Exhibit (h)(3)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the __th day of _____, ____ by
and between BOSTON ADVISORS TRUST, a Massachusetts business trust (the "Trust")
on behalf of its series Boston Advisors Cash Reserves Fund, Boston Advisors U.S.
Government Money Market Fund and Boston Advisors Tax Free Money Market Fund
(each, a "Fund" and collectively, the "Funds"), and BOSTON ADVISORS, INC., a
Massachusetts corporation (the "Adviser"), with respect to the following:
WHEREAS, the Adviser serves as the Investment Adviser to each Fund pursuant to
an Investment Adviser Agreement between the Trust on behalf of each Fund and the
Adviser, dated May 1, 2000; and
WHEREAS, the Adviser has voluntarily agreed to waive its fees and reimburse
expenses so that the total operating expenses for each Fund will not exceed the
percentage of average daily net assets as set forth on Exhibit A; and
---------
WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee waiver
and expense reimbursement arrangement for the period beginning May 1, 2000
through April 30, 2001.
NOW, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive its fees and reimburse expenses for the period
from May 1, 2000 to April 30, 2001 to the extent necessary to maintain the
expense ratios of Class 1 and Class 2 shares at not more than 0.90% and
0.75%, respectively, of their average net assets.
2. Upon the termination of any Investment Adviser Agreement as to any Fund,
this Agreement will automatically terminate as to that Fund.
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") will be resolved by
reference to that term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to the 1940
Act. In addition, if the effect of a requirement of the 1940 Act reflected
in any provision of this Agreement is revised by rule, regulation or order
of the SEC, that provision will be deemed to incorporate the effect of that
rule, regulation or order. Otherwise, the provisions of this Agreement
will be interpreted in accordance with the substantive laws of
Massachusetts.
4. This expense cap may be changed at any time after April 30, 2001 and does
not apply to brokerage commissions, taxes, interest and litigation,
indemnification and other extraordinary expenses.
5. To the extent that a Fund's total expense ratio falls below its expense
limit, the Adviser reserves the right to be reimbursed for advisory fees
waived and Fund expenses paid by it during the current fiscal year.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.
BOSTON ADVISORS TRUST
Attest:____________________ By:____________________________
Name: Name: ________________________
Title: _______________________
BOSTON ADVISORS, INC.
Attest:____________________ By:____________________________
Name: Name:
Title:
________________________________________________________________________________
-3-
