WORLDWIDE HEALTH SCIENCES PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 1st day of July, 2016,
between Worldwide Health Sciences Portfolio, a Massachusetts
business trust (the "Trust"), and Xxxxx Xxxxx Management, a
Massachusetts business trust (the "Adviser").
1. Duties of the Adviser. The Trust hereby employs
the Adviser to act as investment adviser for and to manage the
investment and reinvestment of the assets of the Trust and to
administer its affairs, subject to the supervision of the Trustees of the
Trust, for the period and on the terms set forth in this Agreement.
The Adviser hereby accepts such employment, and
undertakes to afford to the Trust the advice and assistance of the
Adviser's organization 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 for
administering its affairs and to pay the salaries and fees of all officers
and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services
relating to research and investment activities. The Adviser shall for all
purposes herein be deemed to be an independent contractor 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 Adviser 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's
investments. As investment adviser to the Trust, the Adviser 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, as amended (the "1940
Act"), 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 Adviser thereof in writing,
the Adviser 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 Adviser shall take, on behalf of
the Trust, all actions which it deems necessary or desirable to
implement the investment policies of the Trust.
The Adviser 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 the Adviser, and to that
end the 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,
the Adviser shall adhere to procedures adopted by the Board of
Trustees of the Trust.
2. Compensation of the Adviser. For the services,
payments and facilities to be furnished hereunder by the Adviser, the
Adviser shall be entitled to receive from the Trust the compensation
described on Appendix A. The 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 Adviser 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 1940 Act, (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 the Adviser's organization, 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 the Adviser as trustees, officers,
employees, shareholders or otherwise and that trustees, officers,
employees 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 a Holder or otherwise. It is also
understood that trustees, officers, employees and shareholders of
the 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 "Xxxxx
Xxxxx" or "Boston Management and Research" or any combination
thereof as part of their name, and that the Adviser or its 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 Adviser. The services
of the Adviser to the Trust are not to be deemed to be exclusive, the
Adviser 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 the Adviser, the Adviser 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.
The Trust expressly acknowledges the provision in the
Declaration of Trust of the Adviser limiting the personal liability of the
Trustees of the Adviser and the shareholders of the Adviser, and the
Trust hereby agrees that it shall have recourse to the Adviser for
payment of claims or obligations as between the Adviser and the
Trust arising out of this Agreement and shall not seek satisfaction
from the Trustees or shareholders or any Trustee of the Adviser.
6. Sub-Investment Advisers. The Adviser may
employ one or more sub-investment advisers from time to time to
perform such of the acts and services of the Adviser, 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 Adviser and such investment adviser and
approved by the Trustees of the Trust, all as permitted by the 1940
Act. Each such sub-investment adviser's performance of its
obligation under any such agreement shall be supervised by Xxxxx
Xxxxx. Further, Xxxxx Xxxxx may, with the approval of the Trustees
of the Trust and without the vote of any Interests in the Trust,
terminate any agreement with any sub-investment adviser and/or
enter into an agreement with one or more other sub-investment
advisers, all as permitted by the 1940 Act and the rules hereunder.
In the event a sub-adviser or sub-administrator is employed, Xxxxx
Xxxxx retains the authority to immediately assume responsibility for
any functions delegated to a sub-adviser or sub-administrator, subject
to approval by the Board and notice to the sub-adviser or sub-
administrator.
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 through and including the second anniversary of
the execution of this Agreement and shall continue in full force and
effect indefinitely thereafter, but only so long as such continuance
after such second anniversary 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 Adviser or the Trust cast in person at a
meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days'
prior written notice to the other, terminate this Agreement without the
payment of any penalty, by action of Trustees of the Trust or the
trustees of the Adviser, as the case may be, and the Trust may, at
any time upon such written notice to the Adviser, terminate this
Agreement 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 both 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 the Adviser or the Trust cast in
person at a meeting called for the purpose of voting on such
approval, and (ii) if required by the 1940 Act, by vote of a majority of
the outstanding voting securities of the Trust.
9. Limitation of Liability. The Adviser expressly
acknowledges the provisions in the Declaration of Trust of the Trust
limiting the personal liability of the Trustees and officers of the Trust,
and the 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 1940 Act 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.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed on the day and year first above
written.
WORLDWIDE HEALTH SCIENCES PORTFOLIO
By:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Treasurer
XXXXX XXXXX MANAGEMENT
By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
APPENDIX A
For the services, payments and facilities furnished by the Adviser
under this Agreement, the Adviser is entitled to receive from the
Trust a fee computed daily and payable monthly equal to the
following asset-based fee as adjusted by the performance-based
adjustment set forth below:
Asset-based fee:
Average Daily Net Assets Annual Fee Rate
Up to $500 million 0.775%
$500 million but less than $1 billion 0.690%
$1 billion but less than $1.5 billion 0.620%
$1.5 billion but less than $2 billion 0.560%
$2 billion but less than $2.5 billion 0.500%
$2.5 billion and over 0.480%
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.
Performance-based adjustment: The asset-based fee is subject to
upward or downward adjustment depending upon whether, and to
what extent, the investment performance of the Trust differs by at
least one percentage point from the record of the MSCI World Health
Care Index ("Index Return") over the same period. Each percentage
point difference is multiplied by a performance adjustment rate of
0.015%. The maximum adjustment plus/minus is 0.15%. One twelfth
(1/12) of this adjustment is applied each month to the average daily
net assets of the Trust over the entire performance period. This
adjustment shall be based on a rolling period of up to and including
the most recent 36 months ("Performance Adjustment Period") or
such shorter period as may be required by the 1940 Act or the rules
thereunder or applicable guidance of the Securities and Exchange
Commission. Trust performance shall be total return as computed
under Rule 482 under the Securities Act of 1933.
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