Exhibit 99. - d(iv)
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[Form of]SUB-ADVISORY AGREEMENT
Agreement made as of _____________________, 2000 by and among
Investment Company Capital Corp., a Maryland corporation (the "Investment
Advisor"), Alex. Xxxxx Investment Management, a Maryland limited partnership
(the "Sub-Advisor") and Flag Investors Portfolios Trust, a New York Trust (the
"Trust"), on behalf of the Communications Portfolio (the "Portfolio").
W I T N E S S E T H:
WHEREAS, the Investment Advisor has entered into an Investment Management
Agreement dated as of September 29, 2000 (the "Investment Advisory Agreement")
with the Flag Investors Portfolios Trust (formerly Deutsche Portfolios), an
open-end management investment company registered under the Investment Company
Act of 1940 (the "1940 Act") and organized as a trust under the laws of the
State of New York (the "Trust") on behalf of its non-diversified sub-trust named
herein (each such sub-trust, together with each sub-trust hereafter established
by the Trustees of the Trust and made subject to this Agreement in accordance
with Section 11 hereof, individually a "Portfolio" and, collectively, the
"Portfolios"), pursuant to which the Investment Advisor will act as investment
advisor to the sub-trusts named in the Investment Advisory Agreement;
WHEREAS, the Investment Advisory Agreement contemplates that the Investment
Advisor may appoint a sub-advisor to perform certain services relating to the
management of the investment operations of the sub-trust of the Trust, and the
Sub-Advisor is willing to render such investment advisory services to the
respective Portfolio designated herein; and
WHEREAS, the Sub-Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940
NOW, THEREFORE, in consideration of the premises and mutual promises hereinafter
set forth, the parties hereto agree as follows:
1. The Investment Advisor hereby appoints the Sub-Advisor to act as sub-advisor
to the Portfolio set forth under its name on Schedule A for the period and on
the terms set forth in this Agreement. The Sub-Advisor accepts such appointment
and agrees to render the services herein set forth, for the compensation herein
provided.
2. Subject to the general supervision of the Trustees of the Trust and the
Investment Advisor, the Sub-Advisor shall manage the investment operations of
the Portfolio and the composition of the Portfolio's holdings of securities and
other investments, including cash, the purchase, retention and disposition
thereof and agreements relating thereto, in accordance with the Portfolio's
investment objective and policies as stated in the Registration Statement (as
defined in paragraph 3(d) of this Agreement) and subject to the following
understandings:
(f) The Sub-Advisor, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Declaration of Trust and By-Laws of the Trust and the Registration
Statement and with the instructions and directions of the Trustees
of the Trust and will conform to and comply with the requirements
of the 1940 Act and all other applicable federal and state laws
and regulations;
(g) the Sub-Advisor shall use the same skill and care in the
management of the Portfolio's investments as it uses in the
administration of other accounts for which it has investment
responsibility as agent;
(h) the Sub-Advisor shall determine the securities or other
investments to be purchased, sold or lent by the Portfolio and as
agent for the Portfolio will effect portfolio transactions
pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities, including a
broker affiliated with the Sub-Advisor; in placing orders with
brokers and/or dealers the Sub-Advisor intends to seek best price
and execution for purchases and sales; the Sub-Advisor shall also
determine whether or not a Portfolio shall enter into repurchase
or reverse repurchase agreements;
On occasions when the Sub-Advisor deems the purchase or sale of a
security or other investment to be in the best interest of a Portfolio as well
as other customers of the Sub-Advisor, the Sub-Advisor may, to the extent
permitted by applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased on behalf of the Portfolio
and such other customer of the Sub-Advisor in order to obtain best execution,
including lower brokerage commissions, if applicable. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Advisor in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to a Portfolio;
(i) the Sub-Advisor shall maintain a set of books and records with
respect to the Portfolio's securities transactions as required by
the Advisers Act and other applicable laws and regulations and
shall render to the Trustees of the Trust such periodic and
special reports as the Trustees may reasonably request; and
(j) the services of the Sub-Advisor to the Trust under this
Agreement are not to be deemed exclusive, and the Sub-Advisor
shall be free to render similar services to others.
Notwithstanding the foregoing, the Sub-Advisor is not authorized, and
shall not be deemed to have assumed any duties under this Agreement, to make any
business, operational or management decisions on behalf of the Trust or the
Portfolio other than with respect to the investment operations and composition
of a Portfolio's holdings of securities and other investments as set forth
herein.
3. The Investment Advisor has delivered copies of each of the following
documents to the Sub-Advisor and will promptly notify and deliver to it all
future amendments and supplements, if any:
(e) Declaration of Trust of the Trust (such Declaration of Trust, as
presently in effect and as amended from time to time, is herein
called the "Declaration of Trust");
(f) By-laws of the Trust (such By-laws, as presently in effect and
as amended from time to time, are herein called the "By-laws");
(g) Certified resolutions of the Trustees of the Trust authorizing
the appointment of the Adviser and approving the form of this
Agreement;
(h) The Trust's Notification of Registration on Form N-8A under the
1940 Act, its Registration Statement on Form N-1A under the 1940
Act (No. 811-8375) and the Registration Statement on Form N-1A of
Deutsche Funds, Inc. (No. 333-27709) under the Securities Act of
1933, as amended, and the 1940 Act, as filed with the Securities and
Exchange Commission (the "Commission") on May 23, 1997, including
all amendments thereto (together with the Registration Statement of
the Trust, the "Registration Statement").
4. The Sub-Advisor shall keep the books and records required to be maintained by
it pursuant to paragraph 2(e) of this Agreement. The Sub-Advisor agrees that all
records that it maintains for the Trust are the property of the Trust and it
will promptly surrender any of such records to the Trust or to the Investment
Advisor upon request. The Sub-Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records
as are required to be maintained by the Adviser with respect to the Portfolio by
Rule 31a-2 of the Commission under the 1940 Act.
5. During the term of this Agreement, the Sub-Advisor will pay all expenses,
including personnel costs and overhead, incurred by it in connection with its
activities under this Agreement, other than the cost of securities and
investments purchased or sold for the Portfolio (including taxes and brokerage
commissions, if any) and extraordinary expenses.
6. The Investment Advisor shall continue to have responsibility for all services
to be provided to the Portfolio pursuant to the Investment Advisory Agreement
and shall oversee and review the Sub-Advisor's performance of its duties under
this Agreement.
7. For the services provided and the expenses borne pursuant to this Agreement,
the Investment Advisor will pay to the Sub-Advisor, as full compensation
therefor a fee, calculated daily and payable monthly in arrears, at an annual
rate equal to the percentage of the average daily net assets of each Portfolio
specified in Schedule A hereto.
Subject to the provisions of this Agreement, the duties of each Sub-Advisor, the
portion of Portfolio assets that such Sub-Advisor shall manage and the fees to
be paid such Sub-Advisor by the Investment Advisor under and pursuant to this
Agreement may be adjusted from time to time by the Investment Advisor with and
upon the approval of such Sub-Advisor and the members of the Trust's Board of
Trustees who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement.
8. The Sub-Advisor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Investment Advisor, the Trust or the
Portfolio in connection with the matters to which this Agreement relates, except
a loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
9. This Agreement shall continue in effect until the date two years after the
date of its execution and shall continue in effect from year to year thereafter
with respect to the Portfolio if such continuance is specifically approved at
least annually in conformity with the requirements of the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the Trust in its
entirety or with respect to any Portfolio, at any time, without the payment of
any penalty, (a) by the Investment Advisor or (b) by the Trust, by vote of a
majority of all the Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Trust or the
Portfolio, as the case may be, in each case on 60 days' written notice to the
Sub-Advisor, or by the Sub-Advisor with respect to its respective Portfolio, at
any time, without the payment of any penalty, on 60 days' written notice to the
Investment Advisor and to the Trust. This Agreement will automatically and
immediately terminate in the event of its "assignment" (as defined in the 0000
Xxx) or upon termination of the Investment Advisory Agreement.
10. The Sub-Advisor shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized
by the Trustees of the Trust and the Investment Advisor from time to time, have
no authority to act for or represent the Trust or the Portfolio in any way or
otherwise be deemed an agent of the Trust or the Portfolio.
11. This Agreement may be amended by the mutual consent of the parties. Any such
amendment shall also require the consent of the Trust, which must be approved
(a) by vote of a majority of those Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Trust or a majority of the
outstanding voting securities of the Portfolio. In the event that the Trustees
of the Trust establish one or more additional sub-trusts with respect to which
they retain the Investment Advisor to act as investment advisor, the Investment
Advisor and the Sub-Advisor, as the case may be, may amend Schedule A hereto to
add each such sub-trust and specify the fee payable to such Sub-Advisor in
respect thereof, in which event such sub-trust shall become subject to the
provisions of this Agreement and be deemed a "Portfolio" hereunder to the same
extent as the existing Portfolios, except to the extent that such provisions may
be modified with respect to any additional Portfolio in writing by the
Investment Advisor and such Sub-Advisor at the time of the addition of the
Portfolio.
12. Notices of any kind to be given hereunder shall be in writing and shall be
duly given if mailed or delivered as follows: to the Sub-Advisor at Xxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, with a copy to the Investment Advisor
13. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
14. This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date set forth above..
INVESTMENT COMPANY CAPITAL CORP.
By:
ALEX. XXXXX INVESTMENT MANAGEMENT
By:
FLAG INVESTORS PORTFOLIOS TRUST on
behalf of COMMUNICATIONS PORTFOLIO
By:
Schedule A
Portfolio Fee
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(annualized % of average
daily net assets)
Communications Portfolio 0.65% of first $100 million
0.60% of next $100 million
0.55% of next $100 million
0.50% of next $200 million
0.45% of next $500 million
0.42% of next $500 million
0.40% of portion in excess of $1.5 billion
