1
EXHIBIT (d)(1)
WORLDWIDE INDEX FUNDS
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT (this "Agreement"), dated July ___,
1998, between Worldwide Index Funds, a Massachusetts business trust, (the
"Trust"), on behalf of each of its series which are listed on the signature page
of this Agreement (each referred to herein as a "Fund" and, collectively, the
"Funds") and LMI Investment Advisors LLC, a Delaware limited liability company
(the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is an open-end series management investment
company, registered under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Trust, desires to retain the Manager to render
investment management services to each Fund, and the Manager is willing to
render such services;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints the Manager to act as
investment manager to each Fund for the period and on the terms set forth in
this Agreement. The Manager accepts such appointment and agrees to render the
services herein described, for the compensation herein provided.
2. Management. Subject to the supervision of the Board of Trustees of
the Trust, the Manager shall manage the investment operations of each Fund and
the composition of each Fund's portfolio, including the purchase, retention and
disposition of securities therefor, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Prospectus and Statement
of Additional Information (as such terms are hereinafter defined) and
resolutions of the Trust's Board of Trustees and subject to the following
understandings:
(a) The Manager shall provide supervision of each
Fund's investments, furnish a continuous investment program for each
Fund's portfolio and determine from time to time what securities
will be purchased, retained, or sold by each Fund, and what portion
of the assets will be invested or held as cash.
(b) The Manager, in the performance of its duties
and obligations under this Agreement, shall act in conformity with
the Trust's Declaration of Trust and the investment policies of the
Funds as determined by the Board of Trustees of the Trust.
(c) The Manager shall determine the securities to
be purchased or sold by each Fund and shall place orders for the
purchase and sale of portfolio securities pursuant to its
determinations with brokers or dealers selected by the Manager. In
executing portfolio transactions and selecting brokers or dealers,
the Manager shall use
2
its best efforts to seek on behalf of each Fund the best overall
terms available. In assessing the best overall terms available for
any transaction, the Manager may consider all factors it deems
relevant, including the breadth of the market in the security, the
price of the security, the size of the transaction, the timing of
the transaction, the reputation, financial condition, experience,
and execution capability of a broker or dealer, the amount of
commission, and the value of any brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934, provided by a broker or dealer. The Manager is
authorized to pay to a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio
transaction for a Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting
the transaction if the Manager determines in good faith that such
commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in
terms of that particular transaction or in terms of the overall
responsibilities of the Manager to the Fund and/or other accounts
over which the Manager exercises investment discretion.
(d) On occasions when the Manager deems the
purchase or sale of a security to be in the best interest of a Fund
as well as other fiduciary accounts for which it has investment
responsibility, the Manager, to the extent permitted by applicable
laws and regulations, may aggregate the securities to be so sold or
purchased in order to obtain the best execution, most favorable net
price or lower brokerage commissions.
(e) Subject to the provisions of the Trust's
Declaration of Trust and the 1940 Act, the Manager, at its expense,
may select and contract with one or more investment advisers (the
"Sub-adviser") for each Fund to perform some or all of the services
for which it is responsible pursuant to this Section 2. The Manager
shall be solely responsible for the compensation of any Sub-adviser
of a Fund for its services to such Fund. The Manager may terminate
the services of any Sub-adviser at any time in its sole discretion,
and shall at such time assume the responsibilities of such Sub-
adviser unless and until a successor Sub-adviser is selected. To the
extent that more than one Sub-adviser is selected, the Manager
shall, in its sole discretion, determine the amount of the Fund's
assets allocated to each such Sub-adviser.
3. Services Not Exclusive. The investment management services rendered
by the Manager hereunder to the Funds are not to be deemed exclusive, and the
Manager shall have the right to render similar services to others, including,
without limitation, other investment companies.
4. Expenses. During the term of this Agreement, the Manager shall pay
all expenses incurred by it in connection with its activities under this
Agreement including the salaries and expenses of any of the officers or
employees of the Manager who act as officers, Trustees or employees of the Trust
but excluding the cost of securities purchased for the Funds and the amount of
any brokerage fees and commissions incurred in executing portfolio transactions
for the Funds, and shall provide the Funds with suitable office space. Other
expenses to be incurred in the operation of the Funds (other than those borne by
any third party), including
2
3
without limitation, taxes, interest, brokerage fees and commissions, fees of
Trustees who are not officers, directors, or employees of the Manager, federal
registration fees and state Blue Sky qualification fees, administration fees,
bookkeeping, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining the Funds' or the Trust's existence,
costs of independent pricing services, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
preparing, printing and distributing prospectuses to existing shareholders,
costs of stockholders' reports and meetings of shareholders and Trustees of the
Funds or the Trust, as applicable, and any extraordinary expenses will be borne
by the Fund.
5. Compensation. For the services provided pursuant to this Agreement,
the Trust shall pay to the Manager as full compensation therefor a monthly fee
computed on the average daily net assets at the annual rate for each Fund as
stated in Schedule A attached hereto. The Trust acknowledges that the Manager,
as agent for the Funds, will allocate a portion of the fee equal to the
sub-advisory fee payable to the sub-advisor, if any, under its sub-advisory
agreement to the sub-advisor for sub-advisory services. This payment would be
made from revenue which otherwise would be considered profit to the Manager for
its services.
6. Limitation of Liability. The Manager shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
7. Delivery of Documents. The Trust has heretofore delivered to the
Manager true and complete copies of each of the following documents and shall
promptly deliver to it all future amendments and supplements thereto, if any:
(a) Declaration of Trust as presently in effect and as
amended from time to time;
(b) Bylaws of the Trust;
(c) Registration Statement under the Securities Act of 1933
and under the 1940 Act of the Trust on Form N-1A, and all amendments
thereto, as filed with the Securities and Exchange Commission (the
"Registration Statement") relating to the Trust and the shares of
the Funds;
(d) Notification of Registration of the Trust under the 1940
Act on Form N-8A;
(e) Prospectus of the Trust relating to shares of the Funds
(such prospectus as is presently in effect and/or as amended or
supplemented from time to time, the "Prospectus"); and
3
4
(f) Statement of Additional Information of the Trust
relating to shares of the Funds (such statement as is presently in
effect and/or as amended or supplemented from time to time, the
"Statement of Additional Information").
8. Duration and Termination. This Agreement shall become effective as
of the date first above-written for an initial period of two years and shall
continue thereafter so long as such continuance is specifically approved at
least annually by (i) the vote of the Board of Trustees including a majority of
those members of the Trust's Board of Trustees who are not parties to this
Agreement or "interested persons" of any such party, cast in person at a meeting
called for that purpose, or (ii) by vote of a majority of the outstanding voting
securities of each Fund. Notwithstanding the foregoing, (i) this Agreement may
be terminated with respect to any Fund at any time, without the payment of any
penalty, by either the Trust (by vote of the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund) or the
Manager, on sixty (60) days prior written notice to the other and (ii) shall
automatically terminate in the event of its assignment. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the meanings assigned to such
terms in the 1940 Act.
9. Amendments. No provision of this Agreement may be amended, modified,
waived or supplemented except by a written instrument signed by the party
against which enforcement is sought. No amendment of this Agreement shall be
effective until approved in accordance with any applicable provisions of the
1940 Act.
10. Use of Name and Logo. The Trust agrees that it shall furnish to the
Manager, prior to any use or distribution thereof, copies of all prospectuses,
statements of additional information, proxy statements, reports to stockholders,
sales literature, advertisements, and other material prepared for distribution
to stockholders of the Trust or to the public, which in any way refer to or
describe the Manager or which include any trade names, trademarks or logos of
the Manager or of any affiliate of the Manager. The Trust further agrees that it
shall not use or distribute any such material if the Manager reasonably objects
in writing to such use or distribution within five (5) business days after the
date such material is furnished to the Manager.
The Manager and/or its affiliates own the name "LMI" and any other
names which may be listed from time to time on a Schedule B to be attached
hereto that they may develop for use in connection with the Trust, which names
may be used by the Trust only with the consent of the Manager and/or its
affiliates. The Manager, on behalf of itself and/or its affiliates, consents to
the use by the Trust of such names or any other names embodying such names, but
only on condition and so long as (i) this Agreement shall remain in full force,
(ii) the Fund and the Trust shall fully perform, fulfill and comply with all
provisions of this Agreement expressed herein to be performed, fulfilled or
complied with by it, and (iii) the Manager is the manager of each Fund of the
Trust. No such name shall be used by the Trust at any time or in any place or
for any purposes or under any conditions except as provided in this section. The
foregoing authorization by the Manager, on behalf of itself and/or its
affiliates, the Trust to use such names as part of a business or name is not
exclusive of the
4
5
right of the Manager and/or its affiliates themselves to use, or to authorize
others to use, the same; each Fund and the Trust acknowledges and agrees that as
between the Manager and/or its affiliates and a Fund or the Trust, the Manager
and/or its affiliates have the exclusive right so to use, or authorize others to
use, such names, and the Trust agrees to take such action as may reasonably be
requested by the Manager, on behalf of itself and/or its affiliates, to give
full effect to the provisions of this section (including, without limitation,
consenting to such use of such names). Without limiting the generality of the
foregoing, the Trust agrees that, upon (i) any violation of the provisions of
this Agreement by the Trust or (ii) any termination of this Agreement, by either
party or otherwise, the Trust will, at the request of the Manager, on behalf of
itself and/or its affiliates, made within six months after such violation or
termination, use its best efforts to change the name of the Trust so as to
eliminate all reference, if any, to such names and will not thereafter transact
any business in a name containing such names in any form or combination
whatsoever, or designate itself as the same entity as or successor to an entity
of such names, or otherwise use such names or any other reference to the Manager
and/or its affiliates, except as may be required by law. Such covenants on the
part of the Trust shall be binding upon it, its Trustees, officers,
shareholders, creditors and all other persons claiming under or through it.
The provisions of this section shall survive termination of this
Agreement.
11. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, if to the Trust: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or if to the Manager: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or to either party at such other address
as such party shall designate to the other by a notice given in accordance with
the provisions of this section.
12. Miscellaneous.
(a) Except as otherwise expressly provided herein
or authorized by the Board of Trustees of the Trust from time to
time, the Manager for all purposes herein shall be deemed to be an
independent contractor and shall have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of
the Trust.
(b) The Trust shall furnish or otherwise make
available to the Manager such information relating to the business
affairs of the Trust as the Manager at any time or from time to time
reasonably requests in order to discharge its obligations hereunder.
(c) This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts and shall inure to the benefit of the parties hereto
and their respective successors.
(d) If any provision of this Agreement shall be
held or made invalid or by any court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
5
6
13. Declaration of Trust and Limitation of Liability. A copy of the
Trust's Declaration of Trust is on file with the Secretary of State of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed by an officer of the Trust on behalf of the Trustees of the Trust, as
trustees and not individually, on further behalf of the Funds, and that the
obligations of this Agreement with respect to a Fund shall be binding upon the
assets and properties of that Fund only and shall not be binding upon the assets
and properties of any other Fund or series of the Trust or upon any of the
Trustees, officers, employees, agents or shareholders of the Funds or the Trust
individually.
6
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first
above-written.
WORLDWIDE INDEX FUNDS, on behalf of its series
AUSTRALIA INDEX FUND,
FRANCE INDEX FUND,
GERMANY INDEX FUND,
HONG KONG INDEX FUND,
ITALY INDEX FUND,
JAPAN INDEX FUND,
NETHERLANDS INDEX FUND,
SPAIN INDEX FUND,
SWEDEN INDEX FUND,
SWITZERLAND INDEX FUND,
UNITED KINGDOM INDEX FUND,
EUROPE INDEX FUND, and
INTERNATIONAL INDEX FUND.
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Attest:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
LMI INVESTMENT ADVISERS LLC
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Member
Attest:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
7
8
SCHEDULE A
WORLDWIDE INDEX FUNDS
INVESTMENT MANAGEMENT AGREEMENT
The fees to be charged to Worldwide Index Funds for services provided under this
Agreement (including any sub-advisory fees) are as follows:
AUSTRALIA INDEX FUND................................................... __%
FRANCE INDEX FUND...................................................... __%
GERMANY INDEX FUND..................................................... __%
HONG KONG INDEX FUND................................................... __%
ITALY INDEX FUND....................................................... __%
JAPAN INDEX FUND....................................................... __%
NETHERLANDS INDEX FUND................................................. __%
SPAIN INDEX FUND....................................................... __%
SWEDEN INDEX FUND...................................................... __%
SWITZERLAND INDEX FUND................................................. __%
UNITED KINGDOM INDEX FUND.............................................. __%
EUROPE INDEX FUND...................................................... __%
INTERNATIONAL INDEX FUND............................................... __%
