Exhibit(d)(42)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 5th day of April, 2002, by and between DEUTSCHE
INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the "Adviser") and
DREMAN VALUE MANAGEMENT, L.L.C., a Delaware limited liability company (the
"Sub-Adviser").
WHEREAS, XXXXXXX VARIABLE SERIES II, a Massachusetts business trust
(the "Fund") is a management investment company registered under the Investment
Company Act of 1940, as amended ("the Investment Company Act");
WHEREAS, the Adviser acts as manager for the Fund, including the series
known as SVS Focus Value + Growth Portfolio (the "SFVG Series"), pursuant to an
Investment Management Agreement (the "Management Agreement"), and is responsible
for the day-to-day management and overall administration of the Fund; and
WHEREAS, the Adviser desires at this time to retain the Sub-Adviser to
render investment advisory and management services for those assets of the SFVG
Series that Adviser determines to assign to Sub-Adviser (those assets being
referred to as the "Fund Account"), and the Sub-Adviser is willing to render
such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Appointment of Sub-Adviser.
(a) The Adviser hereby employs the Sub-Adviser to serve the Adviser
as investment counsel with respect to the Fund Account in accordance with the
applicable investment objectives, policies and limitations and subject to the
supervision of the Adviser and the Board of Trustees of the Fund for the period
and upon the terms herein set forth. The Sub-Adviser shall provide research and
analysis relative to the investment program and investments of the Fund Account,
determine what securities should be bought and sold for the account of the Fund
Account and monitor on a continuing basis the performance of the portfolio
securities of the Fund Account. The Sub-Adviser shall place orders for the
purchase or sale of portfolio securities for the account of the Fund Account
with brokers or dealers selected by the Sub-Adviser; and, in connection
therewith, the Sub-Adviser is authorized to give instructions to the Custodian
and Accounting Agent of the Fund as to the deliveries of securities and payments
of cash for the account of the Fund Account. In connection with the selection of
such brokers or dealers and the placing of such orders, the Sub-Adviser is
directed to seek for the Fund Account best execution of orders. Subject to such
policies as the Board of Trustees of the Fund determines and subject to
satisfying the requirements of Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser 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 a broker or dealer to be paid out of the Fund Account an
amount of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser determined 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 or dealer viewed in terms of either
that particular transaction or the Sub-Adviser's overall responsibilities with
respect to the clients of the Sub-Adviser as to which the Sub-Adviser exercises
investment discretion. The Adviser recognizes that all research services and
research that the Sub-Adviser receives are available for all clients of the
Sub-Adviser, and that the Fund Account and other clients of the Sub-Adviser may
benefit thereby. The investment of funds shall be subject to all applicable
restrictions of the Agreement and Declaration of Trust of the Fund as may from
time to time be in force. Nothing in this Agreement prevents the Adviser from
engaging other sub-advisers to provide investment advice and other services in
relation to
assets of the Fund for which the Sub-Adviser does not provide services under
this Agreement, or providing such services itself in relation to such assets.
(b) The Sub-Adviser accepts such employment and agrees during the
period of this Agreement to render such investment management services in
accordance with the applicable investment objectives, policies and limitations
set out in the Fund's prospectus and Statement of Additional Information, as
amended from time to time, to furnish related office facilities and equipment
and clerical, bookkeeping and administrative services in respect of the Fund
Account, and to assume the other obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall assume and pay all of the
costs and expenses of performing its obligations under this Agreement. The
Sub-Adviser shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund, the SFVG Series, the
Fund Account or the Adviser in any way or otherwise be deemed an agent of the
Fund, the SFVG Series, the Fund Account or the Adviser.
(c) The Sub-Adviser will keep the Adviser, for itself and on behalf
of the Fund, informed of developments materially affecting the Fund, the SFVG
Series or the Fund Account and shall, on the Sub-Adviser's own initiative and as
reasonably requested by the Adviser, for itself and on behalf of the Fund,
furnish to the Adviser from time to time whatever information the Adviser
reasonably believes appropriate for this purpose.
(d) The Sub-Adviser shall provide the Adviser with such investment
portfolio accounting and shall maintain and provide such detailed records and
reports as the Adviser may from time to time reasonably request, including
without limitation, daily processing of investment transactions and periodic
valuations of investment portfolio positions as required by the Adviser, monthly
reports of the investment portfolio and all investment transactions and the
preparation of such reports and compilation of such data as may be required by
the Adviser to comply with the obligations imposed upon it under the Management
Agreement. The Sub-Adviser agrees to install in its offices computer equipment
or software, as provided by the Adviser at its expense, for use by the
Sub-Adviser in performing its duties under this Sub-Advisory Agreement,
including inputting on a daily basis that day's portfolio transactions in the
Fund Account.
(e) The Sub-Adviser 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 securities transactions.
(f) The Sub-Adviser shall manage the Fund Account in accordance with
the procedures and instructions set out or referred to in this Section 1(f) so
that the SFVG Series will qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code ("IRC") and will be adequately
diversified for purposes of Section 817(h) of the IRC and the Treasury
regulations thereunder. The Sub-Adviser covenants that it shall carry out
appropriate compliance procedures necessary to the operation of the SFVG Series
as the Sub-Adviser and the Adviser may agree. Unless instructed otherwise by the
Adviser, the Sub-Adviser shall manage the Fund Account as if it were a separate
investment company for purposes of determining compliance with the rules and
regulations of the United States Securities and Exchange Commission ("SEC"), the
SFVG Series' investment policies and restrictions and the SFVG Series'
qualification as a registered investment company under Subchapter M and Section
817(h) of the IRC, and shall also manage the Fund Account in accordance with
such other instructions as the Adviser may give to the Sub-Adviser from time to
time. The Sub-Adviser also covenants that it shall cooperate with the Adviser's
(or its designee's) personnel to ensure that the SFVG Series is in conformity
with such rules and regulations, investment policies and restrictions and
Subchapter M and Section 817(h), including providing such information concerning
the purchase or sale of investments on behalf of the Fund Account as the Adviser
may request. The Sub-Adviser agrees that it will provide to the Adviser or the
Fund
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promptly upon request reports and copies of such of its investment records and
ledgers with respect to the Fund Account as appropriate to assist the Adviser
and the Fund in monitoring compliance with the Investment Company Act and the
Investment Advisers Act of 1940 (the "Advisers Act"), as well as other
applicable laws. The Sub-Adviser will furnish the Adviser or the Fund's Board of
Trustees such periodic and special reports with respect to the Fund Account as
the Adviser or the Board of Trustees may reasonably request, including
statistical information with respect to the Fund Account's securities. The
Sub-Adviser will not be liable for the SFVG Series ceasing to qualify as a
regulated investment company under Subchapter M of the IRC, or ceasing to be
adequately diversified for purposes of Section 817(h) of the IRC and the
Treasury regulations thereunder, as a result of the management of assets of the
SFVG Series other than those assets constituting the Fund Account provided that
the Sub-Adviser has complied with its obligations under this Section 1(f).
(g) In compliance with the requirements of Rule 31a-3 under the
Investment Company Act, the Sub-Adviser hereby agrees that any records that it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly any such records upon the Fund's or the Adviser's request,
although the Sub-Adviser may, at the Sub-Adviser's own expense, make and retain
copies of such records. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the Investment Company Act any records
with respect to the Sub-Adviser's duties hereunder required to be maintained by
Rule 31a-1 under the Investment Company Act to the extent that the Sub-Adviser
prepares and maintains such records pursuant to this Agreement and to preserve
the records required by Rule 204-2 under the Advisers Act for the period
specified in that Rule.
(h) The Sub-Adviser agrees that it will immediately notify the
Adviser and the Fund in the event that the Sub-Adviser: (i) becomes subject to a
statutory disqualification that prevents the Sub-Adviser from serving as an
investment adviser pursuant to this Agreement; or (ii) is or expects to become
the subject of an administrative proceeding or enforcement action by the SEC or
other regulatory authority.
(i) The Sub-Adviser agrees that it will immediately forward, upon
receipt, to the Adviser, for itself and as agent for the Fund, any
correspondence from the SEC or other regulatory authority that relates to the
Fund, the SFVG Series or the Fund Account.
(j) The Sub-Adviser acknowledges that it is an "investment adviser"
to the Fund within the meaning of the Investment Company Act and the Advisers
Act.
(k) The Sub-Adviser shall be responsible for maintaining an
appropriate compliance program to ensure that the services provided by it under
this Agreement are performed in a manner consistent with applicable laws and the
terms of this Agreement. The Sub-Adviser agrees to provide such reports and
certifications regarding its compliance program as the Adviser or the Fund shall
reasonably request from time to time.
(l) The Sub-Adviser maintains a written Code of Ethics that complies
with the requirements of Rule 17j-1 under the Investment Company Act. The
Sub-Adviser certifies that it has adopted procedures reasonably necessary to
prevent its "access persons," as such term is defined in Rule 17j-1, from
violating the Code of Ethics. The Sub-Adviser 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 Fund,
may approve such change not later than six months after its adoption by the
Sub-Adviser, as required by Rule 17j-1. The Sub-Adviser also shall provide the
Fund 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 calendar year
while this Agreement is in effect (or more frequently if required by Rule 17j-1
or as the Fund may reasonably request), the Sub-Adviser shall provide the Board
with a written report that, as required by Rule 17j-1: (i) describes any issue
arising under the Sub-Adviser's Code of Ethics or procedures since the
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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 (ii) certifies that the Sub-Adviser has adopted
procedures reasonably necessary to prevent its access persons from violating its
Code of Ethics. Upon the written request of the Fund, the Sub-Adviser shall
permit the Fund to examine the reports to be made by the Sub-Adviser under Rule
17j-1(d) and the records the Sub-Adviser maintains pursuant to Rule 17j-1(f).
2. Compensation.
For the services and facilities described herein, the Adviser will pay
to the Sub-Adviser, 15 days after the end of each calendar month, a sub-advisory
fee of 1/12 of an annualized amount computed by applying the annual rates set
forth in Appendix A to the applicable average daily net assets of the Fund
Account as defined below for such month.
For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
3. Net Asset Value. The net asset value for the Fund Account shall be
calculated as the Board of Trustees of the Fund may determine from time to time
in accordance with the provisions of the Investment Company Act. On each day
when net asset value is not calculated, the net asset value of the Fund Account
shall be deemed to be the net asset value as of the close of business on the
last day on which such calculation was made for the purpose of the foregoing
computations.
4. Duration and Termination.
(a) This Agreement shall become effective with respect to the Fund
Account on the first business day following the date it is approved in the
manner required by the Investment Company Act and the rules and regulations
thereunder and shall remain in full force until June 30, 2007, unless sooner
terminated or not annually approved as hereinafter provided. Notwithstanding the
foregoing, this Agreement shall continue in force through June 30, 2007, and
from year to year thereafter, only as long as such continuance is specifically
approved at least annually and in the manner required by the Investment Company
Act and the rules and regulations thereunder, with the first annual renewal to
be coincident with the next renewal of the Management Agreement.
(b) This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management Agreement. In
addition, the Adviser has the right to terminate this Agreement upon immediate
notice if the Sub-Adviser becomes statutorily disqualified from performing its
duties under this Agreement or otherwise is legally prohibited from operating as
an investment adviser.
(c) If a party breaches this Agreement in any material respect which
is not cured within sixty (60) days of the other party giving it written notice
of such breach, the other party may effect termination of this Agreement on
written notice to the defaulting party.
(d) This Agreement may be terminated at any time, without the payment
by the Fund of any penalty, by the Board of Trustees of the Fund, or by vote of
a majority of the outstanding voting securities of the SFVG Series, or by the
Adviser. The Fund may effect termination of this Agreement by action of the
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the SFVG Series on sixty (60) days written notice to the Adviser
and the Sub-Adviser. The Adviser may effect termination of this Agreement on
sixty (60) days written notice to the Sub-Adviser.
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(e) The Sub-Adviser may terminate this Agreement upon ninety (90)
days written notice to the Adviser.
(f) The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the Investment Company
Act and the rules and regulations thereunder.
(g) Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 2 earned prior to such termination.
(h) The provisions of Sections 8 and 10 shall survive the termination
of this Agreement.
5. Representations and Warranties. The Sub-Adviser hereby represents
and warrants as follows:
(a) The Sub-Adviser is registered with the SEC as an investment adviser
under the Advisers Act, and such registration is current, complete and in full
compliance with all material applicable provisions of the Advisers Act and the
rules and regulations thereunder;
(b) The Sub-Adviser has all requisite authority to enter into, execute,
deliver and perform the Sub-Adviser's obligations under this Agreement;
(c) The Sub-Adviser's performance of its obligations under this
Agreement does not conflict with any law, regulation or order to which the
Sub-Adviser is subject; and
(d) The Sub-Adviser has reviewed the portion of (i) the registration
statement filed with the SEC, as amended from time to time for the Fund
("Registration Statement"), and (ii) the Fund's prospectus and supplements
thereto, in each case in the form received from the Adviser with respect to the
disclosure about the Sub-Adviser, the Fund, the SFVG Series and the Fund Account
of which the Sub-Adviser has knowledge (the "Sub-Adviser and SFVG Information")
and except as advised in writing to the Adviser such Registration Statement,
prospectus and any supplement contain, as of its date, no untrue statement of
any material fact of which the Sub-Adviser has knowledge and do not omit any
statement of a material fact of which the Sub-Adviser has knowledge which was
required to be stated therein or necessary to make the statements contained
therein not misleading.
6. Covenants. The Sub-Adviser hereby covenants and agrees that, so long
as this Agreement shall remain in effect:
(a) The Sub-Adviser shall maintain the Sub-Adviser's registration as an
investment adviser under the Advisers Act, and such registration shall at all
times remain current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and regulations
thereunder;
(b) The Sub-Adviser's performance of its obligations under this
Agreement shall not conflict with any law, regulation or order to which the
Sub-Adviser is then subject;
(c) The Sub-Adviser shall at all times comply with the Advisers Act and
the Investment Company Act, and all rules and regulations thereunder, and all
other applicable laws and regulations, and the Registration Statement,
prospectus and any supplement and with any applicable procedures adopted by the
Fund's Board of Trustees, provided that such procedures are substantially
similar to those applicable to
5
similar funds for which the Board of Trustees of the Fund is responsible and
that such procedures are identified in writing to the Sub-Adviser;
(d) The Sub-Adviser shall promptly notify the Adviser and the Fund upon
the occurrence of any event that might disqualify or prevent the Sub-Adviser
from performing its duties under this Agreement. The Sub-Adviser further agrees
to notify the Adviser of any changes that would cause the Registration Statement
or prospectus for the Fund to contain any untrue statement of a material fact or
to omit to state a material fact which is required to be stated therein or is
necessary to make the statements contained therein not misleading, in each case
relating to Sub-Adviser and SFVG Information; and
(e) For the entire time this Agreement is in effect and for a period of
two years thereafter, the Sub-Adviser shall maintain a claims made bond issued
by a reputable fidelity insurance company against larceny and embezzlement,
covering each officer and employee of the Sub-Adviser, at a minimum level of $3
million which provides coverage for acts or alleged acts which occurred during
the period of this Agreement.
7. Use of Names.
The Sub-Adviser acknowledges and agrees that the names Xxxxxxx Variable
Series II, SVS Focus Value + Growth Portfolio and, Xxxxxxx (whether used by
themselves or in combination with other words), and abbreviations or logos
associated with those names, are the valuable property of the Adviser and its
affiliates; that the Fund, the Adviser and their affiliates have the right to
use such names, abbreviations and logos; and that the Sub-Adviser shall use the
names Xxxxxxx Variable Series II, SVS Focus Value + Growth Fund and, Xxxxxxx,
and associated abbreviations and logos, only in connection with the
Sub-Adviser's performance of its duties hereunder. Further, in any communication
with the public and in any marketing communications of any sort, the Sub-Adviser
agrees to obtain prior written approval from the Adviser before using or
referring to Xxxxxxx Variable Series II, SVS Focus Value + Growth Portfolio or
Xxxxxxx or any abbreviations or logos associated with those names, or any other
names or associated abbreviations or logos of affiliates of the Adviser;
provided that nothing herein shall be deemed to prohibit the Sub-Adviser from
referring to the performance of the Fund Account in the Sub-Adviser's marketing
material as long as such marketing material does not constitute "sales
literature" or "advertising" for the Fund Account, the SFVG Series or the Fund,
as those terms are used in the rules, regulations and guidelines of the SEC and
the National Association of Securities Dealers, Inc.
8. Confidentiality. Each of the Sub-Adviser and the Adviser shall not
(and shall ensure that persons associated with it (as defined in Section
202(a)(17) of the Advisers Act) and its employees, agents, consultants,
subcontractors and other representatives do not) (each such person, a "Recipient
Party") disclose information of a confidential or proprietary character relating
to the other party to this Agreement, or the other party's affiliates known to
the Recipient Party as a result of the Sub-Adviser providing services under this
Agreement, without the other party's prior written consent. This Section 8 does
not apply to information that (i) is generally known to the public other than as
a result of a breach of this Section 8, (ii) was already properly in, or comes
into, the Recipient Party's possession on a non-confidential basis from a source
not connected with the other party provided that such source was not prohibited
from disclosing that information by a obligation owed to the other party or
(iii) the Recipient Party can demonstrate was independently developed without
the benefit of confidential or proprietary information from the other party.
Notwithstanding this Section 8, the Adviser may disclose to the Board of
Trustees of the Fund this Agreement and whatever information about its
relationship with the Sub-Adviser that the Adviser wishes to disclose to it.
9. Standard of Care. Except as may otherwise be required by law, and
except as may be set forth in Section 10, the Sub-Adviser shall not be liable
for any error of judgment or of law or for any loss
6
suffered by the Fund, the SFVG Series, the Fund Account or the Adviser in
connection with the matters to which this Agreement relates, except loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser in the performance of its obligations and duties or by reason of
its reckless disregard of its obligations and duties under this Agreement.
10. Indemnifications.
(a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser
and the Fund against any losses, expenses, claims, damages or liabilities (or
actions or proceedings in respect thereof), to which the Adviser or the Fund may
become subject arising out of or based on the breach by the Sub-Adviser of any
provisions of this Agreement or any wrongful action by the Sub-Adviser;
provided, however, that the Sub-Adviser shall not be liable under this paragraph
in respect of any loss, expense, claim, damage or liability to the extent that a
court having jurisdiction shall have determined by a final judgment, or
independent counsel agreed upon by the Sub-Adviser and the Adviser or the Fund,
as the case may be, shall have concluded in a written opinion, that such loss,
expense, claim, damage or liability resulted primarily from the Adviser's or the
Fund's willful misfeasance, bad faith or gross negligence or by reason of the
reckless disregard by the Adviser or the Fund of its duties. The foregoing
indemnification shall be in addition to any rights that the Adviser or the Fund
may have at common law or otherwise. The Sub-Adviser's agreements in this
paragraph shall, upon the same terms and conditions, extend to and inure to the
benefit of each person who may be deemed to control the Adviser or the Fund, be
controlled by the Adviser or the Fund, or be under common control with the
Adviser or the Fund and their affiliates, trustees, officers, employees and
agents. The Sub-Adviser's agreement in this paragraph shall also extend to any
of the Fund's and Adviser's successors or the successors of the aforementioned
affiliates, trustees, officers, employees or agents.
(b) The Adviser agrees to indemnify and hold harmless the Sub-Adviser
against any losses, expenses, claims, damages or liabilities (or actions or
proceedings in respect thereof), to which the Sub-Adviser may become subject
arising out of or based on the breach by the Adviser of any provisions of this
Agreement or the Management Agreement, or any wrongful action by the Adviser or
its affiliates in the distribution of the Fund's shares, or any wrongful action
by the Fund other than wrongful action that was caused by the breach by the
Sub-Adviser of the provisions of this Agreement; provided, however, that the
Adviser shall not be liable under this paragraph in respect of any loss,
expense, claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or independent counsel
agreed upon by the Adviser and the Sub-Adviser shall have concluded in a written
opinion, that such loss, expense, claim, damage or liability resulted primarily
from the Sub-Adviser's willful misfeasance, bad faith or gross negligence or by
reason of the reckless disregard by the Sub-Adviser of its duties. The foregoing
indemnification shall be in addition to any rights that the Sub-Adviser may have
at common law or otherwise. The Adviser's agreements in this paragraph shall,
upon the same terms and conditions, extend to and inure to the benefit of each
person who may be deemed to control the Sub-Adviser, be controlled by the
Sub-Adviser or be under common control with the Sub-Adviser and to each of the
Sub-Adviser's and each such person's respective affiliates, directors, officers,
employees and agents. The Adviser's agreements in this paragraph shall also
extend to any of the Sub-Adviser's successors or the successors of the
aforementioned affiliates, directors, officers, employees or agents.
(c) Promptly after receipt by a party indemnified under Section 10(a)
or 10(b) of notice of the commencement of any action, proceeding, or
investigation for which indemnification will be sought, such indemnified party
shall promptly notify the indemnifying party in writing; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it
may otherwise have to any indemnified party unless such omission results in
actual material prejudice to the indemnifying party. In case any action or
proceeding shall be brought against any indemnified party, and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate in
7
and, individually or jointly with any other indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of any action or proceeding, the indemnifying
party shall not be liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation. If the
indemnifying party does not elect to assume the defense of any action or
proceeding, the indemnifying party on a monthly basis shall reimburse the
indemnified party for the reasonable legal fees and other costs of defense
thereof. Regardless of whether or not the indemnifying party shall have assumed
the defense of any action or proceeding, the indemnified party shall not settle
or compromise the action or proceeding without the prior written consent of the
indemnifying party, which shall not be unreasonably withheld.
11. Survival. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder shall not
be thereby affected.
12. Notices. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
13. Governing Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of New York without giving
effect to the rules of conflict of laws in the State of New York to the extent
those rules would require or permit the application of another jurisdiction's
laws.
14. Miscellaneous.
(a) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(b) Terms not defined herein shall have the meaning set forth in the
Fund's prospectus.
(c) The Sub-Adviser shall not be responsible for the costs associated
with obtaining shareholder approval of this Agreement (including the costs of
the registration update required as a result of such original shareholder
approval of this Agreement). The Sub-Adviser will bear the costs associated with
any registration update relating to the Fund required under the securities laws
as a result of events within the direct or indirect control of or otherwise
caused by the Sub-Adviser provided that, if requested by the Sub-Adviser, the
Adviser shall use commercially reasonable efforts to incorporate such updates
with any other types of updates (in which case the Sub-Adviser will bear only
the marginal costs attributable to the Sub-Adviser).
(d) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By:/s/ Xxxx X. Xxxxxx
-------------------------
Title: Managing Director
-------------------------
DREMAN VALUE MANAGEMENT, L.L.C.
By: /s/Xxxxx X. Xxxxxx
-------------------------
Title: Chairman
-------------------------
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APPENDIX A
INVESTMENT MANAGEMENT SUBADVISORY FEE
Applicable Average Daily Net Assets of Annual Rate
-------------------------------------- -----------
the Fund Account
----------------
$0 - $250,000,000 0.40 of 1%
$250,000,000 - $500,000,000 0.35 of 1%
$500,000,000 - $1,000,000,000 0.3375 of 1%
Over $1,000,000,000 0.3150 of 1%
10
