EXHIBIT 5.1
NATIONAL WORLDWIDE OPPORTUNITIES FUND
MANAGEMENT AGREEMENT
AGREEMENT made this 14th day of May, 1993 by and between NATIONAL WORLDWIDE
OPPORTUNITIES FUND, a Massachusetts business trust (hereinafter called the
"Fund") and NATIONAL SECURITIES & RESEARCH CORPORATION, a New York corporation
(hereinafter called the "Manager").
1. The Manager, at its expense, undertakes to afford to the Fund the advice and
assistance of the Manager's organization with respect to the acquisition, by
purchase, exchange, subscription or otherwise, the holding and the disposal
through sale, exchange or otherwise, of securities; and advice and
recommendations with respect to other aspects of the business and affairs of the
Fund; and shall, subject to the Board of Trustees of the Fund and in cooperation
with the officers of the Fund, administer the business and affairs of the Fund.
The Manager shall, in acting hereunder be an independent contractor and shall
not be an agent of the Fund.
2. The Manager, at its expense, shall furnish to the Trustees and officers of
the Fund all statistical information reasonably required by them and reasonably
available to the Manager; shall furnish the Fund an office, and with ordinary
clerical and bookkeeping services at such office; and shall authorize and permit
any such of its directors, officers and employees who may be elected as trustees
or officers of the Fund, to serve in the capacities to which they are elected.
All services to be furnished by the Manager under this agreement may be
furnished through the medium of any such directors, officers or employees of the
Manager. The investment policies, the administration of its business and
affairs, and all other acts of the Fund are and shall at all times be subject to
the approval and direction of the Trustees of the Fund.
3. The Fund shall at all times keep the Manager fully informed with regard to
the securities owned by it, its funds available or to become available for
investment, and generally as to the condition of its affairs. It shall furnish
National with a certified copy of all financial statements, and a signed copy of
each report prepared by Certified Public Accountants and with such other
information with regard to its affairs as the Manager may, from time to time,
reasonably request.
4. The Fund will pay all its expenses other than those expressly stated to be
payable by the Manager hereunder. Expenses payable by the Fund shall include,
but not be limited to, interest charges, taxes, fees and commissions of every
kind, expenses of issue, sale, repurchase or redemption of shares, expenses of
registering or
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qualifying shares for sale, all charges of custodians (including sums as
custodian and for keeping books, performing portfolio valuation and rendering
other services to the Fund), transfer agents including the printing and mailing
of reports and notices to shareholders, registrars, auditors and legal counsel,
expenses of preparing, printing and distributing all proxy material,
prospectuses, reports and notices to shareholders, and all costs incident to the
Fund's organization and existence.
5. The services of the Manager to the Fund are not to be deemed to be exclusive,
the Manager being free to render services to others and to engage in other
activities.
6. As compensation for the services provided and the facilities furnished by the
Manager, the Fund agrees to pay to the Manager a management fee payable monthly,
computed from the average daily net assets of the Fund that month and based on
the following annual rates:
.75% (3/4 of 1%) on the first $100 million of net assets;
.625% on next $50 million;
.60% on next $50 million;
.575% on next $50 million:
.55% on next $50 million;
.525% on next $50 million;
.50% on net assets over $350 million.
7. Notwithstanding any of the above provisions, the Manager shall reimburse the
Fund to the extent that in any fiscal year aggregate annual expenses of the
Fund, exclusive of taxes, interest, brokerage fees, payments made pursuant to
the Fund's Rule 12b-1 distribution plan and extraordinary charges such as
litigation costs, exceed the most restrictive expense limitations imposed by any
state in which the Fund's shares are qualified for sale.
8. The Manager assumes no responsibility under this agreement other than to
render the services called for hereunder in good faith and shall not be
responsible for any action of the Trustees of the Fund in following or declining
to follow any advice or recommendation of the Manager. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Manager, the Manager shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.
9. This agreement shall terminate automatically in the event of its assignment;
the term "assignment" for this purpose having the meaning defined in Section
2(a) (4) of the Investment Company Act of 1940, as amended (the "Act").
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10. This agreement may be terminated at any time, without the payment of any
penalty, (a) by the Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund as defined in the Act, by 60 days'
written notice addressed to the Manager at its principal place of business; and
(b) by the Manager by 60 days' written notice addressed to the Fund at its
principal place of business.
11. The Declaration of Trust ("Declaration") establishing the Fund, dated
November 4, 1991, a copy of which in on file in the office of the Secretary of
the Commonwealth of Massachusetts, provides that the name "National Worldwide
Opportunities Fund" refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Fund may be held to any personal liability,
nor may resort be had to their private property for the satisfaction of any
obligation or claim or otherwise in connection with the affairs of said Fund but
the Fund property only shall be liable.
12. This agreement has been approved by the Trustees of the Fund and shall be
submitted for approval of the shareholders of the Fund. If approved by a vote of
a majority of the outstanding voting securities of the Fund as defined in the
Act, the agreement shall continue in effect for a period of two years from the
date of its execution and thereafter for successive annual periods, provided
that such continuance is specifically approved annually by the Board of Trustees
(including a majority of the Trustees who are not interested parties hereto as
defined in the Act by a vote cast in person at a meeting called for such
purpose) or by a majority of the outstanding voting securities of the Fund, as
defined in the Act.
IN WITNESS THEREOF, the parties hereto have caused this agreement to be executed
by their officers thereunto duly authorized.
NATIONAL WORLDWIDE OPPORTUNITIES FUND
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Vice President
Attest:
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Assistant Secretary
NATIONAL SECURITIES & RESEARCH CORPORATION
By: /s/ Xxxxx XxXxxxx
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Xxxxx XxXxxxx, Senior Vice President
& Chief Financial Officer
Attest:
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Assistant Secretary
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