INFORMATION AGE PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 19th day of June, 1995, among Information Age
Portfolio, a New York trust (the "Trust"), Boston Management and Research, a
Massachusetts business trust, and ▇▇▇▇▇ ▇▇▇▇▇▇ Investment Management (Bermuda)
Limited (collectively the "Advisers").
1. Duties of the Advisers. The Trust hereby employs the Advisers to act as
investment advisers for and to manage the investment and reinvestment of the
assets of the Trust, subject to the supervision of the Trustees of the Trust,
for the period and on the terms set forth in this Agreement. Boston Management
and Research shall serve as adviser for United States investments (and cash
located in the United States) and ▇▇▇▇▇ ▇▇▇▇▇▇ Investment Management (Bermuda)
Limited shall serve as adviser for non-United States investments (and cash
located outside the United States).
The Advisers hereby accept such employment and undertake to afford to the
Trust the advice and assistance of the Advisers' organizations in the choice of
investments and in the purchase and sale of securities for the Trust and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Trust
and to pay the salaries and fees of all officers and Trustees of the Trust who
are members of the Advisers' organizations and all personnel of the Advisers
performing services relating to research and investment activities. The Advisers
shall for all purposes herein be deemed to be independent contractors and shall,
except as 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.
The Advisers shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of the Trust. As investment advisers to the Trust, the Advisers
shall furnish continuously an investment program and shall determine from time
to time what securities and other investments shall be acquired, disposed of or
exchanged and what portion of the Trust's assets shall be held uninvested,
subject always to the applicable restrictions of the Declaration of Trust,
By-Laws and registration statement of the Trust under the Investment Company Act
of 1940, all as from time to time amended. Should the Trustees of the Trust at
any time, however, make any specific determination as to investment policy for
the Trust and notify the Advisers thereof in writing, the Advisers shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified that such determination has been revoked. The Advisers
shall take, on behalf of the Trust, all actions which they deem necessary or
desirable to implement the investment policies of the Trust.
The Advisers shall place all orders for the purchase or sale of portfolio
securities for the account of the Trust either directly with the issuer or with
brokers or dealers selected by an Adviser, and to that end each Adviser is
authorized as the agent of the Trust to give instructions to the custodian of
the Trust as to deliveries of securities and payments of cash for the account of
the Trust. In connection with the selection of such brokers or dealers and the
placing of such orders, each Adviser shall use its best efforts to seek to
execute security transactions at prices which are advantageous to the Trust and
(when a disclosed commission is being charged) at reasonably competitive
commission rates. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Advisers and each Adviser is
expressly authorized to pay any broker or dealer who provides such brokerage and
research services a commission for executing a security transaction which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Adviser determines in good faith that such
amount of commission is 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 which the Adviser
and its affiliates have with respect to accounts over which they exercise
investment discretion. Subject to the requirement set forth in the second
sentence of this paragraph, an Adviser is authorized to consider, as a factor in
the selection of any broker or dealer with whom purchase or sale orders may be
placed, the fact that such broker or dealer has sold or is selling shares of any
one or more investment companies sponsored by Boston Management and Research or
its affiliates or shares of any other investment company investing in the Trust.
The Advisers shall not be responsible for providing certain special
administrative services to the Trust under this Agreement. ▇▇▇▇▇ ▇▇▇▇▇
Management, in its capacity as Administrator of the Trust, shall be responsible
for providing such services to the Trust under the Trust's separate
Administration Agreement with the Administrator.
2. Compensation of the Advisers. For the services, payments and facilities
to be furnished hereunder by the Advisers, the Advisers shall be entitled to
receive from the Trust a monthly advisory fee, to be divided equally between the
Advisers, computed by applying the annual asset rate applicable to that portion
of the total daily net assets of the Trust throughout the month in each Category
as indicated below:
Category Daily Net Assets Annual Asset Rate
1 up to $500 million 0.75%
2 $500 million but less than $1 billion 0.70%
3 $1 billion but less than $1.5 billion 0.65%
4 $1.5 billion but less than $2 billion 0.60%
5 $2 billion but less than $3 billion 0.55%
6 $3 billion and over 0.50%
Such advisory fee shall be paid monthly in arrears on the last business day
of each month. The Trust's net asset value shall be computed in accordance with
the Declaration of Trust of the Trust and any applicable votes and
determinations of the Trustees of the Trust. In case of initiation or
termination of the Agreement during any month, the fee for that month shall be
based on the number of calendar days during which it is in effect.
An Adviser may, from time to time, waive all or a part of the above
compensation to which it is entitled hereunder.
3. Allocation of Charges and Expenses. It is understood that the Trust will
pay all expenses other than those expressly stated to be payable by the Advisers
hereunder, which expenses payable by the Trust shall include, without implied
limitation, (i) expenses of maintaining the Trust and continuing its existence,
(ii) registration of the Trust under the Investment Company Act of 1940, (iii)
commissions, fees and other expenses connected with the acquisition, holding and
disposition of securities and other investments, (iv) auditing, accounting and
legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses
of issue, sale, and redemption of Interests in the Trust, (viii) expenses of
registering and qualifying the Trust and Interests in the Trust under federal
and state securities laws and of preparing and printing registration statements
or other offering statements or memoranda for such purposes and for distributing
the same to Holders and investors, and fees and expenses of registering and
maintaining registrations of the Trust and of the Trust's placement agent as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to Holders and of meetings of Holders and proxy solicitations therefor,
(x) expenses of reports to governmental officers and commissions, (xi) insurance
expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Trust
(including without limitation safekeeping of funds, securities and other
investments, keeping of books, accounts and records, and determination of net
asset values, book capital account balances and tax capital account balances),
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, Holder servicing agents and registrars for all services to the Trust,
(xv) expenses for servicing the account of Holders, (xvi) any direct charges to
Holders approved by the Trustees of the Trust, (xvii) compensation and expenses
of Trustees of the Trust who are not members of one of the Advisers'
organizations, and (xviii) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees, officers and Holders with
respect thereto.
4. Other Interests. It is understood that Trustees and officers of the
Trust and Holders of Interests in the Trust are or may be or become interested
in an Adviser as trustees, shareholders or otherwise and that trustees, officers
and shareholders of the Adviser are or may be or become similarly interested in
the Trust, and that the Adviser may be or become interested in the Trust as
Holder or otherwise. It is also understood that trustees, officers, employees
and shareholders of an Adviser may be or become interested (as directors,
trustees, officers, employees, shareholders or otherwise) in other companies or
entities (including, without limitation, other investment companies) which the
Adviser may organize, sponsor or acquire, or with which it may merge or
consolidate, and which may include the words "▇▇▇▇▇ ▇▇▇▇▇" or "Boston Management
and Research" or any combination thereof as part of their names, and that an
Adviser or their subsidiaries or affiliates may enter into advisory or
management agreements or other contracts or relationships with such other
companies or entities.
5. Limitation of Liability of the Advisers. The services of the Advisers to
the Trust are not to be deemed to be exclusive, the Advisers being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of an Adviser, the
Advisers shall not be subject to liability to the Trust or to any Holder of
Interests in the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses which may be sustained in
the acquisition, holding or disposition of any security or other investment.
6. Sub-Investment Advisers. The Advisers may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Advisers, including the selection of brokers or dealers to
execute the Trust's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Advisers and such investment
adviser and approved by the Trustees of the Trust, all as permitted by the
Investment Company Act of 1940.
7. Duration and Termination of this Agreement. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect, with respect to each Adviser
separately, through and including February 28, 1996 and shall continue in full
force and effect indefinitely thereafter, but only so long as such continuance
after February 28, 1996 is specifically approved at least annually (i) by the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Trust and (ii) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Advisers or the
Trust cast in person at a meeting called for the purpose of voting on such
approval.
Any party hereto may, at any time on sixty (60) days' prior written notice
to the others, terminate that party's obligations hereunder, or, in the case of
the Trust, terminate this Agreement in its entirety, without the payment of any
penalty, by action of Trustees of the Trust or the trustees or directors of an
Adviser, as the case may be, and the Trust may, at any time upon such written
notice to an Adviser, terminate this Agreement with respect to such Adviser by
vote of a majority of the outstanding voting securities of the Trust. This
Agreement shall terminate automatically in the event of its assignment.
8. Amendments of the Agreement. This Agreement may be amended by a writing
signed by all parties hereto, provided that no amendment to this Agreement shall
be effective until approved (i) by the vote of a majority of those Trustees of
the Trust who are not interested persons of an Adviser or the Trust cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of the outstanding voting securities of the Trust.
9. Limitation of Liability. The Advisers expressly acknowledge the
provision in the Declaration of Trust of the Trust (Section 5.2 and 5.6)
limiting the personal liability of the Trustees and officers of the Trust, and
each Adviser hereby agrees that it shall have recourse to the Trust for payment
of claims or obligations as between the Trust and the Adviser arising out of
this Agreement and shall not seek satisfaction from any Trustee or officer of
the Trust.
10. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of Holders, of
the lesser of (a) 67 per centum or more of the Interests in the Trust present or
represented by proxy at the meeting if the Holders of more than 50 per centum of
the outstanding Interests in the Trust are present or represented by proxy at
the meeting, or (b) more than 50 per centum of the outstanding Interests in the
Trust. The terms "Holders" and "Interests" when used herein shall have the
respective meanings specified in the Declaration of Trust of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
INFORMATION AGE PORTFOLIO
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Executed in Hamilton, Bermuda
BOSTON MANAGEMENT AND RESEARCH
By:/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President, and not individually
▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT MANAGEMENT (BERMUDA) LIMITED
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Vice President