AMENDED AND RESTATED SUB-SUBADVISORY AGREEMENT RREEF America L.L.C. 41st Floor Chicago, Illinois 60611
Exhibit
(d)(3)
AMENDED AND
RESTATED
RREEF
America L.L.C.
000
X. Xxxxxxxx Xxxxxx
00xx
Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
As of
January 1, 2009
Deutsche
Investments Australia Limited
We have entered into (i) a Sub-Advisory
Agreement with Deutsche Investment Management Americas Inc. (“DIMA” and/or the
“Adviser”) dated June 23, 2008, under which DIMA has delegated to RREEF America
L.L.C. (“RREEF”) substantially all of its duties under a subadvisory agreement
(the “Subadvisory Agreement”), as amended from time to time, on behalf of DWS
RREEF Global Infrastructure Fund (the “Fund”), a series of the DWS
Global/International Fund, Inc., a Maryland corporation (the “Corporation”) and
(ii) a Sub-Subadvisory Agreement with you, dated as of June 23, 2008, under
which RREEF has delegated substantially all of its duties under the Subadvisory
Agreement to you (the “Sub-Subadvisory Agreement”). Copies of the
Subadvisory Agreement and Sub-Subadvisory Agreement have been previously
furnished to you. In furtherance of such duties to the Fund, and with
the approval of the Fund, we wish to avail ourselves of your investment advisory
services on the terms set forth in this Amended and Restated Sub-Subadvisory
Agreement. Accordingly, with the acceptance of the Fund, we hereby agree with
you as follows for the duration of this Agreement:
1. You
agree to furnish to us such information, investment recommendations, advice and
assistance as we shall from time to time reasonably request. You
shall primarily be responsible for recommendations with respect to securities of
companies primarily located in the following geographic region(s) (the
“Territory”): __________Australia and New
Zealand__________. In carrying out your investment advisory
duties hereunder, you will comply with the objectives, guidelines and
restrictions as may be agreed upon by you and us in writing from time to time,
and also with the investment restrictions outlined in the Fund’s registration
statement filed with the U.S. Securities and Exchange Commission, as the same
may be amended from time to time. You shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided pursuant to
this Agreement any information, reports or other material which any such body by
reason of this Agreement may request or require pursuant to applicable laws and
regulations.
2. We
agree to pay to you, as compensation for the services to be rendered by you
pursuant to this Agreement, a monthly fee to be calculated as provided in this
Section 2. Your fee will be a percentage of the monthly fee received
by us (through DIMA) under the Subadvisory Agreement. The percentage
of the fee that you will receive will be based upon the Dow Xxxxx Brookfield
Group Infrastructure Index (the “Index”). Your fee will be calculated
by multiplying the total monthly fee received by RREEF under the Subadvisory
Agreement by the proportion of total real estate investments in the Index which
are attributed to your Territory (as measured based upon the latest articulation
of the Index prior to the payment date). We will, within ten (10)
days following our receipt of the fees paid to us under the Subadvisory
Agreement, calculate the dollar value of your monthly fee and transmit the same
to you in United States Dollars.
G:\corp_act\Basic Papers\DWS FUNDS\DWS
Global International Fund, Inc\Sub-Advisory Agreement\RREEF Global
Infrastructure Fund\Sub-Subadvisory RREEF GlobalAustralia Amended to Reflect
Benchmark Change.DOC
In the event that we determine that you
are not authorized under United States securities laws to receive compensation
with respect to the Fund for your Territory (or any part thereof), you will not
receive your monthly fee (or such portion of your monthly fee corresponding to
the portion of your Territory for which such a determination has been
made). The fees that would have otherwise been paid to you but for
this decision will be redistributed pro rata among RREEF and the other similarly
situated regional subadvisers providing investment advisory services under
similar sub-subadvisory agreements (“Regional Subadvisers”).
In the event that this Agreement is
terminated for any reason, RREEF will use the date of termination as the
measurement date for the purpose of determining the percentage of fees owed to
you. Such fees will be prorated by the number of days during the
month of termination on which you perform the services provided for
herein. Any excess fees held by RREEF after such calculations are
made will be divided amongst RREEF and the other Regional Subadvisers in
accordance with the Index and formula listed above.
We agree to work with you, in order to
make our relationship as productive as possible for the benefit of the Fund, to
further the development of your ability to provide the services contemplated by
Section 1. To this end we agree to work with you to assist you in developing
your research techniques, procedures and analysis. We may from time
to time furnish you with informal memoranda reflecting our understanding of our
working procedures with you, which will be agreed to by each of us and may be
revised as you work with us pursuant to this Agreement. We agree not
to furnish, without your consent, to any person other than our personnel and
directors and representatives of the Fund any tangible research material that is
prepared by you, that is not publicly available, and that has been stamped or
otherwise clearly indicated by you as being confidential.
You agree to treat the Fund’s portfolio
holdings as confidential information in accordance with the Fund’s "Policy
Regarding Disclosure of Portfolio Holdings," as such policy may be amended from
time to time, and to prohibit your employees from trading on any such
confidential information. We agree that upon DIMA’s notification to
us of any amendments to the Fund’s “Policy Regarding Disclosure of Portfolio
Holdings,” we will notify you of the same.
3. You
shall be entitled to sub-delegate, where necessary, the performance of any or
all of the services hereunder to any member of a company controlled by Deutsche
Bank AG (“Group Companies”), provided that if such delegation would violate the
anti-assignment provisions of the U.S. Investment Advisers Act of 1940, as
amended, or any other applicable law or regulation, then it shall not be
permitted without the approval of the Directors of the Corporation.
4. You
agree that you will not make a short sale of any capital stock of the Fund, or
purchase any share of the capital stock of the Fund other than for
investment.
5. Your
services to us are not to be deemed exclusive and you are free to render similar
services to others, except as otherwise provided in Section 1
hereof.
6. Nothing
herein shall be construed as constituting you an agent of us or of the
Fund.
7. You
represent and warrant that you are registered as an investment advisor under the
U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this
Agreement.
8. Neither
you nor any affiliate of yours shall receive any compensation in connection with
the placement or execution of any transaction for the purchase or sale of
securities or for the investment of funds on behalf of the Fund, except that you
or your affiliates may receive a commission, fee or other remuneration for
acting as broker in connection with the sale of securities to or by the Fund, if
permitted under the U.S. Investment Company Act of 1940, as amended, and all
other applicable laws and regulations.
9. You
agree that you will not consult with any other subadviser engaged by the Adviser
with respect to transactions in securities or other assets concerning the Fund
or another fund advised by the Adviser, except to the extent such consultation
is made with respect to the Fund(s) with another affiliated adviser in the Group
Companies, or to the extent permitted under the U.S. Investment Company Act of
1940, as amended.
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10. We
agree that you may rely on information reasonably believed by you to be accurate
and reliable. We further agree that neither you nor your officers,
directors, employees or agents shall be subject to any liability for any act or
omission in the course of, connected with or arising out of any services to be
rendered hereunder except by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties or by reason of reckless disregard
of your obligations and duties under this Agreement. We acknowledge
and agree that we are responsible for all of your acts and omissions in
performing the services under this Agreement.
11. This
Agreement shall remain in effect until September 30, 2009 and shall continue in
effect thereafter, but only so long as such continuance is specifically approved
at least annually by the affirmative vote of (i) a majority of the members of
the Corporation’s Board of Directors who are not interested persons of the Fund,
you or us, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) a majority of the Corporation’s Board of Directors or the
holders of a majority of the outstanding voting securities of the
Fund. This Agreement may nevertheless be terminated at any time,
without penalty, by the Fund’s Board of Directors or by vote of holders of a
majority of the outstanding voting securities of the Fund, upon 60 days’ written
notice delivered or sent by registered mail, postage prepaid, to you, at your
address given in Paragraph 13 hereof or at any other address of which you shall
have notified us in writing, or by you upon 60 days’ written notice to us and to
the Fund, and shall automatically be terminated in the event of its assignment
or of the termination (due to assignment or otherwise) of the Subadvisory
Agreement, provided that an
assignment to a corporate successor to all or substantially all of your business
or to a wholly-owned subsidiary of such corporate successor which does not
result in a change of actual control or management of your business shall not be
deemed to be an assignment for purposes of this Agreement. Any such notice shall
be deemed given when received by the addressee.
12. This
Agreement may not be transferred, assigned, sold or in any manner hypothecated
or pledged by either party hereto. It may be amended by mutual
agreement, but only after authorization of such amendment is specifically
approved by the affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Fund (to the extent required by applicable
law); and (ii) a majority of the members of the Corporation’s Board of Directors
who are not interested persons of the Fund, you or us, cast in person at a
meeting called for the purpose of voting on such approval. Any
required shareholder approval shall be effective with respect to the Fund if a
majority of the outstanding voting securities of the Fund vote to approve the
amendment, notwithstanding that the amendment may not have been approved by a
majority of the outstanding voting securities of (a) any other fund affected by
the amendment or (b) all of the portfolios of the Corporation.
13. Any
notice hereunder shall be in writing and shall be delivered in person or by
facsimile (followed by mailing such notice, air mail postage paid, the day on
which such facsimile is sent).
Addressed:
If to RREEF America L.L.C.,
to:
RREEF
America L.L.C.
000 X.
Xxxxxxxx Xxxxxx
Xxxxx
00
Xxxxxxx,
XX 00000
Telephone:
000-000-0000
Attention: Xxx
Xxxxxxx
Chief
Operating Officer
(Facsimile
No. 312-266-9346)
With a
copy to:
RREEF
America L.L.C.
3
000 Xxxx
Xxxxxx
0xx
Xxxxx
Xxx Xxxx,
XX 00000
Attention: Mr.
John Xxx
Xxxxxxxx and Senior
Counsel
(Facsimile No. 732-460-6825)
If to Deutsche Investments Australia
Limited, to:
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
XXX
0000
Xxxxxx,
Xxxxxxxxx
Attention: Xx.
Xxxx Xxxxxxx
Director, Legal
(Facsimile No. 00(0)0000-0000)
or to
such other address as to which the recipient shall have informed the other
party.
Notice given as provided above shall be
deemed to have been given, if by personal delivery, on the day of such delivery,
and if by facsimile and mail, the date on which such facsimile and confirmatory
letter are sent.
14. This
Agreement shall be construed in accordance with the laws of the State of New
York, provided, however, that nothing herein shall be construed as being
inconsistent with the U.S. Investment Company Act of 1940, as
amended. As used herein the terms “interested person,” “assignment,”
and “vote of a majority of the outstanding voting securities” shall have the
meanings set forth in the U.S. Investment Company Act of 1940, as
amended.
15. Upon
execution of this Agreement, you shall provide the Adviser with your written
policies and procedures, or summaries thereof ("Compliance Policies"), that are
reasonably designed to prevent violation of Federal Securities Laws as defined
in Rule 38a-1 under the Investment Company Act of 1940, as amended and as
required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term
of this Agreement, you shall submit to the Adviser: (i) no less frequently than
annually any material changes (or summaries thereof) to the Compliance Policies,
(ii) no less frequently than the next regular report to the Adviser,
notification of any litigation or investigation that, in your reasonable
determination, would have a material impact on your ability to perform your
obligations under this Agreement, and (iii) no less frequently than the next
regular report to the Adviser, notification of any material compliance matter
that, in your reasonable determination, relates to the services provided by you
to the Fund, including but not limited to any material violation of the
Compliance Policies, the commencement or results of any regulatory examination
conducted, or periodic testing of the Compliance Policies, provided that any
such notification and/or disclosure required herein is not prohibited by
applicable law. Throughout the term of this Agreement, you shall
provide the Adviser with any certifications, information and access to personnel
and resources (including those resources that will permit testing of the
Compliance Policies by the Adviser) that the Adviser may reasonably request to
enable the Fund to comply with Rule 38a-1 under the Investment Company Act,
provided, however, that the provision of such certifications, information and
access is not prohibited by applicable law. You may deliver to DIMA
all reports, summaries, notifications, certifications, and other information you
are required by this paragraph to deliver to the Adviser, and DIMA will then
coordinate and deliver the same to the Adviser on your behalf.
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If you
are in agreement with the foregoing, please sign the form of acceptance on the
enclosed counterpart hereof and return the same to us.
Very
truly yours,
RREEF
AMERICA L.L.C.
By:
/s/Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title: M.D.
RREEF
AMERICA L.L.C.
By: /s/Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title: M.D.
The
foregoing agreement is hereby accepted as of the date first above
written.
Deutsche
Investments Australia Limited
By: /s/Xxxxxx
Don
Name:
XXXXXX DON
Title: Attorney
By: /s/Xxxx
Xxxxxxx
Name:
XXXX XXXXXX
Title: Attorney
Accepted:
DWS
Global/International Fund, Inc., on behalf of
DWS RREEF
Global Infrastructure Fund
By: /s/Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title: Vice
President
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