DWS RREEF WORLD REAL ESTATE & TACTICAL STRATEGIES FUND, INC. INVESTMENT ADVISORY AGREEMENT
DWS RREEF WORLD REAL ESTATE & TACTICAL STRATEGIES FUND, INC.
INVESTMENT ADVISORY AGREEMENT
Agreement made as of , 2007 between DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a
Delaware corporation (the “Manager”) and RREEF AMERICA L.L.C., a Delaware limited liability company
(the “Investment Advisor”).
W I T N E S S E T H:
WHEREAS, the Manager has entered into an Investment Management Agreement dated as of ,
2007, (the “Investment Management Agreement”) with DWS RREEF World Real Estate & Tactical
Strategies Fund, Inc. a closed-end management investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”) and organized as a corporation under the laws of
the State of Maryland (the “Fund”), pursuant to which the Manager will act as manager to the Fund;
WHEREAS, the Investment Management Agreement contemplates that the Manager may appoint a
sub-adviser to perform certain services relating to the management of the investment operations of
the Fund, and the Investment Advisor is willing to render such investment advisory services to the
Fund; and
WHEREAS, the Investment Advisor is registered as an investment adviser under the Investment
Advisers Act of 1940.
NOW, THEREFORE, in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. The Manager hereby appoints the Investment Advisor to act as investment advisor to the Fund
for the period and on the terms set forth in this Agreement. The Investment Advisor accepts such
appointment and agrees to render the services herein set forth, for the compensation herein
provided.
2. Subject to the general supervision of the Board of Directors and the Manager, the
Investment Advisor shall manage the investment operations of the Fund and the composition of the
Fund’s holdings of securities and other investments, including cash, the purchase, retention and
disposition thereof and agreements relating thereto, in accordance with the Fund’s investment
objective and policies as stated in the Registration Statement (as defined in paragraph 3(d) of
this Agreement) and subject to the following understandings:
(a) The Investment Advisor, in the performance of its duties and obligations under this Agreement,
shall act in conformity with the Articles of Incorporation and By-Laws of the Fund and the
Registration Statement and with the instructions and directions of the Board of Directors, and will
conform to and comply with the requirements of the 1940 Act and all other applicable federal and
state laws and regulations;
(b) the Investment Advisor shall use the same skill and care in the management of the Fund’s
investments as it uses in the administration of other accounts for which it has investment
responsibility as agent;
(c) the Investment Advisor shall determine the securities or other investments to be purchased,
sold or lent by the Fund and as agent for the Fund will effect portfolio transactions pursuant to
its determinations either directly with the issuer or with any broker and/or dealer in such
securities, including a broker affiliated with the Investment Advisor; in placing orders with
brokers and/or dealers the Investment Advisor intends to seek best price and execution for
purchases and sales; the Investment Advisor shall also determine whether or not the Fund shall
enter into repurchase or reverse repurchase agreements;
(d) On occasions when the Investment Advisor deems the purchase or sale of a security or other
investment to be in the best interest of the Fund as well as other customers of the Investment
Advisor, the Investment Advisor may, to the extent permitted by applicable laws and regulations,
but shall not be obligated to, aggregate the securities to be so sold or purchased on behalf of the
Fund and such other customer of the Investment Advisor in order to obtain best execution, including
lower brokerage commissions, if applicable. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be made by the
Investment Advisor in the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund;
(e) the Investment Advisor shall maintain a set of books and records with respect to the Fund’s
securities transactions as required by the Advisers Act and other applicable laws and regulations
and shall render to the Board of Directors such periodic and special reports as the Board of
Directors may reasonably request; and
(f) the services of the Investment Advisor to the Fund under this Agreement are not to be deemed
exclusive, and the Investment Advisor shall be free to render similar services to others.
Notwithstanding the foregoing, the Investment Advisor is not authorized, and shall not be
deemed to have assumed any duties under this Agreement, to make any business, operational or
management decisions on behalf of the Fund other than with respect to the investment operations and
composition of the Fund’s holdings of securities and other investments as set forth herein.
3. The Manager has delivered copies of each of the following documents to the Investment
Advisor and will promptly notify and deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund (such Articles of Incorporation, as presently in effect
and as amended from time to time, are herein called the “Articles of Incorporation”);
(b) By-Laws of the Fund (such By-Laws, as presently in effect and as amended from time to time, are
herein called the “By-Laws”);
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(c) Certified resolutions of the Board of Directors authorizing the appointment of the Manager and
approving the form of this Agreement;
(d) The Fund’s Notification of Registration on Form N-8A under the 1940 Act, its Registration
Statement on Form N-2 under the Securities Act of 1933, as amended and the 1940 Act (File No.
333-142047), as filed with the Securities and Exchange Commission (the “Commission”) on April 11,
2007 including all amendments thereto (together with the Registration Statement of the Fund, the
“Registration Statement”).
4. The Investment Advisor shall keep the books and records required to be maintained by it
pursuant to paragraph 2(e) of this Agreement. The Investment Advisor agrees that all records that
it maintains for the Fund are the property of the Fund and it will promptly surrender any of such
records to the Fund or to the Manager upon request. The Investment Advisor further agrees to
preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act any such
records as are required to be maintained by the Manager with respect to the Fund by Rule 31a-2 of
the Commission under the 1940 Act.
5. During the term of this Agreement, the Investment Advisor will pay all expenses, including
personnel costs and overhead, incurred by it in connection with its activities under this
Agreement, other than the cost of securities and investments purchased or sold for the Fund
(including taxes and brokerage commissions, if any) and extraordinary expenses.
6. The Manager shall continue to have responsibility for all services to be provided to the
Fund pursuant to the Investment Management Agreement and shall oversee and review the Investment
Advisor’s performance of its duties under this Agreement.
7. For the services provided and the expenses borne pursuant to this Agreement, the Manager
will pay to the Investment Advisor, as full compensation therefor, a fee, calculated daily and
payable monthly in arrears, equal to 50% of the management fee received by the Manager under the
Investment Management Agreement, at an annual rate of 0.45% of the Fund’s average daily total
managed assets (i.e., the net asset value of the Fund’s common stock plus the liquidation
preference of any Fund preferred shares and the principal amount of any borrowings used for
leverage).
Subject to the provisions of this Agreement, the duties of the Investment Advisor, and the
fees to be paid to the Investment Advisor by the Manager under and pursuant to this Agreement or
other arrangement entered into in accordance with this Agreement may be adjusted from time to time
by the Manager, subject to the prior approval of the members of the Board of Directors who are not
“interested persons” (as defined in the 1940 Act).
8. The Investment Advisor shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Manager or the Fund 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.
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9. This Agreement shall continue in effect until September 30, 2008 and shall continue in
effect from year to year thereafter if such continuance is specifically approved at least annually
in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be
terminated in its entirety, at any time, without the payment of any penalty, (a) by the Manager, or
(b) by the Fund, by vote of a majority of the Board of Directors or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Fund, in each case on not more
than 60 days’ written notice to the Investment Advisor, or by the Investment Advisor, at any time,
without the payment of any penalty, on not more than 60 days’ written notice to the Manager and to
the Fund. This Agreement will automatically and immediately terminate in the event of its
“assignment” (as defined in the 0000 Xxx) or upon termination of the Investment Management
Agreement.
10. The Investment Advisor shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized by the Board of
Directors and the Manager from time to time, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
11. This Agreement may be amended by the mutual consent of the parties. Any such amendment
shall also require the consent of the Fund, which must be approved (a) by vote of a majority of
those Directors of the Fund who are not parties to this Agreement or “interested persons” (as
defined in the 0000 Xxx) of any such party (other than as Directors of the Fund), cast in person at
a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the
outstanding voting securities of the Fund.
12. Notices of any kind to be given hereunder shall be in writing and shall be duly given if
mailed or delivered as follows: (a) to the Investment Advisor at 000 Xxxxx Xxxxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: President, with a copy to the Manager;
(b) to the Manager at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chief Operating
Officer; (c) to the Fund at Two International Pl., 10th Fl., Xxxxxx, XX 00000,
Attention: Secretary; or (d) at such other address or to such other individual as any of the
foregoing shall designate by notice to the others.
13. This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original.
14. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the date set forth above.
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By:
Name:
Title:
By:
Name:
Title:
RREEF AMERICA L.L.C.
By:
Name:
Title:
By:
Name:
Title:
By:
Name:
Title:
By:
Name:
Title:
RREEF AMERICA L.L.C.
By:
Name:
Title:
By:
Name:
Title:
Acknowledged and Confirmed.
DWS RREEF WORLD REAL ESTATE & TACTICAL STRATEGIES FUND, INC.
DWS RREEF WORLD REAL ESTATE & TACTICAL STRATEGIES FUND, INC.
By:
Name:
Title:
Name:
Title:
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