INVESTMENT ADVISORY CONTRACT
AGREEMENT made this 14th day of November, 1990 by and between MEESCHAERT
CAPITAL ACCUMULATION TRUST, a Massachusetts business trust (hereinafter called
the "Trust") and Anchor Investment Management Corporation, a Massachusetts
corporation (hereinafter sometimes called the "Advisor").
W I T N E S S E T H :
WHEREAS, the Trust and the Advisor wish to enter into an agreement setting
forth the terms on which the Advisor will perform certain services for the
Trust;
NOW THEREFORE,in consideration of the premises and the covenants
hereinafter contained, the Trust and the Advisor agree as follows:
l. The Trust hereby employs the Advisor to manage the investment and
reinvestment of the assets of the Trust, subject to the supervision of the Board
of Trustees of the Trust, for the period and on the terms in this agreement set
forth. The Advisor hereby accepts such employment and agrees during such period,
at its own expense, to render the services and to assume the obligations herein
set forth, for the compensation herein provided. The Advisor shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. The Advisor, at its own expense, shall furnish to the Trust office
space in the offices of the Advisor or in such other place as may be agreed upon
from time to time, and arrange for all necessary office facilities, equipment
and personnel for managing the investments of the Trust, and shall arrange, if
desired by the Trust, for members of the Advisor's organization to serve without
salaries from the Trust as officers or agents of the Trust. The Advisor assumes
and shall pay or reimburse the Trust for: (l) the compensation (if any) of the
Trustees of the Trust who are affiliated persons of the Advisor and of all
officers of the Trust as such and (2) all expenses incurred by the Advisor or by
the Trust in connection with the management of the investment and reinvestment
of the assets of the Trust, other than those specifically assumed by the Trust
herein. Except as otherwise expressly provided above, the Trust assumes and
shall pay, (l) all charges and expenses of any custodian or depositary appointed
by the Trust for the safekeeping of its cash, securities and other property, (2)
the charges and expenses of auditors and of keeping the books of the Trust, (3)
the charges and expenses of any transfer agents and registrars appointed by the
Trust, (4) the fees of all Trustees not affiliated with the Advisor, (5) broader
commissions and issue and transfer taxes chargeable to the Trust in connection
with securities transactions to which the Trust is a party, (6) all taxes and
corporate fees payable by the Trust to federal, state or other governmental
agencies, (7) the cost of stock certificates representing shares of the Trust,
(8) fees and expenses involved in registering and maintaining registrations of
the Trust and of its shares with the Securities and Exchange Commission and
qualifying its shares under state or other securities laws including the
preparation and printing of prospectuses for filing with said Commission and
other authorities, (9) all expenses of shareholders' and trustees' meetings and
of preparing and printing reports to shareholders, and (l0) charges and expenses
of legal counsel for the Trust in connection with legal matters relating to the
Trust, including without limitation, legal services rendered in connection with
the Trust's corporate existence, corporate and financial structure and relations
with its shareholders, registrations and qualifications of securities under
federal, state and other laws, issues of securities and expenses which the Trust
has herein assumed.
The services of the Advisor to the Trust hereunder are not to be deemed
exclusive, and the Advisor shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
As compensation for the Advisor's services to the Trust, the Trust shall
pay to the Advisor a fee at the rate of 3/4 of 1% per annum of the average of
the daily aggregate net asset values of the Trust computed as of the close of
business of each business day.
Such compensation shall be payable in arrears at such intervals, not more
frequently than monthly and not less frequently than quarterly (except for an
additional fee), as the Board of Trustees of the Trust may from time to time
determine; provided that such compensation shall be paid proportionately for any
period ending with the termination of this agreement.
3. The Trust shall cause its books and accounts to be audited at least once
each year by a reputable, independent public accountant or organization of
public accountants who shall render a report to the Trust.
4. Subject to and in accordance with the Declaration of Trust of the Trust
and of the Advisor respectively, it is understood that the Trustees, officers,
agents and stockholders of the Trust are or may be interested in the Advisor (or
any successor thereof) as directors, officers or stockholders, or otherwise,
that directors, officers, agents and stockholders of the Advisor are or may be
interested in the Trust as Trustees, officers, stockholders or otherwise, that
the Advisor (or any such successor) is or may be interested in the Trust as
stockholder or otherwise and that the effect of any such adverse interests shall
be governed by said Declaration of Trust and the By-Laws.
5. No Trustee or shareholder of the Trust shall be personally liable under
this Agreement, all such liability being limited to the assets of the Trust.
6. The Advisor shall not be liable for any action taken, omitted or
suffered to be taken by it in its reasonable judgment, in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement, or in accordance with (or in the absence
of) specific directions or instructions from the Trust, provided, however, that
such acts or omissions shall not have resulted from the Advisor's willful
misfeasance, bad faith or gross negligence or reckless disregard by it of its
obligations and duties under this Agreement.
7. This Agreement shall continue in effect from the date hereof until __
November, 1992 and from year to year thereafter (a) if its continuance is
specifically approved on or before said date and at least annually thereafter by
vote of a majority of the outstanding voting securities of the Trust or by the
Board of Trustees of the Trust and (b) if the terms and any renewal of this
Agreement have been approved by the vote of a majority of the Trustees of the
Trust, who are not parties to this Agreement or interested persons, as that term
is defined in the Investment Company Act of 1940, of any such party, cast in
person at a meeting called for the purpose of voting on such approval, provided,
however, that (1) this Agreement may at any time be terminated without the
payment of any penalty either by vote of the Board of Trustees of the Trust or
by vote of a majority of the outstanding voting securities of the Trust, on not
more than sixty days' prior written notice to the Advisor, (2) this Agreement
shall immediately terminate in the event of its assignment (within the meaning
of the Investment Company Act of 1940) by either party to this Agreement, and
(3) this Agreement may be terminated by the Advisor on ninety days' prior
written notice to the Trust. Any notice under this Agreement shall be given in
writing addresses and delivered or mailed postpaid to the other party at any
office of such party.
This agreement may be amended at any time by mutual consent of the parties,
provided that such consent on the part of the Trust shall have been approved by
a vote of a majority of the outstanding voting securities of the Trust. A
"majority of the outstanding voting securities of the Trust" shall have, for all
purposes of this Agreement, the meaning provided therefore in said Investment
Company Act.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and year first above written.
THE MEESCHAERT CAPITAL ACCUMULATION TRUST
Attest: By:
President
Secretary
ANCHOR INVESTMENT MANAGEMENT CORP.
Attest: By:
Vice President
