EXHIBIT 23(d)
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement made as of the 23rd day of
September, 1999, by and between Investors Capital Funds, a Delaware business
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 Eastern Point Advisors, Inc. a Massachusetts Corporation
(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");
and
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisors Act of 1940, as amended;
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 "Commission") 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,
including the Advisor. 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 maintian, 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. 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.
4. 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.
5. 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.
6. Duration and Termination. This Agreement shall become effective at
the time the Trust's initial Registration Statement under the Securities Act of
1933 with respect to the shares of the Trust is declared effective by the
Commission and shall remain in effect for a period of two (2) year, 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.
7. 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.
8. 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.
9. 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 there by. 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 Commonwealth of Massachusetts.
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.
INVESTORS CAPITAL FUNDS
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
EASTERN POINT ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Schedule A
INVESTMENT ADVISORY AGREEMENT
between
INVESTORS CAPITAL FUNDS
and
EASTERN POINT ADVISORS, INC.
Name of Fund Compensation*
Investors Capital Internet Fund 1.50% of the average daily net assets of the
Fund
Investors Capital Twenty Fund 1.50% of the average daily net assets of the
Fund
* All fees are computed and paid monthly.
