividend Growth
Advisors LLC, 0000 Xxxxxx Xxxxx Xxxx., Xxxx'x Xxxxxx, XX 00000.
15. Proxies. Unless otherwise stipulated, proxies shall be voted in
accordance with the Investment Company Act of 1940 and the prospectus
of the Fund.
16. Miscellaneous. This Agreement constitutes the entire understanding of
the parties and may be amended only by written instrument executed by
the parties hereto. Headings in the Agreement are for the convenience
of reference only and shall not limit or otherwise affect the meaning
of this Agreement. This Agreement shall be performed in accordance with
all applicable state and federal laws and administrative regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates appearing below.
Eastern Point Advisors, Inc.,
Advisor
By:/s/XXXXXXX X. XXXXXX Date: 3/25/04
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Dividend Growth Advisors LLC,
Sub-Advisor
By:/s/XXXXXX XXXXXXX Date: 3/25/04
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Addendum to Investment Sub-Advisory Agreement ("Agreement")
by and between
Eastern Point Advisors ("Advisor")
and
Dividend Growth Advisors LLC ("Sub-Advisor")
Paragraph 13 contained in the Agreement is replaced in its entirety with the
following:
13. Duration, Termination, Assignment and Assigns.
The term of this Agreement shall begin on the date of its execution and
shall remain in effect for two years from that date and from year to
year thereafter, subject to the provisions for termination and all of
the other terms and conditions hereof, if such continuation is
specifically approved at least annually in the manner required by the
Investment Company Act of 1940. This Agreement shall be initially
submitted to the shareholders of the Fund for approval and shall
automatically terminate if not approved by a majority of the shares of
the Fund.
This Agreement may be terminated at any time without the payment of any
penalty: (a) by the Advisor on sixty (60) days written notice to the
Sub-Advisor; (b) by the Fund either by a vote of the majority of the
Board of Trustees of the Trust or by a vote of the majority of the
outstanding shares of beneficial interest of the Fund, in either case
upon sixty (60) days written notice to the Sub-Advisor; or (c) by the
Sub-Advisor on sixty (60) days written notice to the Advisor.
This Agreement will terminate automatically in the event of the
termination of the Investment Advisory Agreement.
This Agreement shall automatically terminate in the event of its
assignment.
