INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 1st day of March 1998, by and between Fortis
Worldwide Portfolios, Inc., a Minnesota corporation (the "Fund") and Fortis
Advisers, Inc., a Minnesota corporation ("Advisers").
1. INVESTMENT ADVISORY AND MANAGEMENT SERVICES.
The Fund hereby engages Advisers, and Advisers hereby agrees to act, as
investment adviser for, and to manage the affairs, business and the investment
of the assets of the Fund's International Equity Portfolio. Such Portfolio is
herein referred to as the "Portfolio" and other Portfolios of the Fund from time
to time created by the Board of Directors of the Fund are herein collectively
referred to as the "Portfolios."
The investment of the assets of the Portfolio shall at all times be subject
to the applicable provisions of the Articles of Incorporation, Bylaws,
Registration Statement and current Prospectus and Statement of Additional
Information of the Fund and shall conform to the policies and purposes of the
Fund and the Portfolio as set forth in the Registration Statement and Prospectus
and Statement of Additional Information and as interpreted from time to time by
the Board of Directors of the Fund. Within the framework of the investment
policies of the Portfolio, Advisers shall have the sole and exclusive
responsibility for the management of the Portfolio and the making and execution
of all investment decisions for the Portfolio. Advisers shall report to the
Board of Directors regularly at such times and in such detail as the Board may
from time to time determine to be appropriate, in order to permit the Board to
determine the adherence of Advisers to the investment policies of the Portfolio.
Advisers shall, at its own expense, furnish the Fund suitable office space,
and all necessary office facilities, equipment and personnel for servicing the
investments of the Portfolio. Advisers shall arrange, if requested by the Fund,
for officers, employees, or other affiliates of Advisers to serve without
compensation from the Fund as directors, officers, or employees of the Fund if
duly elected to such positions by the shareholders or directors of the Fund.
Advisers hereby acknowledges that all records necessary in the operation of
the Fund, including records pertaining to its shareholders and investments, are
the property of the Fund, and in the event that a transfer of management or
investment advisory services to someone other than Advisers should ever occur,
Advisers will promptly, and at its own cost, take all steps necessary to
segregate such records and deliver them to the Fund.
2. COMPENSATION FOR SERVICES.
In payment for all services, facilities, equipment and personnel, and for
other costs of Advisers hereunder, the Fund shall pay to Advisers a monthly fee
for the Portfolio, which fee shall be paid to Advisers not later than the fifth
business day of the month following the month in which such services are
rendered. Such monthly fee shall be at the rate or rates set forth below and
shall be based on the average of the net asset values of all of the issued and
outstanding shares of the Portfolio as determined as of the close of each
business day of the month pursuant to the Articles of Incorporation, Bylaws and
currently effective Prospectus and Statement of Additional Information of the
Fund. The following table sets forth the fees on a monthly and annual basis:
Monthly Equivalent Average Asset
Rate Annual Rate Values of the Portfolio
------- ----------- -----------------------
1/12 of 1.00% 1.00% On the first $500,000,000
Portfolio 1/12 of .9% .9% On average assets over
$500,000,000
The fees shall be prorated for any fraction of a month at the commencement
or termination of this Agreement.
3. ALLOCATION OF EXPENSES.
(a) In addition to the fee described in Section 2 hereof, the Fund shall
pay all its expenses which are not assumed by Advisers and/or Fortis Investors,
Inc. ("Investors"). These Fund expenses include, by way of example, but not by
way of limitation, the fees and expenses of directors and officers of the Fund
who are not "affiliated persons" of Advisers, interest expenses, taxes,
brokerage fees and commissions, fees and expenses of registering and qualifying
the Fund and its shares for distribution under federal and state securities
laws, expenses of preparing prospectuses and of printing and distributing
prospectuses annually to existing shareholders, custodian charges, auditing and
legal expenses, insurance expense, association membership dues, and the expense
of reports to shareholders, shareholders' meetings, and proxy solicitations.
Advisers shall bear the costs of acting as the Fund's transfer agent, registrar,
and dividend disbursing agent.
(b) Advisers or Investors shall bear all promotional expenses in
connection with the distribution of the Fund's shares, including paying for
prospectuses and shareholder reports for new shareholders, and the costs of
sales literature.
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4. LIMIT ON EXPENSES.
Advisers reserves the right, but shall not be obligated, to institute
further voluntary expense reimbursement programs, which shall be in such amounts
and based upon such terms and conditions as Advisers, in its sole and absolute
discretion, determines. Furthermore, Advisers reserves the absolute right to
discontinue any of such reimbursement programs at any time without notice to the
Fund.
5. FREEDOM TO DEAL WITH THIRD PARTIES.
Advisers shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
6. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
The effective date of this Agreement shall be March 1, 1998. Wherever
referred to in this Agreement, the vote or approval of the holders of a majority
of the outstanding voting securities of the Portfolio or the Fund shall mean the
vote of 67% or more of such securities if the holders of more than 50% of such
securities are present in person or by proxy or the vote of more than 50% of
such securities, whichever is less.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect only so long as such continuance is specifically approved at
least annually (a) by the Board of Directors of the Fund, or with respect to the
Portfolio by the vote of the holders of a majority of the outstanding voting
securities of the Portfolio, and (b) by a majority of the directors who are not
interested persons of Advisers or of the Fund cast in person at a meeting called
for the purpose of voting on such approval; provided that, if a majority of the
outstanding voting securities of the Portfolio approves this Agreement, this
Agreement shall continue in effect with respect to such approving Portfolio
whether or not the shareholders of any other Portfolios of the Fund approve this
Agreement.
This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Fund or by Advisers, upon
sixty (60) days' written notice to the other party. This Agreement may be
terminated with respect to the Portfolio at any time without the payment of any
penalty by the vote of the holders of a majority of the outstanding voting
securities of the Portfolio, upon sixty (60) days' written notice to Advisers.
Any such termination may be made effective with respect to both the investment
advisory and management services provided for in this Agreement or with respect
to either of such kinds of
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services. This Agreement shall automatically terminate in the event of its
assignment.
7. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until approved
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio which has approved and is subject to this Agreement. In addition, if
a majority of the outstanding voting securities of the Portfolio of the Fund
votes to amend this Agreement, such amendment shall be effective with respect to
such Portfolio whether or not the shareholders of any other Portfolios of the
Fund vote to adopt such amendment.
8. NOTICES.
Any notice under this Agreement shall be in writing, addressed, delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate in writing for receipt of such notice.
IN WITNESS WHEREOF, the Fund and Advisers have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
FORTIS WORLDWIDE PORTFOLIOS, INC.
By
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Xxxx X. Xxxxxxxx
Its President
FORTIS ADVISERS, INC.
By
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Xxxx X. Xxxxxxxx
Its Chief Executive Officer
