Exhibit(d)(2)
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 Focus Value Plus Growth Fund (the "Trust") is
organized as a Massachusetts business trust 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, or funds, and has authorized Xxxxxxx Focus Value
Plus Growth Fund (the "Fund"); and
WHEREAS, the Manager acts as manager for the Fund pursuant to an
Investment Management Agreement between the Manager and the Trust, on behalf of
the Fund, dated April 5, 2002, and is responsible for the day-to-day management
and overall administration of the Fund; and
WHEREAS, the Manager desires to utilize the services of the Subadviser
to provide subadvisory services with respect to those assets of the Fund 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 Fund as set
forth in the current Prospectus and Statement of Additional Information of the
Trust relating to the Fund (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 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
available under the circumstances. The Subadviser shall advise the Fund's
custodian ("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, the Trust's officers and to each of
the 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 Fund's 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 Fund or the Manager in any way or otherwise be deemed
to be an agent of the Trust, the Fund 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 Fund.
The Subadviser's primary consideration in effecting a security
transaction shall be to 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
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to the Fund. 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 the 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 Fund and approving the form of the Investment
Management Agreement with the Trust, on behalf of the Fund;
(e) The Investment Management Agreement with the Trust, on behalf
of the Fund;
(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 Fund;
(h) Resolutions, policies and procedures adopted by the Board in
respect of the management or operation of the Fund; and
(i) A schedule of the investments and other assets that will
initially comprise the Fund Account.
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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 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;
(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 in rule 17-1, 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
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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
Fund 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 Fund. 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 Fund, 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 Fund and to such other
clients. 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.
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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 Fund, 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 Fund. 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 Fund, 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 Fund.
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 Subadviser
acknowledge that the Fund Account represents only a portion of
the Fund and that the Subadviser shall not be responsible for
ensuring that the Fund as a whole is managed in a manner that
complies with applicable rules and regulations of the SEC and
Subchapter M of the Internal Revenue Code. The Subadviser
covenants that it shall carry out appropriate compliance
procedures necessary to the operation of the Fund 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
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and regulations of the SEC, the Fund's investment policies and
restrictions, and the Fund's qualification as a registered
investment company under Subchapter M 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 Fund is in conformity with such rules and
regulations, investment policies and restrictions and
Subchapter M, including providing such information concerning
the purchase or sale of investments on behalf of the Fund
Account as the Manager may request.
8. Reports by the Subadviser and Records of the Fund. 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 Trust 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 Fund 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, Subadviser may retain copies of such records to
comply with the recordkeeping requirements of the Investment Adviser 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.
9. 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 Fund. Any such renewal
shall be approved by the vote of a 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 Fund, 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 Fund. In addition, the Manager or the Trust
may terminate this Agreement upon immediate
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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.
10. 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.
11. Voting Rights. The Manager shall be responsible for exercising
any voting rights of any investments of the Fund.
12. 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 Fund 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 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.
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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 Fund
(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 Fund 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.
13. Certain Definitions. For the purposes of this Agreement, the
"vote of a majority of the outstanding voting securities of
the Fund" means the affirmative vote, at a duly called and
held meeting of shareholders of the Fund, (1) of the holders
of 67% or more of the shares of the Fund 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 Fund
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 Fund 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 the term "controlling person" shall
have the meaning defined in the 1933 Act, subject, however, to such exemptions
as may be granted by the SEC under such Acts.
14. 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.
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If to the Manager: DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
If to the Trust: XXXXXXX FOCUS VALUE PLUS GROWTH FUND
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
15. 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.
16. 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.
17. 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 Fund must
look solely to the property of the Fund for the enforcement of
any claims against the Fund as neither the Trustees, officers,
agents or shareholders assume any personal liability for
obligations entered into on behalf of the Trust or the Fund.
No series of the Trust shall be liable for the obligations of
any other series.
18. Counterparts. This Agreement may be executed in two or more
counterparts, each of 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 Xxxxxxx Focus Value Plus Growth Fund (the "Fund"),
a series of Xxxxxxx Focus Value Plus Growth Fund (the "Trust"),
made as of the April 5, 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+Growth Portfolio of
Xxxxxxx Variable Series II (the "Xxxxxxx Variable Series II 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 Variable
Series II 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 Variable Series II Fund Account for such period.
Net Assets* Annualized Rate
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$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 Variable Series II
Fund Account
The "average daily net assets" of the Fund Account and the Xxxxxxx Variable
Series II 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 Variable Series II 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 Fund 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.
12
