Exhibit (d)(4)
RESEARCH AND ADVISORY AGREEMENT
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Deutsche Investment Management Americas Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
December 8, 2003
Deutsche Asset Management Investment Services Limited
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
We have entered into an Investment Management Agreement (the
"Management Agreement") dated as of April 5, 2002, as amended from time to time,
with Xxxxxxx Portfolio Trust (the "Trust"), a trust on behalf of Xxxxxxx Income
Fund, a series of the Trust (the "Fund"), pursuant to which we act as investment
advisor to and manager of the Fund. A copy of the Management Agreement has 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. 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 with respect to all or a portion of the
investment portfolio of the Fund as we shall from time to time reasonably
request. In addition, for the benefit of the Fund, you agree to pay the fees and
expenses of any Trustees or officers of the Trust who are directors, officers or
employees of you or of any of your affiliates, except that the Fund shall bear
travel expenses (or an appropriate portion thereof) of Trustees and officers of
the Trust who are directors, officers, or employees of you to the extent that
such expenses relate to attendance at meetings of the Board of Trustees of the
Trust or any committees thereof or advisors thereto held outside of Boston,
Massachusetts or New York, New York.
2. For the services provided and the expenses assumed pursuant to this
Agreement, we will pay to you, and you will accept as full compensation
therefore, fees, computed daily and payable monthly, on an annual basis equal to
the percentage set forth on Exhibit A hereto of the average daily net assets of
the Fund for which you provide services pursuant to Paragraph 1 hereof. For
purposes of computing the monthly fee, the value of the net assets of the Fund
shall be determined as of the close of business on the last business day of each
month; provided, however, that the fee for the period from the end of the last
month ending prior to termination of this Agreement, for whatever reason, to
date of termination shall be based on the value of the net assets of the Fund
determined as of the close of business on the date of termination and the fee
for such period through the end of the month in which such proceeds are received
shall be prorated according to the proportion which such period bears to a full
monthly period. Each payment of a monthly fee shall be made by us to you within
the fifteen days next following the day as of which such payment is so computed.
The value of the net assets of the Fund shall be determined pursuant to
applicable provision of the Articles of Incorporation and By-laws of the Fund.
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 Paragraph 1. To this end we agree to work with you to assist you
in developing your research techniques, procedures and analysis. 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.
3. You agree that you will not make a short sale of any Beneficial
Interest of the Fund, or purchase any share of the Beneficial Interest of the
Fund otherwise than for investment.
4. 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 Paragraph
1 hereof.
5. Nothing herein shall be construed as constituting you an agent of us
or of the Fund.
6. 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.
7. 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.
8. We and the Fund agree that you may rely on information reasonably
believed by you to be accurate and reliable. We and the Fund 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.
9. This Agreement shall remain in effect for a period of one year from
the day and date first written above 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 Fund's Board of
Trustees 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 Fund's Board of Trustees 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 Trustees 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 11 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 Management 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.
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10. 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 by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund; and (ii) a majority of the members of the Fund's Board
of Trustees 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.
11. 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 Deutsche Investment Management Americas Inc., to:
Deutsche Investment Management Americas Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
(Facsimile No. 732 460-5237)
If to Deutsche Asset Management Investment Services Limited, to:
Deutsche Asset Management Investment Services Limited
0 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attention: Xxxxxxxxx Xxxxxxxx
(Facsimile No. 011 44 207 754-50610)
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.
12. 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.
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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,
DEUTSCHE INVESTMENT MANAGEMENT
AMERICAS INC.
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: President/CEO
The foregoing agreement is hereby accepted as of the date first above
written.
DEUTSCHE ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
By: /s/Xxxxx (illegible)
--------------------------------------
Name: Xxxxx (illegible)
Title: Managing Director
Accepted:
Xxxxxxx Portfolio Trust, on behalf of
Xxxxxxx Income Fund
By: /s/Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
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EXHIBIT A
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TO
Research and Advisory Agreement
Dated December 8, 2003
Between
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. AND
DEUTSCHE ASSET MANAGEMENT INVESTMENT SERVICES LIMITED
Series Net Assets Sub-advisory Fee
Xxxxxxx Income Fund Net Assets of Xxxxxxx Income Fund 0.50 of the Advisory
Advised by DeAMIS Fee
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