Exhibit(d)(10)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 2nd day of December, 2005, between Deutsche
Investment Management Americas Inc. (the "Adviser") and Aberdeen Asset
Management Investment Services Limited (formerly Deutsche Asset Management
Investment Services Limited) (the "Sub-Adviser").
WHEREAS, Global/International Fund, Inc., a Maryland corporation (the
"Corporation") is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Amended and Restated
Investment Management Agreement dated December 2, 2005 (such agreement and any
successor agreement thereto, the "Advisory Agreement") with the Corporation,
pursuant to which the Adviser acts as investment manager to the Xxxxxxx Global
Bond Fund and the Xxxxxxx Emerging Markets Income Fund series of the Corporation
(each, a "Fund" and collectively, "Funds") and provides certain investment
advisory and other services with respect to each Fund; and
WHEREAS, the Adviser, with the approval of the Corporation's Board of
Directors, including a majority of the Directors who are not "interested
persons," as defined in the 1940 Act, desires to retain the Sub-Adviser to
provide investment advisory services in connection with the management of each
Fund, and the Sub-Adviser is willing to render such investment advisory
services.
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Adviser.Subject to supervision and oversight by
the Adviser and the Corporation's Board of Directors, the Sub-Adviser shall
manage all of the securities and other assets of each Fund entrusted to it by
the Adviser hereunder (the "Assets"), including the purchase, retention and
disposition of the Assets, in accordance with the Fund's investment
objective(s), policies and restrictions as stated in the Fund's prospectus and
statement of additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the "Prospectus"),
and subject to the following:
(a) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Corporation's
constituent documents and the Prospectus and with the instructions and
directions of the Adviser and of the Board of Directors of the Corporation and
will conform to and comply with the requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code"), and all other applicable federal
and state laws and regulations, as each is amended from time to time.
(b) The Sub-Adviser shall determine the Assets to be purchased or sold
by the Fund and will place orders with or through only those brokers or dealers
that appear on a list of brokers and dealers approved by the Adviser and made
available to the Sub-Adviser from time to time. The Sub-Adviser will carry out
the policy with respect to brokerage set forth in the Corporation's registration
statement and the Prospectus or as the Board of Directors or the Adviser may
direct from time to time, in conformity with federal securities laws. In
executing portfolio transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to
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obtain on behalf of the Fund best execution. In evaluating best execution for
any transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating best execution, and in
selecting the broker-dealer to execute a particular transaction, subject to any
instructions and directions of the Adviser or the Board of Directors, the
Sub-Adviser may also consider the brokerage and research services provided (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934). Provided the Sub-Adviser is acting in accordance with any such
instructions and directions of the Adviser or the Board of Directors, the
Sub-Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if, but only
if, the Sub-Adviser determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer--viewed in terms of that particular transaction or in terms of
the overall responsibilities of the Sub-Adviser to the Fund. In no instance,
however, will the Fund's Assets be purchased from or sold to the Adviser, the
Sub-Adviser, any other sub-adviser of the Corporation or other registered
investment companies (or series or portions thereof) that may be deemed to be
under common control, the Corporation's principal underwriter, or any affiliated
person of either the Corporation, the Adviser, the Sub-Adviser or any other
sub-adviser of the Corporation or other registered investment companies (or
series or portions thereof) that may be deemed to be under common control, or
the Corporation's principal underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and Exchange Commission ("SEC")
and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and
the Board of Directors. The Adviser or its affiliates may, from time to time,
engage other sub-advisers to advise the Fund (or portions thereof), other series
of the Corporation (or portions thereof) or other registered investment
companies (or series or portions thereof) that may be deemed to be under common
control (each a "Sub-Advised Fund"). The Sub-Adviser agrees that it will not
consult with any other sub-adviser engaged by the Adviser or its affiliates with
respect to transactions in securities or other assets concerning the Fund or
another Sub-Advised Fund, except to the extent permitted by the certain
exemptive rules under the 1940 Act that permit certain transactions with a
sub-adviser or its affiliates.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interests of the Fund as well as other clients of the
Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of
securities so sold or purchased, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.
The Sub-Adviser may buy securities for the Fund at the same time it is
selling such securities for another client account and may sell securities for
the Fund at the time it is buying such securities for another client account. In
such cases, subject to applicable legal and regulatory requirements, and in
compliance with such procedures of the Corporation as may be
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in effect from time to time, the Sub-Adviser may effectuate cross transactions
between the Fund and such other account if it deems this to be advantageous to
both of the accounts involved.
Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser
shall have the right by written notice to identify securities that may not be
purchased on behalf of the Fund and/or broker-dealers through or with which
portfolio transactions on behalf of the Fund may not be effected. The
Sub-Adviser shall refrain from purchasing such securities for the Fund or
directing any portfolio transaction to any such broker-dealer on behalf of the
Fund, unless and until the written approval of the Adviser or the Board of
Directors, as the case may be, is so obtained.
(c) The Sub-Adviser shall maintain all books and records with respect
to transactions involving the Assets required by applicable law. The Sub-Adviser
shall keep the Adviser informed of developments materially affecting the Fund or
the Corporation. The Sub-Adviser shall provide to the Adviser or the Board of
Directors such periodic and special reports, balance sheets or financial
information, and such other information with regard to its affairs as the
Adviser or Board of Directors may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and shall
timely furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other books and
records of the Fund required by applicable law. The Sub-Adviser shall also
furnish to the Adviser any other information relating to the Assets that is
required to be filed by the Adviser or the Corporation with the SEC or sent to
shareholders under the 1933 Act or 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Adviser or the Corporation
obtains from the SEC. The Sub-Adviser agrees that all records that it maintains
on behalf of the Fund are the property of the Fund and the Sub-Adviser will
surrender promptly to the Fund any of such records upon the Fund's request;
provided, however, that the Sub-Adviser may retain a copy of such records. The
Sub-Adviser agrees to permit the Adviser, the Corporation's officers and the
Fund's independent registered public accounting firm to inspect and audit such
records pertaining to the Fund at reasonable times during regular business hours
upon due notice. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the
1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), any such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records to any successor
sub-adviser and to the Adviser upon the termination of this Agreement at the
Fund's request. 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 under this Agreement including all means for the
effecting of securities transactions.
(d) The Sub-Adviser will also make its officers and employees available
to meet with the officers of the Adviser and the Corporation's officers and
Directors on due notice to review the investments and investment program of the
Fund in the light of current and prospective economic and market conditions. In
addition, the Sub-Adviser shall, on the Sub-Adviser's own initiative, and as
reasonably requested by the Adviser, for itself and on behalf of the
Corporation, furnish to the Adviser from time to time whatever information the
Adviser reasonably believes appropriate for this purpose. From time to time as
the Board of Directors of the Corporation or
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the Adviser may reasonably request, the Sub-Adviser will furnish to the Adviser
and Corporation's officers and to each of its Directors, at the Sub-Adviser's
expense, reports on portfolio transactions and reports on issuers of securities
held by the Fund, all in such detail as the Corporation or the Adviser may
reasonably request. In addition, the Sub-Adviser shall provide advice and
assistance to the Adviser as to the determination of the value of securities
held or to be acquired by the Fund for valuation purposes in accordance with the
process described in the Fund's Prospectus and valuation procedures. The
Sub-Adviser will make its officers and employees available to meet with the
officers of the Adviser and the Corporation's officers and Directors and provide
such information as the Board of Directors and the Adviser reasonably believe
appropriate for purposes of the Board's consideration of this Agreement and any
continuations thereof, including information about the profitability to the
Sub-Adviser of providing advisory services hereunder.
(e) The Sub-Adviser shall provide the Fund's custodian on each business
day with information relating to all transactions concerning the Fund's Assets,
including the name of the issuer, the description and amount or number of shares
of the security purchased or sold, the market price, commission and gross or net
price, trade date, settlement date and identity of the effecting broker or
dealer, and such other information as may be reasonably required. The
Sub-Adviser shall also provide the Adviser with such information upon request of
the Adviser. The Sub-Adviser shall provide such sub-certifications as officers
of the Adviser or the Corporation may reasonably request in connection with the
filings of Form N-CSR or Form N-Q (or any similar form) by the Corporation.
(f) In the performance of its duties hereunder, the Sub-Adviser is and
shall be an independent contractor and, except as expressly provided for herein
or otherwise expressly provided or authorized in writing by the Adviser, shall
have no authority to act for or represent the Fund or the Corporation in any way
or otherwise be deemed to be an agent of the Fund, the Corporation or the
Adviser. If any occasion should arise in which the Sub-Adviser gives any advice
to its clients concerning the shares of the Fund, the Sub-Adviser will act
solely as investment counsel for such clients and not in any way on behalf of
the Fund. The Sub-Adviser's services to the Fund pursuant to this Agreement are
not to be deemed to be exclusive, and it is understood that the Sub-Adviser may
render investment advice, management and other services to other investment
companies and clients.
(g) The Sub-Adviser shall vote proxies and take corporate action
elections with respect to securities held by the Fund in accordance with
guidelines established by the Adviser and approved by the Board of Directors.
(h) Subject to obtaining the initial and periodic approvals required
under Section 15 of the 1940 Act and the approval of the Adviser, the
Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser's
own cost and expense for the purpose of furnishing one or more of the services
described in this section with respect to the Fund. Retention of a sub-adviser
hereunder shall in no way reduce the responsibilities or obligations of the
Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the
Fund for all acts or omissions of any sub-adviser in connection with the
performance of the Sub-Adviser's duties hereunder.
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(i) Without further verification or inquiry by the Sub-Adviser, the
Sub-Adviser is authorized to rely on instructions or directions provided by (1)
the Board of Directors, officers of the Fund and portfolio managers named in the
Fund's currently effective Prospectus who are employees of the Adviser; and (2)
other persons designated by the Adviser and identified to the Sub-Adviser as
"Authorized Persons" pursuant to this Agreement, provided that instructions or
directions provided pursuant to this Section 1(i)(2) are provided in writing
(which may include e-mail or facsimile transmissions).
2. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall supervise and oversee the Sub-Adviser's performance
of its duties under this Agreement; provided, however, that in connection with
its management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Corporation's constituent
documents, the Prospectus, the instructions and directions provided pursuant to
Section 1(i) of this Agreement, the requirements of the 1940 Act, the Code, and
all other applicable federal and state laws and regulations, as each is amended
from time to time.
3. Delivery of Documents.
(a) The Adviser has furnished the Sub-Adviser with copies properly
certified or authenticated of each of the following documents:
(i) The Corporation's Articles of Incorporation, as in effect
on the date of this Agreement and as amended from time to time
(herein called the "Charter");
(ii) By-Laws of the Corporation; and
(iii) Prospectus of the Fund.
(b) The Sub-Adviser has furnished the Adviser with copies properly
certified or authenticated of each of the following documents:
(i) The Sub-Adviser's most recent audited financial
statements;
(ii) An organizational chart showing public companies and
registered broker-dealers affiliated with the Sub-Adviser;
(iii) The Sub-Adviser's Form ADV; and
(iv) The Sub-Adviser's Code of Ethics adopted pursuant to Rule
17j-1 under the 1940 Act.
4. Certain Representations and Warranties of the Sub-Adviser.
(a) The Sub-Adviser represents and warrants that it is a duly
registered investment adviser under the Advisers Act, is a duly registered
investment adviser in any and all states of the United States in which the
Sub-Adviser is required to be so registered and has obtained all necessary
licenses and approvals in order to perform the services provided in this
Agreement.
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The Sub-Adviser covenants to maintain all necessary registrations, licenses and
approvals in effect during the term of this Agreement.
(b) The Sub-Adviser represents that it has read and understands the
Prospectus and warrants that in investing the Assets it will use all reasonable
efforts to adhere to the Fund's investment objective(s), policies and
restrictions contained therein.
(c) The Sub-Adviser represents that it will provide the Fund with any
amendments to its Code of Ethics and any certifications required by Rule 17j-1
under the 1940 Act. The Sub-Adviser represents that it has policies and
procedures regarding the detection and prevention and the misuse of material,
nonpublic information by the Sub-Adviser and its employees as required by the
Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988.
(d) The Sub-Adviser represents that, as of the date of this Agreement
(which representation shall be confirmed periodically thereafter), (1) neither
it nor any of its "affiliated persons" (as defined in the 0000 Xxx) are
affiliated persons of: (i) the Adviser; (ii) any other sub-adviser to the Fund
or the Corporation or any affiliated person of that sub-adviser; (iii) any
promoter, underwriter, officer, board member, member of an advisory board, or
employee of the Fund or the Corporation; or (iv) the Fund (other than by reason
of serving as an investment adviser to the Fund); and (2) to the best knowledge
of the Sub-Adviser, neither the Adviser nor any of its directors or officers
directly or indirectly owns any material interest in the Sub-Adviser other than
an interest through ownership of shares of a pooled investment vehicle that is
not controlled by such person (or entity). The Sub-Adviser agrees to promptly
notify the Adviser if it or any of its affiliated persons becomes an affiliated
person of any of the persons set forth in (i) to (iv).
(e) The Sub-Adviser represents and warrants that it will maintain
written policies and procedures that are reasonably designed to prevent
violation of Federal Securities Laws as defined in Rule 38a-1 under the 1940 Act
and that are otherwise in compliance with Rule 206(4)-7 under the Advisers Act.
The Sub-Adviser agrees to provide the Fund and the Adviser, from time to time,
with copies of such policies and procedures, summaries thereof and
certifications with respect thereto. The Sub-Adviser agrees to cooperate with
the Corporation's Chief Compliance Officer in providing information to fulfill
the requirements of Rule 38a-1 under the 1940 Act as interpreted by the SEC or
the Board of Directors.
5. Compliance.
(a) The Sub-Adviser agrees that it shall promptly notify the Adviser
and the Corporation: (i) in the event that the SEC or any other regulatory
authority has censured its activities, functions or operations; suspended or
revoked its registration as an investment adviser; or has commenced proceedings
or an investigation that may result in any of these actions; (ii) of the
occurrence of any event that could disqualify the Sub-Adviser from serving as an
investment adviser pursuant to Section 9 of the 1940 Act; (iii) in the event
that there is a change in the Sub-Adviser, financial or otherwise, that
adversely affects its ability to perform services under this Agreement; or (iv)
upon having a reasonable basis for believing that, as a result of the
Sub-Adviser's investing the Assets, the Fund's investment portfolio has ceased
to adhere to the
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Fund's investment objective(s), policies or restrictions as stated in the
Prospectus or is otherwise in violation of applicable law.
(b) The Adviser agrees that it shall promptly notify the Sub-Adviser:
(i) in the event that the SEC has censured the Adviser or the Corporation;
placed limitations upon any of their activities, functions or operations;
suspended or revoked the Adviser's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions; (ii) of the occurrence of any event that could disqualify the Adviser
from serving as an investment adviser pursuant to Section 9 of the 1940 Act; or
(iii) in the event that there is a change in the Adviser, financial or
otherwise, that adversely affects its ability to perform services under this
Agreement.
(c) The Sub-Adviser shall immediately forward, upon receipt, to the
Adviser any correspondence from the SEC or other regulatory authority that
relates to the Fund or the Adviser generally, including SEC inspection reports.
(d) The Corporation and the Adviser shall be given access to any and
all records or other documents of the Sub-Adviser at reasonable times solely for
the purpose of monitoring compliance with the terms of this Agreement and the
rules and regulations applicable to the Sub-Adviser relating to its providing
investment advisory services to the Fund, including without limitation records
relating to trading by employees of the Sub-Adviser for their own accounts and
on behalf of other clients. The Sub-Adviser agrees to promptly cooperate with
the Corporation and the Adviser and their representatives in connection with
requests for such records or other documents.
6. Compensation to the Sub-Adviser.
(a) For the services to be provided by the Sub-Adviser pursuant to this
Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to
accept, a sub-advisory fee at the rate specified in Appendix A which is attached
hereto and made part of this Agreement. The fee will be computed daily based on
the average daily net assets of the Fund and will be paid to the Sub-Adviser
monthly.
(b) For purposes of this Section 6, the value of net assets of the Fund
shall be computed as required by the 1940 Act and in accordance with any
procedures approved by the Board of Directors for the computation of the value
of the net assets of the Fund in connection with the determination of net asset
value of its shares.
7. Expenses. The Sub-Adviser shall bear all expenses (excluding
brokerage costs, custodian fees, fees of independent registered public
accounting firms or other expenses of the Fund to be borne by the Fund or the
Corporation) in connection with the performance of its services under this
Agreement. The Fund will bear certain other expenses to be incurred in its
operation, including, but not limited to, investment advisory fees, sub-advisory
fees (other than sub-advisory fees paid pursuant to this Agreement) and
administration fees; fees for necessary professional and brokerage services to
the Fund; costs relating to local administration of securities; fees for any
pricing service; the costs of the Fund's regulatory compliance (other than costs
primarily relating to the Adviser's or Sub-Adviser's regulatory compliance); and
pro rata
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costs associated with maintaining the Corporation's legal existence and
shareholder relations. All other Fund operating expenses not specifically
assumed by the Sub-Adviser hereunder or by the Adviser are borne by the Fund or
the Corporation.
8. Standard of Care and Liability of Sub-Adviser. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except that nothing herein contained will be construed to protect the
Sub-Adviser against any liability to the Adviser, the Fund or its shareholders
by reason of: (a) the Sub-Adviser's causing the Fund to be in violation of any
applicable federal or state law, rule or regulation or any investment policy or
restriction set forth in the Prospectus or any written guidelines, policies or
instruction provided in writing by the Corporation's Board of Directors or the
Adviser or (b) the Sub-Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or its reckless disregard
of its obligations and duties under this Agreement.
9. Disclosure Regarding the Sub-Adviser.
(a) The Sub-Adviser has reviewed the disclosure about the Sub-Adviser
and its management of the Fund contained in the Corporation's proxy statement,
registration statement and Prospectus and represents and warrants that, with
respect to such disclosure about the Sub-Adviser or information related,
directly or indirectly, to the Sub-Adviser, such documents contain, as of the
date hereof, no untrue statement of any material fact and do not omit any
statement of a material fact which is required to be stated therein or necessary
to make the statements contained therein not misleading.
(b) The Sub-Adviser agrees to notify the Adviser and the Corporation
promptly of: (i) any statement about the Sub-Adviser and its management of the
Fund contained in the Corporation's proxy statement, registration statement or
Prospectus that becomes untrue in any material respect, (ii) any omission of a
material fact about the Sub-Adviser or its management of the Fund in such
documents which is required to be stated therein or necessary to make the
statements contained therein not misleading, or (iii) any reorganization or
change in the Sub-Adviser, including any change in its ownership or key
employees, including portfolio managers to the Fund who are employees of the
Sub-Adviser.
10. Insurance. The Sub-Adviser shall maintain for the duration hereof,
with an insurer acceptable to the Adviser, a blanket bond and professional
liability or errors and omissions insurance in an amount or amounts deemed by
the Sub-Adviser in its sole discretion to be sufficient to meet its obligations
to its clients, including the Fund.
11. Duration and Termination.
(a) This Agreement shall become effective with respect to the Fund on
December 2, 2005, and shall remain in full force for a period of two years from
such date and from year to year thereafter, but only as long as such continuance
is specifically approved at least annually and in the manner required by the
1940 Act. The requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
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1940 Act and the rules and regulations thereunder and any applicable SEC
exemptive order therefrom.
(b) This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Advisory 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 Directors of the Corporation, or by
vote of a majority of the outstanding voting securities of the Fund, or by the
Adviser. The Fund may effect termination of this Agreement by action of the
Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Fund 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.
(e) The Sub-Adviser may terminate this Agreement upon ninety (90) days'
written notice to the Adviser.
(f) 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 6 earned prior to such termination.
12. Confidentiality.
(a) Each party agrees that it shall hold in strict confidence all data
and information obtained from another party hereto or the Corporation (unless
such information is or becomes readily ascertainable from public or published
information or trade sources) and shall ensure that its officers, employees and
authorized representatives do not disclose such information to others without
the prior written consent of the party from whom it was obtained, unless such
disclosure is required by the SEC, other regulatory body with applicable
jurisdiction, or the Corporation's independent registered public accounting
firm, or in the opinion of its counsel, applicable law, and then only with as
much prior written notice to the other party as is practicable under the
circumstances.
(b) The Adviser, on behalf of the Fund, has legitimate business reasons
to disclose to the Sub-Adviser certain non-public portfolio holdings information
of the Fund ("Holdings Information") from time to time. The Sub-Adviser agrees
that it:
(i) Will use the Holdings Information exclusively for purposes of
providing services pursuant to this Agreement that may benefit
the Fund;
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(ii) Will not engage in any fraudulent, competitive or improper
behavior based on the Holdings Information that may disadvantage
the Fund, including disclosing, trading or making investment
recommendations based on the Holdings Information to or for any
party other than the Fund as provided in this Agreement;
(iii) Will treat the Holdings Information as confidential and
will not disclose such information to any party other than as
required to perform the services under this Agreement. This
clause shall not apply to the extent that: (1) the Holdings
Information is publicly known, (2) the Holdings Information is or
becomes legally known to the Sub-Adviser other than through
disclosure by the Fund, the Adviser, an affiliated person of the
Fund or the Adviser or by another party bound by an obligation of
confidentiality to the Fund, or (3) the disclosure is required by
law or requested by any regulatory authority or required by
statute, rule, regulation, subpoena, regulatory examination
request or court order, provided, however, that the Sub-Adviser
will not make any such disclosure without first notifying the
Adviser and the Fund and allowing the Adviser or the Fund a
reasonable opportunity to seek injunctive relief (or a protective
order) with respect to the obligation to make such disclosure;
and
(iv) Will notify the Adviser if the Sub-Adviser has any knowledge
of the Holdings Information having been misused, including in
violation of this Agreement.
13. Use of Names. The Sub-Adviser acknowledges and agrees that the name
Xxxxxxx (whether used by itself or in combination with other words), and
abbreviations or logos associated with that name, are the valuable property of
the Adviser and its affiliates; that the Corporation, the Adviser and their
affiliates have the right to use such name, abbreviations and logos; and that
the Sub-Adviser shall use the name 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, or Xxxxxxx
Global Bond Fund or Xxxxxxx Emerging Markets Income Fund or any abbreviations or
logos associated with those names; provided that nothing herein shall be deemed
to prohibit the Sub-Adviser from referring to the performance of the Fund in the
Sub-Adviser's marketing material as long as such marketing material does not
constitute "sales literature" or "advertising" for the Fund, as those terms are
used in the rules, regulations and guidelines of the SEC and the National
Association of Securities Dealers, Inc.
14. Governing Law. This Agreement shall be governed by the laws of the
State of New York, without regard to conflict of law principles.
15. Severability. Should any part of this Agreement be held invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
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16. Notice. Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other party:
To the Adviser: A. Xxxxxx Xxxxx, Esq.
Managing Director
Global Head Asset Management Legal
Deutsche Investment Management Americas Inc.
Floor 27
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
and with a copy (which shall not constitute notice) to:
Xx. Xxxxxxx X. Xxxxxxxx
Managing Director
Head of Product Development & Implementation
Deutsche Investment Management Americas Inc.
Floor 27
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
To the Sub-Adviser at: Xx. Xxxxx Xxxxx
Aberdeen Asset Management Investment Services Limited
Xxx Xxx Xxxxxxxxxx
Xxxxxx, XX0X 0XX
Xxxxxx Xxxxxxx
with a copy to:
Xx. Xxxxxxxxx Xxxxxxx
Chief Executive Officer
Aberdeen Asset Management Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
17. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC issued pursuant to the 1940
Act. Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested person," "control," "assignment" and "affiliated
person," as used in this Agreement, shall have the meanings assigned to them by
Section 2(a) of the 1940 Act. In addition, where the
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effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified or interpreted by any applicable order or orders of the
SEC or any rules or regulations adopted by, or interpretative releases of, the
SEC thereunder, such provision shall be deemed to incorporate the effect of such
order, rule, regulation or interpretative release.
18. Entire Agreement. This Agreement states the entire agreement of the
parties hereto, and is intended to be the complete and exclusive statement of
the terms hereof. It may not be added to or changed orally, and may not be
modified or rescinded, except by a writing signed by the parties hereto and in
accordance with the 1940 Act or pursuant to applicable orders or interpretations
of the SEC.
19. Miscellaneous. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the day and year first written above.
DEUTSCHE INVESTMENT ABERDEEN ASSET MANAGEMENT
MANAGEMENT AMERICAS INC. INVESTMENT SERVICES LIMITED
By: /s/A. Xxxxxx Xxxxx By: /s/Xxxxx Xxxxx
--------------------- ---------------------
Name: A. Xxxxxx Xxxxx Name: Xxxxx Xxxxx
Title: Secretary and Chief Legal Officer Title: Managing Director
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Appendix A
to the
Sub-Advisory Agreement
between
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
and
ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED
Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
Xxxxxxx Global 0.23% of average daily net assets
Bond Fund
Xxxxxxx Emerging 0.33% of average daily net assets
Markets Income Fund
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