Exhibit d2
INVESTMENT ADVISER AGREEMENT
Agreement made as of this ____ day of ___________, 2002 by and between
Boston Advisors Trust (the "Trust"), a Massachusetts business trust, and Boston
Advisors, Inc. (the "Adviser"), a Massachusetts corporation.
WHEREAS, Boston Advisors New York Municipal Money Market Fund (the
"Fund") is a series of the Trust and, like the Trust, an open-end management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of the Fund, desires to appoint the
Adviser as the adviser for the Fund 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
(a) The Trust, on behalf of the 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.
2. Adviser Duties
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 5 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. Trust Expenses
(a) Except as otherwise provided herein, the Adviser, at its own
expense, shall pay all operating expenses, including executive salaries
and the rental of office space, relating to its services for the Trust.
(b) The Trust shall assume and shall pay: (i) charges and expenses for
fund accounting, pricing and appraisal services and related overhead,
including, to the extent such services are performed by personnel of
the Adviser or its affiliates, office space and facilities and
personnel compensation, training and benefits;
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(ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, administrator, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the Trust with
respect to the Funds; (iv) issue and transfer taxes chargeable to the
Trust in connection with securities transactions to which the Funds are
a party; (v) insurance premiums, interest charges, dues and fees for
membership in trade associations and all taxes and corporate fees
payable by the Trust to federal, state or other governmental agencies;
(vi) fees and expenses involved in registering and maintaining
registrations of the Trust and/or its shares with the Commission, state
securities agencies and the securities regulators of foreign
jurisdictions, including the preparation of prospectuses and statements
of additional information for filing with such regulatory agencies;
(vii) all expenses of shareholders' and Trustees' meetings and of
preparing, printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to governmental
agencies; (viii) charges and expenses of legal counsel to the Trust and
the Trustees; (ix) any distribution and service fees paid by the Trust
in accordance with Rule 12b-1 promulgated by the Commission pursuant to
the 1940 Act; (x) compensation of those Trustees of the Trust who are
not affiliated with or interested persons of the Manager or the Trust
(other than as Trustees); (xi) the cost of preparing and printing share
certificates; and (xii) interest on borrowed money, if any.
4. Compensation of the Adviser
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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5. Portfolio Transactions and Brokerage
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.
6. 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, employees or stockholders 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 otherwise.
7. 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.
8. Compliance; Books and Records
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(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 or state r 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 8 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.
9. Limitation of Liability of Adviser
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 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 their 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.
10. Duration, Amendment and Termination
(a) Subject to prior termination as provided in sub-section (d) of this
Section 10, this Agreement shall continue in effect until April 30,
2004 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.
(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 10, 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) The Trust may, at any time, upon sixty (60) days' prior written
notice to the Adviser, terminate this Agreement as to any Fund, without
payment of any penalty, by action of its Board of Trustees, or by vote
of a majority of that Fund's outstanding voting securities. The Adviser
may, at any time, upon sixty (60) days' prior written notice to the
Trust, terminate this Agreement, without payment of any penalty.
(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
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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.
11. Disclaimer of Shareholder Liability
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 obligations
of any other Fund hereunder.
12. 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.
13. Miscellaneous
(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,
Boston Advisors New York Municipal Money Market Fund
By: ___________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
Boston Advisors, Inc. (the "Adviser")
By: ___________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
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SCHEDULE A
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The Trust, on behalf of the 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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Boston Advisors New York Municipal Money Market Fund 0.55%
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