INVESTMENT SUB-ADVISORY AGREEMENT
between
XXXXX XXXXX MANAGEMENT
and
XXXXX XXXXX MANAGEMENT (INTERNATIONAL) LIMITED
for
WORLDWIDE HEALTH SCIENCES PORTFOLIO
AGREEMENT made this 1st day of July, 2016,
between Xxxxx Xxxxx Management, a
Massachusetts business trust (the "Adviser"), and
Xxxxx Xxxxx Management (International) Limited, a
private limited company incorporated in England
and Wales (the "Sub-Adviser").
WHEREAS, Worldwide Health Sciences
Portfolio (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the
"1940 Act"), as an open-end, management
investment company; and
WHEREAS, the Trust is a master fund in a
master feeder structure whereby, among other
potential investors, one or more investment
companies registered with the Securities and
Exchange Commission ("SEC") may invest its assets
in the Trust; and
WHEREAS, the Adviser has entered into an
Investment Advisory Agreement (the "Advisory
Agreement") with the Trust relating to the
provision of portfolio management services to the
Trust; and
WHEREAS, the Advisory Agreement provides
that the Adviser may delegate any or all of its
portfolio management responsibilities under the
Advisory Agreement to one or more sub-investment
advisers; and
WHEREAS, the Adviser and the Trustees of
the Trust desire to retain the Sub-Adviser to render
portfolio management services to the Trust in the
manner and on the terms set forth in this
Agreement;
NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth herein,
the Adviser and the Sub-Adviser agree as follows:
1. Duties of the Sub-Adviser. The
Adviser hereby employs the Sub-Adviser to act as
investment adviser for and to manage the
investment and reinvestment of the assets of the
Trust and to administer its investment affairs,
subject to the supervision of the Adviser and the
Trustees of the Trust, for the period and on the
terms set forth in this Agreement.
(a) The Sub-Adviser hereby accepts such
employment and undertakes to afford to the Trust
the advice and assistance of the Sub-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 investment affairs and to pay the
salaries and fees of all officers and Trustees of the
Trust who are members of the Sub-Adviser's
organization and all personnel of the Sub-Adviser
performing services relating to research and
investment activities. The Sub-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 Adviser or the Trust in any way or
otherwise be deemed an agent of the Adviser or the
Trust.
(b) The Sub-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. As investment adviser to the Trust, the Sub-
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 Trust's Declaration of Trust, By-
Laws and Registration Statement under the 1940
Act, all as from time to time amended. The Sub-
Adviser is authorized, in its discretion, to buy, sell,
and otherwise trade in any and all types of securities
and investment instruments on behalf of the Trust.
Should the Trustees of the Trust at any time,
however, make any specific determination as to
investment policy for the Trust and notify the Sub-
Adviser thereof in writing, the Sub-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
Sub-Adviser shall take, on behalf of the Trust, all
actions that it deems necessary or desirable to
implement the investment policies of the Trust.
(c) The Sub-Adviser shall place 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
Sub-Adviser, and, to that end, the Sub-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 Sub-Adviser shall use its best
efforts to seek to execute security transactions at
prices that are advantageous to the Trust and (when
a disclosed commission is being charged) at
reasonably competitive commission rates, and in
accordance with procedures adopted by the Board
of Trustees of the Trust.
(d) The Sub-Adviser shall furnish such
reports, evaluations, information or analyses to the
Trust and the Adviser as the Trust's Board of
Trustees or the Adviser may reasonably request
from time to time, or as the Sub-Adviser may deem
to be desirable.
2. Compensation of the Sub-Adviser.
For the services, payments and facilities to be
furnished hereunder by the Sub-Adviser, to the
extent the Adviser receives at least such amount
from the Trust pursuant to the Advisory Agreement,
the Sub-Adviser shall be entitled to receive from the
Adviser an annual fee equal to the amount specified
in Schedule A hereto, payable monthly in arrears.
The Trust's daily net assets 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. In case of initiation or
termination of the Agreement during any month with
respect to the Trust, the fee for that month shall be
based on the number of calendar days during which
it is in effect. The Sub-Adviser may, from time to
time, waive all or a part of the above compensation.
3. Allocation of Charges and Expenses.
It is understood that, pursuant to the Advisory
Agreement, the Trust will pay all expenses other
than those expressly stated to be payable by the
Sub-Adviser hereunder or by the Adviser under the
Advisory Agreement, which expenses payable by the
Trust shall include, without limitation, (i) expenses of
maintaining the Trust and continuing its existence;
(ii) registration of the Trust under the 1940 Act; (iii)
commissions, spreads, 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 shares; (viii) expenses
of registering and qualifying the Trust and its shares
under federal and state securities laws and of
preparing and printing registration statements or
other offering statements or memoranda for such
purposes, including amendments, and for
distributing the same to shareholders and investors,
and fees and expenses of registering and
maintaining registrations of the Trust and of the
Trust's principal underwriter as broker-dealer or
agent under state securities laws; (ix) expenses of
reports and notices to shareholders and of meetings
of shareholders 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,
shareholder servicing agents and registrars for all
services to the Trust; (xv) expenses for servicing
shareholder accounts; (xvi) any direct charges to
shareholders approved by the Trustees of the Trust;
(xvii) compensation and expenses of Trustees of the
Trust who are not members of the Adviser's or the
Sub-Adviser's organizations; 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 shareholders
with respect thereto.
4. Other Interests. It is understood that
Trustees and officers of the Trust and shareholders
of the Trust are or may be or become interested in
the Sub-Adviser as trustees, officers, employees,
shareholders or otherwise and that trustees, officers,
employees and shareholders of the Sub-Adviser are
or may be or become similarly interested in the
Trust, and that the Sub-Adviser may be or become
interested in the Trust as a shareholder or otherwise.
It is also understood that trustees, officers,
employees and shareholders of the Sub-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) that the
Sub-Adviser may organize, sponsor, or acquire, or
with which it may merge or consolidate, and which
may include the words "Xxxxx Xxxxx Management
(International) Limited" or any combination thereof
as part of their name, and that the Sub-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 Sub-
Adviser. The services of the Sub-Adviser to the
Adviser for the benefit of the Trust are not to be
deemed to be exclusive, the Sub-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 Sub-Adviser, the Sub-Adviser shall not
be subject to liability to the Adviser or the Trust or
any shareholder in the Trust 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 acquisition, holding, or disposition
of any security or other investment.
6. 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 Sub-Adviser,
the Adviser, or the Trust cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement may be terminated as to the
Trust without the payment of any penalty by (i) the
Adviser, subject to the approval of the Trustees of
the Trust; (ii) the vote of the Trustees of the Trust;
(iii) the vote of a majority of the outstanding voting
securities of the Trust at any annual or special
meeting; or (iv) the Sub-Adviser, in each case on
sixty (60) days' written notice. This Agreement
shall terminate automatically in the event of its
assignment or in the event that the Advisory
Agreement shall have terminated for any reason.
7. 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 Sub-
Adviser, the Adviser, or the Trust cast in person at a
meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the
outstanding voting securities of the Trust.
8. Limitation of Liability. The Sub-
Adviser expressly acknowledges the provision in the
Declarations of Trust of the Trust and of the Adviser
limiting the personal liability of trustees, officers,
and shareholders of the Trust and the Adviser,
respectively, and the Sub-Adviser hereby agrees
that it shall have recourse to the Trust or the
Adviser, respectively, for payment of claims or
obligations as between the Trust or the Adviser,
respectively, and the Sub-Adviser arising out of this
Agreement and shall not seek satisfaction from the
trustees, officers, or shareholders of the Trust or the
Adviser.
9. No Third Party Beneficiaries.
Nothing in this Agreement, express or implied, is
intended to or shall confer upon any person not a
party hereto any right, benefit or remedy of any
nature whatsoever under or by reason of this
Agreement.
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 shareholders, of the lesser of (a) 67
per centum or more of shares of the Trust present
or represented by proxy at the meeting if the
holders of more than 50 per centum of the
outstanding shares of the Trust are present or
represented by proxy at the meeting, or (b) more
than 50 per centum of the outstanding shares of the
Trust.
11. Miscellaneous.
(a) If any term or provision of this
Agreement or the application thereof to any person
or circumstance is held to be invalid or
unenforceable to any extent, the remainder of this
Agreement or the application of such provision to
other persons or circumstances shall not be affected
thereby and shall be enforced to the fullest extent
permitted by law.
(b) This Agreement shall be governed by
and interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
(c) This Agreement may be executed by
the parties hereto in any number of counterparts,
and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the day
and year first above written.
XXXXX XXXXX MANAGEMENT
By:
/s/ Xxxxxxx X. Gemma
Name:
Xxxxxxx X. Gemma
Title:
Vice President
XXXXX XXXXX MANAGEMENT (INTERNATIONAL) LIMITED
By:
/s/ Xxxxxxxxx X. Marius
Name:
Xxxxxxxxx X. Marius
Title:
Director
Acknowledged and agreed to as of the day
and year first above written:
WORLDWIDE HEALTH SCIENCES PORTFOLIO
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
SCHEDULE A
Annual Investment Sub-advisory Fee
Average Daily Net Assets for the Month Annual Fee Rate
Up to $500 million 0.213%
$500 million but less than $1 billion 0.190%
$1 billion but less than $1.5 billion 0.171%
$1.5 billion but less than $2 billion 0.154%
$2 billion but less than $2.5 billion 0.138%
$2.5 billion and over 0.132%
The Adviser may agree to limit the total annual
operating expenses of the Trust. The amount of any
such subsidy (including subsidy amounts
attributable to a seed investment in the Trust by the
Adviser or Sub-Adviser) will be borne in proportion
to the Trust's investment advisory fee and sub-
advisory fee earned by the Adviser and the Sub-
Adviser, respectively.
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