WORLDWIDE HEALTH SCIENCES PORTFOLIO
INVESTMENT ADVISORY AGREEMENT Exhibit D.
AGREEMENT made this 24th day of June, 1996, between Worldwide
Health Sciences Portfolio, a New York trust (the "Trust") and G/A Capital
Management, Inc., a Delaware corporation (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, 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 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 independent contractors 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. 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, 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notice or until similarly notified that such determination has been revoked.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 they deem
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
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brokers or dealers and the placing of such orders, the Adviser shall use its
best efforts to seek to execute security transactions at prices which are
advantageous to the Trust and (when a disclosed commission is being charged) at
reasonably competitive commission rates. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser
and the Adviser is expressly authorized to pay any broker or dealer who provides
such brokerage and research services a commission for executing a security
transaction which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities which the Adviser and its affiliates have with respect
to accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, the Adviser is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of any one or more investment companies
sponsored by the Adviser, Xxxxx Xxxxx Management or their affiliates or shares
of any other investment company investing in the Trust.
The Adviser shall not be responsible for providing certain
special administrative services to the Trust under this Agreement. Xxxxx Xxxxx
Management, in its capacity as Administrator of the Trust, shall be responsible
for providing such services to the Trust under the Trust's separate
Administration Agreement with the Administrator.
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 a fee computed daily and payable monthly at
an annual rate of 1.00% of the Trust's average daily net assets up to $30
million of such assets, 0.90% of the next $20 million of such assets, and 0.75%
on such assets in excess of $50 million.
After 12 months, the basic advisory 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 Standard & Poor's Index of 500 Common Stocks over the
same period. Each percentage point difference is multiplied by a performance
adjustment rate of 0.025%. The maximum adjustment plus/minus is 0.25%. 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.
Trust performance shall be total return as computed under Rule 482 under the
Securities Act of 1933.
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Such advisory fee shall be paid monthly in arrears on the last
business day of each month. 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. In case of initiation or
termination of the Agreement during any month, the fee for that month shall be
based on the number of calendar days during which it is in effect.
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 Investment Company Act
of 1940, (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 governments
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
one 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, shareholders or otherwise and that
trustees, officers 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 Holder or otherwise. It is also understood that
trustees,
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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 or Xxxxx Xxxxx Management may organize, sponsor or
acquire, or with which it may merge or consolidate, 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.
6. Sub-Investment Adviser. 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 Investment
Company Act of 1940.
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
February 28, 1997 and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after February 28, 1997 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.
Any party hereto may, at any time on sixty (60) days' prior
written notice to the others, terminate that party's obligations hereunder, or,
in the case of the Trust, terminate this Agreement in its entirety, without the
payment of any penalty, by action of Trustees of the Trust or the trustees or
directors 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 with respect
to the Adviser by vote of a majority of the outstanding voting securities of the
Trust. This Agreement shall terminate automatically in the event of its
assignment.
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8. Amendments of the Agreement. This Agreement may be amended
by a writing signed by all 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 an 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.
9. Limitation of Liability. The Adviser expressly acknowledge
the provision in the Declaration of Trust of the Trust (Section 5.2 and 5.6)
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 Investment Company Act of 1940 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
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"Holders" and "Interests" when used herein shall have the respective meanings
specified in the Declaration of Trust of the Trust.
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. Xxxxxx
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President
G/A CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
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President
