EXHIBIT EX-99.D14
FORM OF:
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement (the "Agreement") dated this _____ day of
_______, 2008 by and between The World Funds, Inc., a Maryland corporation
(herein called the "Company"), and Epoch Investment Partners, Inc., a Delaware
corporation (the "Adviser"), a registered investment adviser under the
Investment Advisers Act of 1940, as amended.
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several series of shares, each having its own investment policies;
and
WHEREAS, the Company desires to retain the Adviser to furnish investment
advisory and management services to a fund of the Company, subject to the
control of the Company's Board of Directors (the "Board" or the "Directors"),
and the Adviser is willing to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be bound, it is agreed between the parties
hereto as follows:
1. Appointment. The Company hereby appoints the Adviser to act as the Adviser to
the Epoch U.S. Large Cap Equity Fund series of the Company (the "Fund") for the
period and on the terms set forth in this Agreement. The Adviser accepts such
appointment and agrees to furnish the services herein set forth, for the
compensation herein provided.
2. Duties of the Adviser. The Company employs the Adviser to manage the
investments and reinvestment of the assets of the Fund, and to continuously
review, supervise, and administer the investment program of the Fund, to
determine in its discretion the securities to be purchased or sold, to provide
the Company and Commonwealth Shareholder Services, Inc. (the "Administrator")
with records concerning the Adviser's activities which the Company is required
to maintain, and to render regular reports to the Company's Officers and Board
and to the Administrator concerning the Adviser's discharge of the foregoing
responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Company's Board and in compliance with such policies as the Board
may from time to time establish, and in compliance with the objectives,
policies, and limitations for the Fund as set forth in its prospectus and
Statement of Additional Information, as amended from time to time, and
applicable laws and regulations.
The Company will instruct each of its agents and contractors to cooperate
with the Adviser in the conduct of the business of the Fund.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings, and equipment
and the personnel required by it to perform the services on the terms and for
the compensation provided herein.
3. Sub-Advisers. It is understood that the Adviser may from time to time employ
or associate itself with such person or persons as the Adviser may believe to be
particularly fitted to assist in the performance of this Agreement; provided,
however, that the compensation of such person or persons shall be paid by the
Adviser and that the Adviser shall be as fully responsible to the Company for
the acts and omissions of any sub-adviser as it is for its own acts and
omissions. Without limiting the generality or the foregoing, it is agreed that
investment advisory services to the Fund may be provided by a sub-adviser
acceptable to the Company and the Adviser and approved in accordance with the
provisions of the 1940 Act. In the event that any sub-adviser appointed
hereunder is terminated, the Adviser may provide investment advisory services
pursuant to this Agreement to the Fund without further shareholder approval.
4. Fund Transactions. The Adviser is authorized to select the brokers and
dealers that will execute the purchases and sales of Fund securities for the
Fund and is directed to use its best efforts to obtain the best price and
execution for the Fund's transactions in accordance with the policies of the
Company and Adviser as set forth from time to time in the Fund's prospectus and
Statement of Additional Information. The Adviser will promptly communicate to
the Company and to the Administrator such information relating to Fund
transactions as they may reasonably request. The Company understands and agrees
that the Adviser may, from time to time, aggregate orders for the purchase or
sale of identical securities on behalf of its clients, including the Fund.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Company or be in breach
of any obligation owing to the Company under this Agreement, or otherwise, by
reason of its having directed a securities transaction on behalf of the Company
to an unaffiliated broker-dealer in compliance with the provisions of Section
28(e) of the Securities Exchange Act of 1934 or as described from time to time
by the Fund's prospectus and Statement of Additional Information. Subject to the
foregoing, the Adviser may direct any transaction of the Fund to a broker which
is affiliated with the Adviser in accordance with, and subject to, the policies
and procedures approved by the Board of the Company pursuant to Rule 17e-1 under
the 1940 Act. Such brokerage services are not deemed to be provided under this
Agreement.
5. Compensation of the Adviser. For the services to be rendered by the Adviser
under this Agreement, the Fund shall pay to the Adviser, and the Adviser will
accept as full compensation, a fee accrued daily and payable monthly at an
annual rate of 0.80% on the average daily net assets of the Fund.
For the month and year in which this Agreement becomes effective, or
terminates, there shall be an appropriate pro-ration of the advisory fee based
on the number of days that the Agreement shall have been in effect during the
month and year, respectively. All rights of compensation under this Agreement
for services performed as of the termination date shall survive the termination
of this Agreement.
6. Expenses. During the term of this Agreement, the Adviser will
pay all expenses incurred by it in connection with the
management of the Fund. Notwithstanding the foregoing, the Fund
shall pay the expenses and costs of the Fund for the following:
a. Taxes;
b. Brokerage fees and commissions with regard to Fund transactions;
c. Interest charges, fees and expenses of the custodian of the
securities;
d. Fees and expenses of the Company's transfer agent and the
Administrator;
e. Its proportionate share of auditing and legal expenses;
f. Its proportionate share of the cost of maintenance of corporate
existence;
g. Its proportionate share of compensation of directors of the
Company who are not interested persons of the Adviser as that
term is defined by law;
h. Its proportionate share of the costs of corporate meetings;
i. Federal and State registration fees and expenses incident to the
sale of shares of the Fund;
j. Costs of printing and mailing prospectuses for the Fund's
shares, reports and notices to existing shareholders;
k. The advisory fee payable to the Adviser, as provided in
paragraph 5 herein;
l. Costs of recordkeeping (other than investment records required
to be maintained by the Adviser), and daily pricing;
m. Distribution expenses in accordance with any Distribution Plan
as and if approved by the shareholders of the Fund; and
n. Expenses and taxes incident to the failure of the Fund to
qualify as a regulated investment company under the provisions
of the Internal Revenue Code of 1986, as amended, unless such
expenses and/or taxes arise from the negligence of another
party.
7. Reports. The Company and the Adviser agree to furnish to each
other, if applicable, current information required for the
preparation by such parties of prospectuses, statements of
additional information, proxy statements, reports to
shareholders, certified copies of their financial statements,
and to furnish to each other such other information and
documents with regard to their affairs as each may reasonably
request.
8. Status of the Adviser. The services of the Adviser to the
Company are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others so long as its
services to the Company are not impaired thereby. The Adviser
shall, for all purposes herein provided, be deemed to be an
independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for nor represent
the Fund in any way, nor otherwise be deemed an agent of the
Fund.
Pursuant to comparable agreements, the Company may also retain the
services of the Adviser to serve as the investment adviser to other series of
the Company.
9. Books and Records. In compliance with the requirements of the 1940 Act, the
Adviser hereby agrees that all records which it maintains for the Company are
the property of the Company, and further agrees to surrender promptly to the
Company any of such records upon the Company's request. The Adviser further
agrees to preserve for the periods prescribed by the 1940 Act, and the rules or
orders thereunder, the records required to be maintained by the 1940 Act.
10. Limitation of Liability of Adviser. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are assumed
by or may be asserted against the Adviser hereunder. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Company in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or negligence on the part of the Adviser in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement. (As used in this Paragraph 10, the term "Adviser" shall include
directors, officers, employees and other corporate agents of the Adviser as well
as that corporation itself).
11. Permissible Interests. Directors, agents, and shareholders of the Company
are or may be interested in the Adviser (or any successor thereof) as directors,
officers, or shareholders, or otherwise; directors, officers, agents, and
shareholders of the Adviser are or may be interested in the Company as
directors, officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Company as a shareholder or otherwise.
In addition, brokerage transactions for the Company may be effected through
affiliates of the Adviser if approved by the Company's Board, subject to the
rules and regulations of the U.S. Securities and Exchange Commission, and the
policies and procedures adopted by the Company.
12. License of Name. The Adviser hereby authorizes the Company to use the name
"Epoch Global Equity Shareholder Yield Fund" for the Fund. The Company agrees
that if this Agreement is terminated it will promptly re-designate the name of
the Fund to eliminate any reference to the name "Epoch Global Equity Shareholder
Yield Fund" or any derivation thereof unless the Adviser waives this requirement
in writing.
13. Duration and Termination. This Agreement shall become effective on the date
first above written subject to its approval by the shareholders of the Fund and
unless sooner terminated as provided herein, shall continue in effect for two
(2) years from that date. Thereafter, this Agreement shall be renewable for
successive periods of one year each, provided such continuance is specifically
approved annually (a) by the vote of a majority of those members of the
Company's Board who are not parties to this Agreement or interested persons of
any such party (as that term is defined in the 1940 Act), cast in person at a
meeting called for the purpose of voting on such approval, and (b) by vote of
either the Board or of a majority of the outstanding voting securities (as that
term is defined in the 0000 Xxx) of the Fund. Notwithstanding the foregoing,
this Agreement may be terminated by the Fund or by the Company at any time on
sixty (60) days' written notice, without the payment of any penalty, provided
that termination must be authorized either by vote of the Company's Board or by
vote of a majority of the outstanding voting securities of the Fund, or by the
Adviser on sixty (60) days' written notice. This Agreement will automatically
terminate in the event of its assignment (as that term is defined in the 1940
Act).
14. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. No material amendment of this Agreement shall be
effective until approved by vote of the holders of a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act).
15. Notice. Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
address stated below, or at such other address as either party may advise in
writing:
(a) To the Company at: 0000 Xxxxx Xxxxx Xxxxxxx Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
(b) To the Adviser at: 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx
Xxxx, Xxx Xxxx 00000
16. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of the Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors.
17. Applicable Law. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Maryland, and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Maryland,
or any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
18. Counterparts. This Agreement may be executed in two or more counterparts,
each of which, when so executed, shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
EPOCH INVESTMENT PARTNERS, INC.
BY:
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Xxxxxxx X. Xxxxxxx
President & Chief Operating
Officer
THE WORLD FUNDS, INC.
BY:
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Xxxx Xxxxx, III
Chairman
