EXHIBIT(d).1
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 26th day of March 1991, by and between AMEV
Worldwide Portfolios, Inc., a Minnesota corporation (the "Fund") and AMEV
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 Portfolios, which shall consist of AMEV
Global Growth Portfolio, and any further Portfolios from time to time created by
the Board of Directors of the Fund. Each such Portfolio is herein referred to
as a "Portfolio" and the Portfolios are herein collectively referred to as the
"Portfolios."
The investment of the assets of the Portfolios 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 Portfolios as set forth in the Registration Statement and
Prospectus and Statement of Additional Information as interpreted from time to
time by the Board of Directors of the Fund. Within the framework of the
investment policies of the Portfolios, Advisers shall have the sole and
exclusive responsibility for the management of the Portfolios and the making and
execution of all investment decisions for the Portfolios. 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
Portfolios.
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 Fund. 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 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 each 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. Each 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 respective 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
---------- ----------- -----------------------
AMEV Global 1.0% On the first $500,000,000
Growth Portfolio 0.9% On average assets over
$500,000,000
The fee shall be prorated for any fraction of a month at the
commencement or termination of this Agreement.
The investment advisory fee for any future Portfolio(s) shall be as
determined by the Board of Directors of the Fund upon the creation of any such
Portfolio(s).
3. ALLOCATION OF EXPENSES.
In addition to the fees described in Section 2 hereof, the Fund shall
pay all its expenses which are not assumed by Advisers, AMEV Investors, Inc.
("Investors") or any other person. 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, Rule 12b-1 Plan of Distribution fees, 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 and
Statements of Additional Information annually to existing shareholders,
custodian charges, auditing and legal expenses, insurance expenses, association
membership dues, and the expenses 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.
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.
4. LIMIT ON EXPENSES.
Out of its advisory fee, but not in excess thereof, Advisers shall
reimburse the Fund for each Portfolio's expenses from the date of the initial
public offering until the date the Portfolio's aggregate net assets first reach
$15,000,000, to the extent that the aggregate expenses of the Portfolio
(including the investment advisory and management fees for such Portfolio under
paragraph 2 of this Agreement, but excluding interest, taxes, Rule 12b-1 Plan of
Distribution fees, brokerage fees and commissions) exceed an amount equal, on an
annual basis, to the following applicable percentage of the average daily net
assets of the Portfolio:
AMEV Global Growth Portfolio 2.0%
In addition to the expense reimbursement set forth in Section 4(a),
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 such reimbursement programs at any time without notice to the
Fund.
4. 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.
5. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
The Agreement shall be effective as to the AMEV Global Growth
Portfolio on March 26, 1991. Wherever referred to in this Agreement, the vote
or approval of the holders of a majority of the outstanding voting securities of
a 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 by the vote of the
holders of a majority of the outstanding voting securities of the Fund, 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
any of the Portfolios approves this Agreement, this Agreement shall continue in
effect with respect to such approving Portfolio whether or not the shareholders
of any other Portfolio 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 a particular 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 such Portfolio, upon sixty (60) days' written
notice to Advisers. Any 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 services. This Agreement shall
automatically terminate in the event of its assignment.
6. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by a vote of the holders of a majority of the outstanding voting
securities of the Portfolios which have approved and are subject to this
Agreement. In addition, if a majority of the outstanding voting securities of
any 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 Portfolio vote to adopt such amendment.
7. 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.
AMEV WORLDWIDE PORTFOLIOS, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Its President
AMEV ADVISERS, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Its President
