WORLDWIDE HEALTH SCIENCES
PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of
August, 2011, between Worldwide Health
Sciences Portfolio, a Massachusetts trust (the
"Trust") and OrbiMed Advisors, LLC, a
Delaware limited liability company (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.
a. 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such determination has been revoked.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 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, ▇▇▇▇▇ ▇▇▇▇▇ 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.
▇▇▇▇▇ ▇▇▇▇▇ Management, in its capacity as
Manager of the Trust, shall be responsible for
providing such services to the Trust under the
Trust's separate Management Agreement
with the Manager.
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
Fund 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 therefore, (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 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, 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
▇▇▇▇▇ ▇▇▇▇▇ 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. a. This Agreement shall become
effective upon the date of its execution,
subject to the condition that the Trust's
Board, including a majority of those Trustees
who are not interested persons (as such term
is defined in the ▇▇▇▇ ▇▇▇) of the Adviser, and
the Holders of Interests in the Trust, shall have
approved this Agreement in the manner
required by the 1940 Act. Unless terminated
as herein provided, this Agreement shall
remain in full force and effect through and
including April 30, 2012 and shall continue in
full force and effect indefinitely thereafter, but
only so long as such continuance after April
30, 2012 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 (the "Independent Trustees")
cast in person at a meeting called for the
purpose of voting on such approval.
b. 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.
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 acknowledges 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
"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/ ▇▇▇▇▇▇▇ ▇. Gemma
Secretary
ORBIMED ADVISORS LLC
By: /s/ ▇▇▇ ▇▇▇▇▇
Managing Member
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:
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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, except during the transition
period as described below. 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"). Trust
performance shall be total return as
computed under Rule 482 under the
Securities Act of 1933.
Transition period: For the Performance
Adjustment Period commencing on the
effective date of this Agreement ("Effective
Date"), the Index Return will be the blended
record of (i) the Standard & Poor's Index of
500 Common Stocks for the period prior to
the Effective Date and (ii) the MSCI World
Health Care Index for the period after the
Effective Date.
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