Exhibit 6(d)(34)
SUBADVISORY AGREEMENT
AGREEMENT made as of the 5th day of April, 2002, between Deutsche
Investment Management Americas Inc., a Delaware corporation (hereinafter called
the "Manager"), and Xxxxxxxx Associates LLC, a Delaware limited liability
company (hereinafter called the "Subadviser").
WITNESSETH:
WHEREAS, Xxxxxxx Variable Series II (the "Trust") is a Massachusetts
business trust organized with one or more series of shares, and is registered as
an investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Board of Trustees of the Trust (the "Board" and its
members, the "Trustees") is authorized to issue the Trust's shares of beneficial
interest in separate series and has authorized Xxxxxxx Focus Value+Growth
Portfolio (the "Series"); and
WHEREAS, the Manager acts as manager for the Series pursuant to an
Investment Management Agreement between the Manager and the Trust, on behalf of
the Series, dated April 5, 2002, and is responsible for the day-to-day
management and overall administration of the Series; and
WHEREAS, the Manager desires to utilize the services of the Subadviser
to provide subadvisory services with respect to those assets of the Series that
the Manager from time to time determines to assign to the Subadviser (those
assets being referred to as the "Fund Account"); and
WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:
1. The Subadviser's Services. The Subadviser shall serve the Manager as
investment counsel with respect to the Fund Account.
The Subadviser is hereby authorized and directed and hereby agrees,
subject to the stated investment policies and restrictions of the Series as set
forth in the current Prospectus and Statement of Additional Information of the
Trust relating to the Series (including amendments), and in accordance with the
Declaration of Trust and By-laws of the Trust, as both may be amended from time
to time, governing the offering of its shares and subject to such resolutions,
policies and procedures as from time to time may be adopted by the Board and
furnished to the Subadviser, and in accordance with the instructions and
procedures of the Manager furnished to the Subadviser, to develop, recommend and
implement such investment program and strategy for
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the Fund Account, to provide research and analysis relative to the investment
program and securities and other investments ("investments") of the Fund
Account, to determine what investments should be purchased, sold and loaned by
the Fund Account and to monitor on a continuing basis the performance of the
investments of the Fund Account. In addition, the Subadviser shall place orders
for the purchase and sale of investments for the Fund Account and, subject to
the provisions of the following paragraph, shall take reasonable steps to assure
that those portfolio transactions are effected subject to the best execution
under the circumstances. The Subadviser shall advise the custodian for the
Series ("Custodian") and the Manager on a prompt basis of each purchase and sale
of an investment for the Fund Account specifying the name of the issuer, the
CUSIP number (if available), the description and amount (or number of shares) of
the investment purchased, the market price, commission and gross or net price,
trade date, settlement date and identity of the effecting broker or dealer. From
time to time as the Board or the Manager may reasonably request, the Subadviser
shall furnish to the Manager, Trust's officers and to each of its Trustees
reports on portfolio transactions and reports on assets held in the Fund
Account, all in such detail as the Trust or the Manager may reasonably request.
The Subadviser shall also inform the Manager, the Trust's officers and the Board
on a current basis of changes in investment strategy or tactics or any other
developments materially affecting the Fund Account. The Subadviser shall make
its officers and employees available to meet with the Manager, the Trust's
officers and the Board at least quarterly on due notice and at such other times
as may be mutually agreeable, to review the investments and investment
performance of the Fund Account in the light of the Series' investment
objectives and policies and market conditions.
It shall be the duty of the Subadviser to furnish to the Trustees such
information as may reasonably be requested in order for the Board to evaluate
this Agreement or any proposed amendments thereto for the purposes of casting a
vote pursuant to Section 9 hereof.
In the performance of its duties hereunder, the Subadviser is and shall
be an independent contractor and except as otherwise expressly provided herein
or otherwise authorized in writing, shall have no authority to act for or
represent the Trust, the Series or the Manager in any way or otherwise be deemed
to be an agent of the Trust, the Series or the Manager.
In furnishing the services under this Agreement, the Subadviser shall
comply with the requirements of the Investment Company Act and of the Investment
Advisers Act of 1940 ("Advisers Act") applicable to it, the regulations
promulgated thereunder, and all other applicable laws and regulations. The
Subadviser shall immediately notify the Manager and the Trust in the event that
the Subadviser: (1) becomes subject to a statutory disqualification that
prevents the Subadviser from serving as an investment adviser pursuant to this
Agreement; or (2) is or expects to become the subject of an administrative
proceeding or enforcement action by the Securities and Exchange Commission
("SEC") or other regulatory authority (including, without limitation, any
self-regulatory organization). The Subadviser shall immediately forward, upon
receipt, to the Manager any correspondence from the SEC or other regulatory
authority that relates to the Series.
The Subadviser's primary consideration in effecting a security
transaction shall be to
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obtain the best execution under the circumstances for the Fund Account, taking
into account the factors specified in the Prospectus and Statement of Additional
Information of the Trust relating to the Series. Subject to such policies as the
Board may determine and consistent with Section 28(e) of the Securities Exchange
Act of 1934, the Subadviser shall not be deemed to have acted unlawfully or to
have breached any duty created by this Agreement or otherwise solely by reason
of its having caused the Fund Account to pay a broker-dealer for effecting a
portfolio investment transaction an amount of commission in excess of the amount
of commission another broker-dealer would have charged for effecting that
transaction, if the Subadviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of either that
particular transaction or its overall responsibilities with respect to accounts
as to which it exercises investment discretion. The Subadviser shall provide
such reports as the Board or the Manager may request with respect to the Fund
Account's brokerage and the manner in which that brokerage was allocated.
The Fund Account assets shall be maintained in the custody of the
Custodian (who shall be identified by the Manager in writing). The Subadviser
shall not have custody of any securities, cash or other assets contained in the
Fund Account, and shall not be liable for any loss resulting from any act or
omission of the Custodian other than acts or omissions arising in reliance on
instructions of the Subadviser. The Subadviser shall promptly notify the Manager
if the Subadviser becomes an affiliated person of the Custodian.
2. Delivery of Documents to the Subadviser. The Manager shall furnish
to the Subadviser copies of each of the following documents:
(a) The Declaration of Trust of the Trust as in effect on the date
hereof;
(b) The By-laws of the Trust in effect on the date hereof;
(c) The resolutions of the Board approving the engagement of the
Subadviser as subadviser for the Fund Account and approving this
Agreement;
(d) The resolutions of the Board selecting the Manager as investment
manager to the Series and approving the form of the Investment
Management Agreement with the Trust, on behalf of the Series;
(e) The Investment Management Agreement with the Trust, on behalf of
the Series;
(f) The Code of Ethics of the Trust and of the Manager as currently in
effect;
(g) Current copies of the Prospectus and Statement of Additional
Information of the Trust relating to the Series;
(h) Resolutions, policies and procedures adopted by the Board in
respect of the management or operation of the Series; and
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(i) A schedule of the investments and other assets that will initially
comprise the Fund Account.
The Manager shall furnish the Subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. Such amendments or supplements as to Items
(a) though (h) above shall be provided within 30 days of the time such materials
became available to the Manager and, until so provided, the Subadviser may
continue to rely on those documents previously provided.
During the term of this Agreement, the Manager also shall furnish to
the Subadviser prior to use thereof copies of all Trust documents, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of the Series or the public that refer
in any way to the Subadviser, and shall not use such material if the Subadviser
reasonably objects in writing within five business days (or such other time
period as may be mutually agreed) after receipt thereof. However, the Manager
and the Subadviser may mutually agree that certain of the above-mentioned
documents do not need to be furnished to the Subadviser prior to the document's
use.
In the event of termination of this Agreement, the Manager shall
continue to furnish to the Subadviser copies of any of the above-mentioned
materials that refer in any way to the Subadviser. The Manager shall furnish or
otherwise make available to the Subadviser such other information relating to
the business affairs of the Trust as the Subadviser at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.
3. Delivery of Documents to the Manager. The Subadviser shall furnish
the Manager with copies of each of the following documents:
(a) The Subadviser's most recent balance sheet;
(b) Separate lists of persons whom the Subadviser wishes to have
authorized to give written and/or oral instructions to the Custodian
and the fund accounting agent of Trust assets for the Series;
(c) The Code of Ethics of the Subadviser as currently in effect;
and
(d) Any compliance policies, trading, commission and other
reports, confirmation of Subadviser's insurance coverage (in
form and substance satisfactory to the Manager), and such
other management or operational documents as the Manager may
reasonably request in writing (on behalf of itself or the
Board) in assessing the Subadviser.
The Subadviser maintains a written Code of Ethics that complies with
the requirements of Rule 17j-1 under the Investment Company Act, as amended. The
Subadviser certifies that it has adopted procedures reasonably necessary to
prevent its "access persons," as such term is defined
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in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify
the Board upon the adoption of any material change to its Code of Ethics so that
the Board, including a majority of the Trustees who are not interested persons
of the Trust, may approve such change not later than six months after its
adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall
provide the Trust with a copy of any amendments to its Code of Ethics that do
not represent a material change to such Code. Within 45 days of the end of each
year while this Agreement is in effect (or more frequently if required by Rule
17j-1 or as the Trust may reasonably request), the Subadviser shall provide the
Board with a written report that, as required by Rule 17j-1: (1) describes any
issue arising under the Subadviser's Code of Ethics or procedures since the last
report to the Board, including, but not limited to, information about material
violations of the Code or procedures and sanctions imposed in response to the
material violations, and (2) certifies that the Subadviser has adopted
procedures reasonably necessary to prevent its access persons from violating its
Code of Ethics. Upon the written request of the Trust, the Subadviser shall
permit the Trust to examine the reports to be made by the Subadviser under Rule
17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f).
The Subadviser shall furnish the Manager from time to time with copies,
properly certified or otherwise authenticated, of all material amendments of or
supplements to the foregoing, if any. Additionally, the Subadviser shall provide
to the Manager such other documents relating to its services under this
Agreement as the Manager may reasonably request on a periodic basis. Such
amendments or supplements as to items (a) through (c) above shall be provided
within 30 days of the time such materials became available to the Subadviser.
The Subadviser shall promptly notify the Manager of any transaction or
other event that results in an "assignment" of this Agreement within the meaning
of the Investment Company Act. In addition, the Subadviser shall promptly
complete and return to the Manager or the Trust any compliance questionnaires or
other inquiries submitted to the Subadviser in writing.
4. Other Agreements, etc. It is understood that any of the shareholders,
the Trustees, officers and employees of the Trust or the Series may be
a shareholder, director, officer or employee of, or be otherwise
interested in, the Subadviser, any interested person of the Subadviser,
any organization in which the Subadviser may have an interest or any
organization which may have an interest in the Subadviser, and that any
such interested person or any such organization may have an interest in
the Trust or the Series. It is also understood that the Subadviser, the
Manager and the Trust may have advisory, management, service or other
contracts with other individuals or entities, and may have other
interests and businesses. On occasions when the Subadviser deems the
purchase or sale of a security for the Fund Account to be in the best
interest of the Series, as well as other clients of the Subadviser, the
Subadviser, to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the investments to
be sold or purchased in order to obtain best execution under the
circumstances. In such event, allocation of the investments so
purchased or sold, as well as the expenses incurred in the
transactions, shall be made by the Subadviser in the manner the
Subadviser considers to be most equitable and consistent with its
fiduciary obligations to the Series and to such other clients.
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Nothing in this Agreement shall impose upon the Subadviser any
obligation to purchase or sell for the Fund Account, or recommend for
purchase or sale, by the Fund Account any investment which it or its
officers, directors, affiliates or employees may purchase or sell for
the Subadviser or such officer's, director's, affiliate's or employee's
own accounts or for the account of any of the Subadviser's clients,
advisory or otherwise.
The Subadviser may give advice and take action with respect to other funds
or clients, or for its own account that may differ from the advice or the timing
or nature of action taken with respect to the Fund Account.
Nothing in this Agreement shall be implied to prevent (1) the Manager from
engaging other subadvisers to provide investment advice and other services in
relation to assets of the Series, or other series of the Trust, for which the
Subadviser does not provide such services, or to prevent the Manager from
providing such services itself in relation to such assets or series; or (2) the
Subadviser from providing investment advice and other services to other funds or
clients.
5. Fees, Expenses and Other Charges.
(a) For its services hereunder, the Subadviser shall be paid a management
fee by the Manager according to the fee schedule attached hereto as
Schedule A.
(b) The Subadviser, at its expense, shall furnish all necessary
investment facilities, including salaries of personnel required for it to
execute its duties under this Agreement.
6. Confidential Treatment. It is understood that any information or
recommendation supplied by the Subadviser in connection with the
performance of its obligations hereunder is to be regarded as
confidential and for use only by the Manager, the Trust or such persons
as the Manager may designate in connection with the Series. It is also
understood that any information supplied to the Subadviser in
connection with the performance of its obligations hereunder,
particularly, but not limited to, any list of investments which, on a
temporary basis, may not be bought or sold for the Series, is to be
regarded as confidential and for use only by the Subadviser in
connection with its obligation to provide investment advice and other
services to the Series.
The Subadviser shall maintain and enforce adequate security procedures with
respect to all materials, records, documents and data relating to any of its
responsibilities pursuant to this Agreement including all means for the
effecting of investment transactions.
7. Representations and Covenants of the Parties. The Subadviser hereby
acknowledges that it is registered as an investment adviser under the
Advisers Act and that neither it nor any affiliated person of it, as
such term is defined in Section 2(a)(3) of the Investment Company Act
("affiliated person"), is subject to any disqualification that would
make the Subadviser unable to serve as an investment adviser to a
registered investment company under Section 9 of the Investment Company
Act. The Manager and the
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Subadviser acknowledge that the Fund Account represents only a portion
of the Series and that the Subadviser shall not be responsible for
ensuring that the Series as a whole is managed in a manner that
complies with applicable rules and regulations of the SEC and
Subchapter M and Section 817 of the Internal Revenue Code. The
Subadviser covenants that it shall carry out appropriate compliance
procedures necessary to the operation of the Series as the Subadviser
and the Manager may agree including, if requested by the Manager,
managing the Fund Account as if it were a separate investment company
for purposes of determining compliance with the rules and regulations
of the SEC, the Series' investment policies and restrictions and the
Series' qualification as a registered investment company under
Subchapter M and Section 817 of the Internal Revenue Code. The
Subadviser also covenants that it shall cooperate with the Manager's
(or its designee's) personnel to ensure that the Series is in
conformity with such rules and regulations, investment policies and
restrictions and Subchapter M and Section 817, including providing
such information concerning the purchase or sale of investments on
behalf of the Fund Account as the Manager may request.
Reports by the Subadviser and Records of the Series. The Subadviser shall
furnish the Manager monthly, quarterly and annual reports concerning
transactions and performance of the Fund Account, including information required
to be disclosed in the Trust's registration statement, in such form as may be
mutually agreed, to review the Fund Account and discuss the management of it. If
requested by the Manager, the Subadviser shall also furnish the Manager
quarterly compliance certifications. The Subadviser shall permit its financial
statements, books and records with respect to the Series to be inspected and
audited by the Trust, the Manager or their agents at all reasonable times during
normal business hours. The Subadviser shall immediately notify and forward to
both the Manager and legal counsel for the Series any legal process served upon
it on behalf of the Manager or the Trust. The Subadviser shall promptly notify
the Manager of any changes in any information concerning the Subadviser of which
the Subadviser becomes aware that would be required to be disclosed in the
Trust's registration statement.
In compliance with the requirements of Rule 31a-3 under the Investment
Company Act, the Subadviser agrees that all records it maintains with respect to
the Fund Account are the property of the Trust and further agrees to surrender
promptly to the Trust or the Manager any such records upon the Trust's or the
Manager's request. However, the Subadviser may retain copies of such records to
comply with the recordkeeping requirements of the Investment Advisers Act and
Investment Company Act. The Subadviser further agrees to maintain for the Trust
the records the Trust is required to maintain under Rule 31a-1(b) insofar as
such records relate to the Fund Account. The Subadviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment Company
Act the records it maintains for the Trust.
8. Continuance and Termination. This Agreement shall remain in full force
and effect through September 30, 2002, and is renewable annually
thereafter by specific approval of the Board or by the affirmative
vote of a majority of the outstanding voting securities of the Series.
Any such renewal shall be approved by the vote of a
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majority of the Trustees who are not interested persons under the
Investment Company Act, cast in person at a meeting called for the
purpose of voting on such renewal. This Agreement may be terminated
without penalty at any time by the Board, by vote of a majority of the
outstanding voting securities of the Series, or by the Manager or by
the Subadviser upon 60 days written notice. This Agreement shall
automatically terminate in the event of its assignment by either party
to this Agreement, as defined in the Investment Company Act, or upon
termination of the Manager's Investment Management Agreement with the
Trust, on behalf of the Series. In addition, the Manager or the Trust
may terminate this Agreement upon immediate notice if the Subadviser
becomes statutorily disqualified from performing its duties under this
Agreement or otherwise is legally prohibited from operating as an
investment adviser.
9. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, except by an instrument in writing
signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement
shall be effective until approved in a manner consistent with the
Investment Company Act and rules and regulations thereunder and any
applicable SEC exemptive order therefrom, SEC no-action letter or SEC
interpretive guidance.
10. Voting Rights. The Manager shall be responsible for exercising any
voting rights of any investments of the Series.
11. Indemnification. The Subadviser agrees to indemnify and hold harmless
the Manager, any affiliated person of the Manager and each person, if
any, who, within the meaning of Section 15 of the Securities Act of
1933 (the "1933 Act"), controls ("controlling person") the Manager,
against any and all losses, claims damages, liabilities or litigation
(including reasonable legal and other expenses), to which the Manager
or such affiliated person or controlling person may become subject
under the 1933 Act, the Investment Company Act, the Advisers Act, under
any other statute, at common law or otherwise, arising out of the
Subadviser's responsibilities as manager of the Fund Account (1) to the
extent of and as a result of the willful misconduct, bad faith, or
gross negligence by the Subadviser, any of the Subadviser's employees
or representatives or any affiliate of or any person acting on behalf
of the Subadviser, or (2) as a result of any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus
and Statement of Additional Information of the Trust relating to the
Series or any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement therein not
misleading, if such a statement or omission was made in reliance upon
written information furnished by the Subadviser to the Manager, the
Trust or any affiliated person of the Manager or the Trust expressly
for use in the Trust's registration statement, or upon verbal
information confirmed by the Subadviser in writing expressly for use in
the Trust's registration statement or (3) to the extent of, and as a
result of, the failure of the
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Subadviser to execute, or cause to be executed, portfolio
transactions according to the standards and requirements of the
Investment Company Act, the Advisers Act and the Securities
Exchange Act of 1934.
In no case shall the Subadviser's indemnity in favor of the Manager or
any affiliated person or controlling person of the Manager, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
The Manager agrees to indemnify and hold harmless the Subadviser and
any affiliated person or controlling person of the Subadviser against any and
all losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses), to which the Subadviser or such affiliated person or
controlling person may become subject under the 1933 Act, the Investment Company
Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Manager's responsibilities as investment manager of the
Series (1) to the extent of and as a result of the willful misconduct, bad
faith, or gross negligence by the Manager, any of the Manager's employees or
representatives or any affiliate of or any person acting on behalf of the
Manager, or (2) as a result of any untrue statement or alleged untrue statement
of a material fact contained in the Prospectus and Statement of Additional
Information of the Trust relating to the Series or any amendment thereof or any
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, if such a statement or omission was made by the Trust
other than in reliance upon written information furnished by the Subadviser, or
any affiliated person of the Subadviser, expressly for use in the Trust's
registration statement or other than upon verbal information confirmed by the
Subadviser in writing expressly for use in the Trust's registration statement.
In no case shall the Manager's indemnity in favor of the Subadviser or
any affiliated person or controlling person of the Subadviser, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
12. Certain Definitions. For the purposes of this Agreement, the "vote
of a majority of the outstanding voting securities of the Series"
means the affirmative vote, at a duly called and held meeting of
shareholders of the Series, (1) of the holders of 67% or more of
the shares of the Series present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Series entitled to vote at such
meeting are present in person or by proxy, or (2) of the holders
of more than 50% of the outstanding shares of the Series entitled
to vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "affiliated person,"
"interested person" and "assignment" shall have their respective meanings
defined in the Investment Company Act, and
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the term "controlling person" shall have the meaning defined in the 1933 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under such Acts.
13. Notices. All notices or other communications required or
permitted to be given hereunder shall be in writing and shall be
delivered or sent by pre-paid first class letter post to the
following addresses or to such other address as the relevant
addressee provides in writing to the others for the delivery of
such notices and communications, and shall be deemed to have been
given at the time of delivery.
If to the Manager: DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
If to the Trust: XXXXXXX VARIABLE SERIES II
XXXXXXX FOCUS VALUE+GROWTH PORTFOLIO
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Secretary
If to the Subadviser: XXXXXXXX ASSOCIATES LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx, Executive
Vice President
14. Instructions. The Subadviser is authorized to honor and act on
any notice, instruction or confirmation given by the Trust or
Manager in writing signed or sent by one of the persons whose
names, addresses and specimen signatures shall be provided by the
Trust or Manager from time to time.
15. Law. This Agreement is governed by and shall be construed in
accordance with the laws of the Commonwealth of Massachusetts in
a manner not in conflict with the provisions of the Investment
Company Act.
16. Limitation of Liability of the Trust, Trustees, and Shareholders.
It is understood and expressly stipulated that none of the
Trustees, officers, agents, or shareholders of the Trust shall be
personally liable hereunder. It is understood and acknowledged
that all persons dealing with the Series must look solely to the
property of the Series for the enforcement of any claims against
the Series as neither the Trustees, officers, agents or
shareholders assume any personal liability for obligations
entered into on behalf of the Trust or the Series. No series of
the Trust shall be liable for the obligations of any other
series.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of
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which shall be deemed an original, and all such counterparts
shall constitute a single instrument.
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IN WITNESS WHEREOF, the parties hereto have each caused this instrument
to be signed in duplicate on its behalf by the officer designated below
thereunto duly authorized.
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
Attest: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxx X. Xxxxxx
--------------------------- --------------------------
Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxx X. Xxxxxx
Title: Managing Director Title: Managing Director
XXXXXXXX ASSOCIATES LLC
Attest: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
--------------------------- --------------------------
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxx
Title: Vice President-Legal Title: Executive Vice President
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Schedule A to the Subadvisory Agreement
for the Xxxxxxx Focus Value+Growth Portfolio (the "Series"), a series of
Xxxxxxx Variable Series II (the "Trust"), made as of the 5th day of April,
2002 between Deutsche Investment Management Americas Inc. ("Manager")
and Xxxxxxxx Associates LLC ("Subadviser")
FEE SCHEDULE
As compensation for its services described herein, the Subadviser shall receive
from the Manager a monthly fee based on a percentage of the combined average
daily net assets of the Fund Account and the Fund Account referred to in the
Subadvisory Agreement made as of the 5th day of April, 2002, between the
Manager and the Subadviser relating to the Xxxxxxx Focus Value Plus Growth Fund
(the "Xxxxxxx Focus Value Plus Fund Account") calculated as the product of (a)
the monthly fee determined on the basis of the combined average daily net assets
of the Fund Account and the Xxxxxxx Focus Value Plus Fund Account as provided in
the schedule below, and (b) the quotient of (i) average daily net assets of the
Fund Account for the period in question divided by (ii) the combined average
daily net assets of the Fund Account and of the Xxxxxxx Focus Value Plus Fund
Account for such period.
Net Assets* Annualized Rate
----------- ---------------
$0 - $100 million 0.45 of 1%
$100 - 500 million 0.40 of 1%
$500 - 1 billion 0.35 of 1%
$1 - 2 billion 0.30 of 1%
$2 billion + 0.25 of 1%
* Combined net assets of the Fund Account and the Xxxxxxx Focus Value Plus Fund
Account
The "average daily net assets" of the Fund Account and the Xxxxxxx Focus Value
Plus Fund Account shall be calculated at such time or times as the Board may
determine in accordance with the provisions of the Investment Company Act of
1940, as amended. The value of the net assets of the Fund Account and the
Xxxxxxx Focus Value Plus Fund Account shall always be determined pursuant to the
applicable provisions of the applicable Declaration of Trust and Registration
Statement. If the determination of net asset value does not take place for any
particular day, for the purposes of this Schedule A, the net asset value shall
be deemed to be the net asset value determined as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computation. If the Series determines the value of the net assets of its
portfolio more than once on any day, then the last such determination thereof on
that day shall be deemed to be the sole determination thereof on that day for
the purposes of this Schedule A. Fees are charged monthly in arrears based on
one-twelfth of the annual fee rate. Fees shall be prorated appropriately if the
Subadviser does not perform services pursuant to this Subadvisory Agreement for
a full month.
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