SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ANCHOR RESOURCE AND COMMODITY TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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ANCHOR RESOURCE AND COMMODITY TRUST
579 Pleasant Street, Suite 4
Paxton, Massachusetts 01612
(508) 831-1171
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 30, 1999
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To The Shareholders of Anchor Resource and Commodity Trust:
Notice is hereby given that a Special Meeting of the Shareholders of
Anchor Resource and Commodity Trust (the "Trust") will be held at 579 Pleasant
Street, Suite 4, Paxton, Massachusetts 01612 on November 30, 1999, at 12:05
p.m., or any adjournment thereof, for the following purposes:
(a) To consider and act upon a proposal to approve a new Investment
Advisory Contract between the Trust and its current Investment Adviser,
Anchor Investment Management Corporation ("Anchor"), which would increase
the investment management fee paid by the Trust to Anchor from 0.75% to
1.50% per annum.
(b) To ratify the selection of Livingston & Haynes,
P.C. as independent accountants for the Trust for its fiscal
year ending December 31, 1999 ("Proposal No. 2");
(c) To transact such other business as may properly come before the
meeting, or any adjournments thereof.
If any of such Proposals are not approved by the Trust's
shareholders, the Trust will not consummate the transactions contemplated in
such unapproved Proposal, and each such Proposal shall be deemed disapproved.
Shareholders of record at the close of business on November 1, 1999 are entitled
to vote at the meeting and at any adjournment thereof. The Proposals are more
fully discussed in the Proxy Statement. Please read it carefully before telling
us, through your proxy, how you wish your shares to be voted. The Board of
Trustees of the Trust, a majority of which is independent from the Investment
Adviser and Meeschaert & Co., Inc., the Trust's principal underwriter, has
unanimously approved each Proposal and recommends that you vote FOR each
proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
David Y. Williams, Secretary
November ___, 1999
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Shareholders who do not expect to attend the meeting are requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary duplicate mailings, we
ask your cooperation in promptly mailing your proxy no matter how large or small
your holdings may be.
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ANCHOR RESOURCE AND COMMODITY TRUST
579 Pleasant Street, Suite 4
Paxton, Massachusetts 01612
(508) 831-1171
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PROXY STATEMENT
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Meeting of Shareholders
To Be Held November 30, 1999
I N T R O D U C T I O N
This statement is furnished to the shareholders of Anchor Resource and Commodity
Trust (the "Trust") in connection with the solicitation by, and on behalf of,
the Trust's Board of Trustees or proxies to be used at a meeting (the "Meeting")
to be held at 579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612 on
November 30, 1999, at 12:05 p.m., or any adjournment thereof. It is expected
that the mailing of this proxy statement and form of proxy will be made on or
about November 21, 1999.
The enclosed proxy, if properly executed and returned, will be voted (or
withheld from voting) in accordance with the choices specified therein. The
proxy will be voted in favor of each Proposal unless a choice is indicated to
vote against or to abstain from voting on that Proposal. If a shareholder
executes and returns a proxy but fails to indicate how the votes should be cast,
the proxy will be voted in favor of each Proposal. The proxy may be revoked at
any time prior to the voting by (1) writing to the Secretary of the Trust at 579
Pleasant Street, Suite 4, Paxton, Massachusetts 01612; (2) attending the meeting
and voting in person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).
The cost of preparation and distribution of these proxy materials is an expense
of the Trust. In addition to the solicitation of proxies by mail, proxies may be
solicited by officers or employees of the Trust's Investment Adviser, Anchor
Investment Management Corporation (the "Investment Adviser"), personally or by
telephone or telegraph. Any expenses so incurred will also be borne by the
Trust. Brokers, banks, and other fiduciaries may be requested to forward
soliciting material to their principals and to obtain authorization for the
execution of proxies. For those services, if any, they will be reimbursed by the
Trust for their out-of-pocket expenses.
The Trust's most recent annual and semi-annual reports are available upon
request without charge from the Secretary of the Trust at the address and
telephone number noted above.
Shares Outstanding and Entitled to Vote. As of November 1, 1999, the record
date, there were 498,024 shares of the Trust issued and outstanding. All shares
of the Trust have equal voting rights, and the holders of shares are entitled to
one vote for each share (and a fractional vote for a fractional share) held of
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record at the close of business on the record date. Each Trustee and 5%
shareholder named, and all Trustees and officers as a group, have sole voting
power and sole investment power with respect to the shares shown. Information
with respect to beneficial ownership by such shareholders is based upon
information furnished by each shareholder. As of November 1, 1999, the number of
shares beneficially owned by each 5% shareholder, Trustee and of the Trustees
and officers as a group was as follows:
Trustees and Officers Number of % of Outstanding
Shares Shares
Ernest Butler (1) 0 0
Spencer H. LeMenager (1) 160.137 0.032
David W. C. Putnam (1) 0 0
J. Stephen Putnam (1) 0 0
David Y. Williams (1)(2) 0 0
Christopher Y. Williams(1) 0 0
Joseph C. Williams (1) 0 0
All Trustees and Officers 160.137 0.032
as a group
Merrill Lynch 155,308.943 31.19
F/B/O Bip Lyon
225 Liberty Street
World Financial Center,
South Tower
New York, NY 10080
Wendel & Co. 341,350.618 68.54
c/o Bank of New York
PO Box 1066 Wall Street
Station
New York, NY 10280
(1) The address of each Trustee and officer is c/o Christopher Williams, 579
Pleasant Street, Suite 4, Paxton, Massachusetts 01612.
(2) Interested person as defined in the Investment Company Act of 1940, as
amended, because of his affiliation with the Trust's Investment Adviser
and Distributor.
APPROVAL OF NEW INVESTMENT ADVISORY
CONTRACT
(Proposal No. 1)
Background. The Trust is managed by the Investment Adviser pursuant to an
Investment Advisory Contract (the "Current Contract") dated June 22, 1998, and
subject to the authority of its Board of Trustees. The Investment Adviser is
located at 579 Pleasant Street, Suite 4, Paxton, Massachusetts 01612, where the
Trust's principal offices are also located.
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The Current Contract was submitted to and approved by shareholders at a meeting
held on June 22, 1998 when it was also approved by the Board of Trustees,
including a majority of the Trustees who are not "interested persons" (the
"Independent Trustees"), as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
The Proposed Contract was approved by the Board of Trustees, including a
majority of the Independent Trustees, on September 13, 1999, subject to
shareholder approval.
Under the Current Contract the Investment Adviser provides the Trust with
investment management services. Subject to such policies as the Board of
Trustees may determine, the Investment Adviser makes investment decisions for
the Trust. For its service, the Investment Adviser receives an annual management
fee under the Current Contract computed and paid monthly, in an amount equal to
0.75% of the average daily net assets of the Trust on an annualized basis.
At the Special Meeting, shareholders of the Trust will be asked to approve a new
Investment Advisory Agreement (the "Proposed Agreement"), pursuant to which the
investment management fee paid by the Trust to the Investment Adviser would be
increased from 0.75% to 1.50% of the Trust's average daily net assets on an
annualized basis. This fee increase is the only difference between the Current
Contract and the Proposed Contract. A description of the Proposed Contract and
the services provided by the Investment Adviser thereunder is set forth below.
Description Of Proposed Contract. Under the Proposed Contract, investment
advisory and administrative services would continue to be performed by the same
personnel currently performing such services for the Trust under the Current
Contract as employees of the Investment Adviser. The Trust would continue to be
responsible for all its expenses not assumed by the Investment Adviser under the
Current Contract including, without limitation, the fees and expenses of the
custodian and transfer agent; costs incurred in determining the Trust's net
asset value and keeping its books; the cost of share certificates; membership
dues in investment company organizations; distributions and brokerage
commissions and fees; fees and expenses of registering its shares; expenses of
reports to shareholders, proxy statements and other expense of shareholders'
meetings; insurance premiums; printing and mailing expenses; interest, taxes and
corporate fees; legal and accounting expenses; and fees and expenses of Trustees
not affiliated with the Investment Adviser. The Trust will also bear expenses
incurred in connection with any litigation in which the Trust is a party and the
legal obligation the Trust may have to indemnify its Officers and Trustees with
respect thereto.
The Current Contract will expire by its terms on June 21,2000. If approved by
the shareholders, the Proposed Advisory Contract would be effective as of the
date of such approval and, like the Current Contract, may be extended from year
to year if approved at least annually (a) by the vote of a majority of the
outstanding shares of the Trust or by the Board of Trustees, and in either case,
(b) by vote of a majority of the Trustees of the Trust who are not parties to
the contract or "interested persons" (as that term is defined in the 1940 Act)
of any such party cast in person at a meeting called for such purpose. The
Proposed Advisory Contract is substantially identical to the Current Contract
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with respect to the provisions of investment advisory services to the Trust; the
only material difference is that all purely administrative services under the
Current Contract are deleted therefrom and will be performed by the Investment
Adviser under the Proposed Administration Agreement. Amendments to the Proposed
Advisory Contract require similar approval by the shareholders and
"disinterested" Trustees. The Current Contract is terminable at any time without
penalty by the Board of Trustees of the Trust or by vote of a majority of the
Trust's shares on 60 days' written notice or by the Investment Adviser on 90
days' written notice. The Current Contract terminates automatically in the event
of its assignment.
In approving the Proposed Contract and recommending its approval by
shareholders, the Trustees considered the best interests of the shareholders of
the Trust, and took into account all such factors as they deemed relevant. The
principal factors considered by the Trustees were the increased expenses
incurred by the Investment Adviser in managing the Trust's portfolio after the
merger and transfer of the assets of Anchor Strategic Assets Trust into the
Trust, and that the proposed management fee, while higher than most other
investment management companies, remains competitive with fees charged by other
advisers for the management of similar portfolios. The Trustees also considered
the nature, quality and scope of the services provided by the Investment
Adviser, and concluded that the proposed management fee is reasonable in light
of the comparative fee information, the Investment Adviser's expenses in
managing the Trust's portfolios, and the nature, quality and scope of services
by the Investment Adviser to the Trust.
Based on all of these factors, the Board of Trustees unanimously recommends that
shareholders of the Trust approve the Proposed Contract.
EFFECT OF AN INCREASE IN THE MANAGEMENT FEE
The effect of the proposed increase in the Trust's management fee from 0.75% to
1.50% per annum is illustrated below. For the fiscal period ended December 31,
1998, this information illustrates the amount the Trust paid to the Investment
Adviser under the present fee of 0.75% per annum, and the amount the Trust would
have paid to the Investment Adviser had the proposed fee of 1.50% per annum been
in effect for the entire period.
Period ended December 31, 1998
Management Fee Percentage of Amount of Fee Change
Average Daily
Net Assets
Present Fee 0.75% $49,052
Proposed Fee 1.50% $98,104
Difference 0.75% $49,052 50%
In addition to its provision of investment management services to the Trust, the
Investment Adviser provides administrative services to the Trust under an
Administration Agreement approved by the shareholders on June 22, 1998. Under
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this Agreement, the Investment Adviser furnishes to the Trust administrative
services, office space, equipment, clerical personnel, and statistical and
research facilities, for which it received an administrative services fee from
the Trust of $ 14,500 (equivalent on an annualized basis to 0.22% of the Trust's
average daily net assets) for the fiscal period ending December 31, 1998.
ANNUAL FUND OPERATING EXPENSES
CURRENT EXPENSES PRO FORMA EXPENSES
Management Fees....... $26,250.00 $52,500.00
Other expenses........ $69,000.00 $69,000.00
Total Annual Fund
Operating Expenses.... $95,250 $121,500.00
EXAMPLES
The following examples are intended to help shareholders compare the costs of
investing in the Trust under the current annual fund operating expenses and the
pro forma annual fund operating expenses. The examples assume that a shareholder
invests $10,000 in the Fund for the time periods indicated and then redeems all
of the shares at the end of those periods. The example also assumes that a
shareholder's investment has a 5% annual return each year and that the Fund's
operating expenses remain the same each year. Although a shareholder's actual
costs may be higher or lower, based on these assumptions, the shareholder's
costs would be:
CURRENT EXAMPLE PRO FORMA EXAMPLE
Fees and Expenses if
you sold shares after:
1 Year $275 $350
3 Years $844 $1065
5 Years $1440 $1803
10 Years $3051 $3747
Investment Adviser. In addition to the Trust, the Investment Adviser also serves
as investment adviser for the Anchor Gold and Currency Trust and the Anchor
International Bond Trust. The management fees paid or to be paid to the
Investment Adviser for each such Trust equal 3/4 of 1% per annum of the average
of the daily aggregate net values of the respective trusts' assets computed as
of the close of business of each business day. Until its recent merger with the
Trust, the Strategic Assets Trust which had been managed by the Investment
Adviser paid a management fee equal to 1-1/2% per annum of the average of the
daily aggregate net value of the Trust's assets.
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The Investment Adviser's Principal Executive Officer and Directors, including
their respective addresses and principal occupations, are as follows:
Luc E. Meeschaert, Chairman and Director; his principal occupation is
being Chief Executive Officer of Societe D'Etudes et de Gestion
Financieres Meeschaert, S.A.; his address is 23 rue Drouot, 75009 Paris,
France.
David Y. Williams, President and Director; Mr. Williams is
also a Trustee of the Trust and a Director and President
of Meeschaert & Co., Inc., the Trust's principal
underwriter; his address is 579 Pleasant Street, Paxton,
Massachusetts 01612
Since November 14, 1990, the Investment Adviser has been 95% owned by Luc E.
Meeschaert and 5% owned by David Y. Williams. All of such outstanding shares of
stock of the Investment Adviser are voting shares with equal voting rights. Mr.
Luc Meeschaert's address is 23 rue Drouot, 75009 Paris, France. Mr. Williams is
the only Trustee of the Trust who, since January 1, 1989, owned any securities
of, or had any other material direct or indirect interest in, the Investment
Adviser, or any person controlling, controlled by or under common control with
the Investment Adviser. As a shareholder of the Investment Adviser, Mr. Williams
may indirectly benefit from any compensation paid to the Investment Adviser by
the Trust.
The total brokerage commissions paid by the Trust for its fiscal year ended
December 31, 1998, were $28,848. The only broker affiliated with the Trust,
Meeschaert & Co., Inc. (the "Distributor") received $17,563 in brokerage
commissions during such fiscal year, representing 60.88% of the total
commissions paid. The aggregate dollar value of transactions effected by the
Trust on which commissions were paid during such fiscal year was $11,458,620.
The dollar value of such transactions effected through the Distributor was
$7,905,360, representing 68.99% of such total transactions.
Decisions to buy and sell securities for the Trust are made pursuant to
recommendations by the Investment Adviser. The Trust, through the Investment
Adviser, seeks to execute its transactions on the most favorable terms and in
the most effective manner possible. To the extent consistent with the policy of
seeking best price and execution, a portion of the Trust's transactions may be
executed through the Distributor, which is an affiliate of the Investment
Adviser. In the event that this occurs, it will be on the basis of what
management believes to be current information as to rates which are generally
competitive with the rates available from other responsible brokers and the
lowest rates, if any, currently offered by the Distributor. In selecting among
broker-dealer firms to execute its transactions, the Trust, through the
Investment Adviser, may give consideration to those firms which have sole, or
are selling, shares of the Trust. No persons acting on behalf of the Trust are
authorized to pay a broker a brokerage commission in excess of that which
another broker might have charged for effecting the same transaction.
The Distributor is 50% owned by Luc E. Meeschaert and 50% owned by David Y.
Williams. The Investment Adviser and the Distributor are affiliated through
common control with Societe D'Etudes et de Gestion Financieres Meeschaert, S.A.
("Societe D'Etudes"), one of France's largest privately-owned investment
management firms. Societe D'Etudes was established in Roubaix, France, in 1935
by Emile C. Meeschaert, and presently manages, with full discretion, an
aggregate amount of approximately $1.5 billion for about 8,000 individual (and
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institutional) customers with $250 million in French mutual funds managed by the
organization. Luc E. Meeschaert is the Chief Executive Officer and a Director of
Societe D'Etudes and owns approximately 59% of its outstanding shares, which in
turn is the beneficial owner of 68.54% of the Trust's shares.
A true, complete and correct copy of the Proposed Investment Advisory Contract
is attached hereto as Exhibit A. The descriptions of such Contract set forth
herein is qualified in its entirety by reference to Exhibit A. The Board of
Trustees determined at a meeting on September 13, 1999 to submit the terms of
the Proposed Contract to the shareholders of the Trust for their approval.
As previously noted, the Proposed Contract will become effective on the date
that shareholders approve the Proposed Contract. The Proposed Contract will
remain in effect for 2 years after such effective date, and thereafter for
successive annual periods as long as such continuance is approved at least
annually by the Trustees or by the vote of a majority of the outstanding voting
securities of the Trust. The Proposed Contract is terminable at any time without
penalty by the Board of Trustees of the Trust or by vote of a majority of the
Trust's shares on 60 day's written notice or by the Investment adviser on 90
days' written notice.
Vote Required. An affirmative vote of the holders of a "majority" (as defined in
the Investment Company Act) of the outstanding voting securities of the Trust is
required for approval of the Proposed Contract. Such "majority" vote is defined
in the Investment Company Act as the vote of the holders of the lesser of: (i)
67% or more of the voting securities present or represented by proxy at the
Meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities. The Board of Trustees recommends a vote in favor of approving
the Proposed Contracts.
SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 2)
The Board of Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust, has selected the firm of
Livingston & Haynes, P.C. as independent auditors of the Trust for its fiscal
year ending December 31, 1999. The Trust knows of no direct or indirect
financial interest of such firm in the Trust. Such selection is subject to
ratification or rejection by the shareholders of the Trust. In addition, the
vote of the Trustees is subject to the right of the Trust, by vote of a majority
of its outstanding voting securities at any meeting called for the purpose of
voting on such action, to terminate such employment without penalty. Unless a
contrary specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors. Representatives of Livingston &
Haynes, P.C. are not expected to be present at the meeting of the shareholders.
Livingston Haynes, P.C. also acts as independent auditors for the
Investment Adviser and all the other investment companies for which the
Investment Adviser acts as investment adviser. The fees received by Livingston &
Haynes, P.C. from these other entities are substantially greater, in the
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aggregate, than the total fees received by it from the Trust. The Board of
Trustees of the Trust considered the fact that Livingston & Haynes, P.C. has
been retained as the independent auditors of the Investment Adviser and the
other entities described above in its evaluation of the independence of
Livingston & Haynes, P.C. with respect to the Trust.
Vote Required. An affirmative vote of the holders of a "majority" of
the outstanding voting securities of the Trust is required for approval of this
Proposal. The requirements for such "majority" vote under the Investment Company
Act are the same as those described above for Proposal No. 1. The Board of
Trustees recommends a vote in favor of approving this Proposal.
ADDITIONAL INFORMATION
RECEIPT OF SHAREHOLDER PROPOSALS
The Trust is not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either the
Trust or the shareholders. Under the Security Exchange Commission's proxy rules,
shareholder proposals which meet certain conditions may be included in the
Trust's proxy statement and proxy for a particular meeting. Those rules require
that for future meetings, the shareholder must be a record or beneficial owner
of Trust shares with a value of at least $1,000 at the time the proposal is
submitted and for one year prior thereto, and must continue to own such shares
through the date on which the meeting is held. Another requirement relates to
the timely receipt by the Trust of any such proposal. Under those rules, a
proposal submitted for inclusion in the Trust's proxy material for the next
meeting after the meet to which this proxy statement relates must be received by
the Trust a reasonable time before the solicitation is made. The fact that the
Trust receives a proposal from a qualified shareholder in a timely manner does
not ensure its inclusion in the proxy material, since there are other
requirements under the proxy rules for such inclusion.
OTHER BUSINESS
Management of the Trust knows of no business other than the matters specified
above which will be presented at the Meeting. Since matters not known at the
time of the solicitation may come before the Meeting, the proxy as solicited
confers discretionary authority with respect to such matters as properly come
before the Meeting, including any adjournment or adjournments thereof, and it is
the intention of the persons named as attorneys-in-fact in the proxy to vote the
proxy in accordance with their judgment on such matters.
By Order of the Board of Trustees,
David Y. Williams, Secretary
November ___, 1999
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PROXY
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ANCHOR RESOURCE AND COMMODITY TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Special Meeting of Stockholders - November 30, 1999
The undersigned hereby appoints David Y. Williams, Christopher Y. Williams, and
Peter K. Blume, and each of them, the proxies of the undersigned, with power of
substitution to each of them to vote all shares of Anchor Resource and Commodity
Trust which the undersigned is entitled to vote at the Special Meeting of
Stockholders of Anchor Resource and Commodity Trust to be held on November 30,
1999 at 12:05 p.m., at 579 Pleasant Street, Suite 4, Paxton, Massachusetts
01612, and at any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS (1), (2), AND (3).
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1. Proposal to Approve New Investment FOR [__] AGAINST [__] ABSTAIN [__]
Advisory Contract with Anchor Investment
Management Corporation.
2. Ratification of the selection of FOR [__] AGAINST [__] ABSTAIN [__]
Livingston & Haynes, P.C. as
independent certified public accountants
of the Trust for its fiscal year
ending December 31, 1999.
3. In their discretion on any other FOR [__] AGAINST [__] ABSTAIN [__]
business which may properly come before
the meeting or any adjournments thereof.
Please sign exactly as your name or names
appear at left. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
-----------------------------------------
(Signature of Stockholder)
-----------------------------------------
(Signature of joint owner, if any)
Date __________________________, 1999
PLEASE SIGN AND RETURN PROMPLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
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PROPOSED INVESTMENT ADVISORY CONTRACT
AGREEMENT made this 22nd day of June, 1998 by and between Anchor Resource
and Commodity 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 investment advisory
and management 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 or cause to be furnished
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, (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, and (11) the charges of the Trust's administrator for providing
and coordinating the foregoing administrative services to the Trust.
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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 June
21, 2000 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
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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.
ANCHOR RESOURCE AND COMMODITY TRUST
Attest: By:
President
ANCHOR INVESTMENT MANAGEMENT CORP.
Attest: By:
President
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