Exhibit d(vii)
Deutsche Investors Portfolios Trust
INVESTMENT ADVISORY AGREEMENT
Agreement, made as of September 5, 2002, between DEUTSCHE INVESTORS
PORTFOLIOS TRUST, a trust organized under New York law (the `Trust'), and
DEUTSCHE ASSET MANAGEMENT, INC., a Delaware corporation (the `Investment
Advisor'), registered as an investment advisor under the Investment Advisers Act
of 1940 (the `Advisers Act').
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
'1940 Act'), and consists on the date hereof of the sub-trusts listed on
Schedule A to this Agreement (each such sub-trust, together with each other
sub-trust of the Trust hereafter established by the Board of Trustees of the
Trust (the 'Board of Trustees') and made subject to this Agreement in accordance
with Section 13 hereof, individually a `Portfolio' and, collectively, the
`Portfolios'); and
WHEREAS, the Board of Trustees desires to retain the
Investment Advisor to render various investment management services to the
Portfolio, and the Investment Advisor is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. The Trust hereby appoints the Investment Advisor to act as
investment manager to each of the Portfolios for the period and the terms set
forth in this Agreement, with the understanding that it may appoint an advisor
to perform certain services relating to the management of the investment
operations of the Portfolios as set forth in Section 4. The Investment Advisor
accepts such appointment and agrees to render or provide the services herein set
forth, for the compensation herein provided as set forth in Schedule A.
2. The activities of the Investment Advisor or any advisor appointed
hereunder shall at all times be subject to the supervision of the Board of
Trustees.
3. The Investment Advisor shall manage, or appoint an advisor to
manage, the investment operations of the Portfolios and the composition of each
Portfolio's holdings of securities and investments, including cash, the
purchase, retention and disposition thereof and agreements relating thereto, in
accordance with such Portfolio's investment objectives and policies as stated in
the Registration Statement (as defined in paragraph 6(d) of this Agreement). The
Investment Advisor, or in case it appoints an advisor, such advisor, shall
perform such services (the person performing such services being referred to
herein as the `Sub-Advisor') subject to the following understandings:
(a) 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 Board of Trustees, and will conform to and
comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations;
(b) the Sub-Advisor shall use the same skill and care in the
management of each Portfolio's investments as it uses in the
administration of other accounts for which it has investment
responsibility as agent;
(c) the Sub-Advisor shall determine the securities or other
investments to be purchased, sold or lent by each Portfolio
and as agent for each 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 such 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;
(d) the Sub-Advisor shall maintain a set of books and records with
respect to each Portfolio's securities and other investment
transactions as required by the Advisers Act and other
applicable laws and regulations and shall render to the Board
of Trustees such periodic and special reports as the Board of
Trustees may reasonably request; and
(e) 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.
4. The Investment Advisor is authorized to appoint an unaffiliated
investment advisor to carry out the aforementioned investment operations of each
Portfolio, as Sub-Advisor, on the above terms pursuant to an investment advisory
contract conforming to the requirements of the 1940 Act and subject to approval
of the Board of Trustees and the holders of beneficial interests in the Trust as
required by the 1940 Act. Any such investment advisory contract shall provide
that the Sub-Advisor is not authorized to make any business, operational or
management decisions on behalf of the Trust or any 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. The compensation of any
such Sub-Advisor will be paid by the Investment Advisor.
Subject to the prior approval of a majority of the members of
the Board of Trustees, including a majority of the Trustees who are not
`interested persons,' as defined in the 1940 Act, the Investment Advisor may,
through a sub-advisory agreement or other arrangement, delegate to any other
company that the Investment Advisor controls, is controlled by, or is under
common control with, or to specified employees of any such companies, or to more
than one such company, to the extent permitted by applicable law, certain of the
Investment Advisor's duties enumerated in Section 3 hereof, and may adjust the
duties of such entity, the portion of portfolio assets of the Portfolio that
such entity shall manage and the fees to be paid to such entity, subject to the
prior approval of the members of the Board of Trustees who are not `interested
persons,' as defined in the 1940 Act; provided, that the Investment Advisor
shall continue to supervise the services provided by such company or employees
and any such delegation shall not relieve the Investment Advisor of any of its
obligations hereunder.
The Investment Advisor may, but shall not be under any duty
to, perform services on behalf of any Portfolio which are not required by this
Agreement upon the request of the Board of Trustees. Such services will be
performed on behalf of such Portfolio and the Investment Advisor's charge in
rendering such services may be billed monthly to the Trust, subject to
examination by the
Trust's independent accountants. Payment or assumption by the Investment Advisor
of any Trust expense that the Investment Advisor is not required to pay or
assume under this Agreement shall not relieve the Investment Advisor of any of
its obligations to such Portfolio nor obligate the Investment Advisor to pay or
assume any similar Portfolio's expenses on any subsequent occasions.
5. The Investment Advisor shall also provide certain supervisory and
administrative services to the Trust, including:
(a) negotiating, maintaining, evaluating and coordinating
contractual arrangements with third-party service providers,
including, but not limited to, administrators, custodians,
transfer agents, fund accounting agents, independent
accountants, attorneys, printers and insurers;
(b) assisting the various third-party service providers retained
by or for the Trust by, among other things, providing any
information to such service providers as the Board of Trustees
deem appropriate, including information concerning Portfolio
performance and administration;
(c) reviewing agendas for and minutes of meetings of the Board of
Trustees and committees of the Board of Trustees; and
preparing such supporting documents for such meetings as the
Board of Trustees may request the Investment Advisor to
prepare;
(d) arranging, if desired by the Trust, for directors, officers or
employees of the Investment Advisor to serve as Trustees,
officers or agents of the Trust if duly elected or appointed
to such positions and subject to their individual consent and
to any limitations imposed by law; and
(e) reviewing all registration statements, amendments thereto and
other documents as may be required for compliance by the Trust
and each Portfolio with all applicable laws and regulations
and preparing such portions thereof as the Board of Trustees
may request the Investment Advisor to prepare.
Notwithstanding the foregoing, the Investment Advisor shall
not be deemed to have assumed any duties under this Agreement with respect to,
and shall not be responsible for, functions specifically assumed by any
administrator, fund accounting agent, custodian, private placement agent or
transfer agent of the Trust. As to any of the services contemplated by this
Section 5 to be provided by the Investment Advisor, it may instead retain a
third party to perform those services on its behalf and expense, subject to its
supervision of such third party.
6. The Trust has delivered copies of each of the following documents to
the Investment Advisor and will promptly notify and deliver to it all future
amendments and supplements, if any:
(a) 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');
(b) 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');
(c) Certified resolutions of the Board of Trustees authorizing the
appointment of the Investment Advisor and approving the form
of this Agreement;
(d) 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 (File No. 811-8375) and the Registration
Statement on Form N-1A of Deutsche Investors Funds, Inc. (File
No. 333-07008) 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').
7. The Sub-Advisor shall keep the books and records required to be
maintained by it pursuant to paragraph 3(e). The Investment Advisor agrees that
all records which it maintains for the Trust are the property of the Trust and
it will promptly surrender any of such records to the Trust upon request. The
Sub-Advisor further agrees to preserve for the periods prescribed by Rule 3la-2
of the Commission under the 1940 Act any such records as are required to be
maintained by the Sub-Advisor with respect to the Portfolios by Rule 31a-2 of
the Commission under the 1940 Act.
8. During the term of this Agreement the Investment Advisor will pay
all expenses, including personnel costs and overhead, incurred by it in
connection with the performance of its obligations under this Agreement other
than the cost of securities and investments purchased for each Portfolio
(including taxes and brokerage commissions, if any) and extraordinary expenses
and shall pay the salaries of Trustees and officers of the Trust who are
affiliated persons (as defined in the 0000 Xxx) of the Investment Advisor. The
Investment Advisor shall not be required to pay expenses of any activity which
is intended primarily to result in sales of shares of the Portfolios.
9. For the services provided and the expenses borne pursuant to this
Agreement, each Portfolio will pay to the Investment Advisor as full
compensation therefor, a fee, computed daily and paid monthly in arrears, at an
annual rate equal to the percentage of the average daily net assets of such
Portfolio specified in Schedule A hereto.
10. The Investment Advisor shall not be liable for any error of
judgment or mistake of law or for any loss or expense suffered by the Trust or
any Portfolio in connection with the matters to which this Agreement relates,
except a loss or expense 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.
11. This Agreement shall continue in effect until the date two years
after its execution and shall continue in effect from year to year thereafter
with respect to each 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 by the Trust in its entirety or
with respect to any Portfolio, at any time, without the payment of any penalty,
by vote of a majority of the Board of Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Trust or such
Portfolio, as the case may be, on 60 days' written notice to the Investment
Advisor, or by the Investment Advisor at any time, without the payment of any
penalty, on 60 days' written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act).
12. The Investment Advisor shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise expressly provided
herein or authorized by the Board of Trustees from time to time, have no
authority to act for or represent the Trust or any Portfolio in any way or
otherwise be deemed an agent of the Trust or any Portfolio.
13. This Agreement may be amended by mutual consent, but the consent of
the Trust 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, in the case of an amendment to
this Agreement affecting only one or several Portfolios, a majority of the
outstanding voting securities of each such Portfolio. In the event that the
Board of Trustees establish one or more additional sub-trusts with respect to
which they wish to retain the Investment Advisor to act as investment manager,
the Trust and the Investment Advisor may amend Schedule A hereto to add each
such sub-trust and specify the fee payable to the Investment 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 Trust and the
Investment Advisor at the time of the addition of the Portfolio.
14. Notices of any kind to be given to the Investment Advisor by the
Trust shall be in writing and shall be duly given if mailed or delivered to the
Investment Advisor at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
President, or at such other address or to such other individual as shall be
specified by the Investment Advisor to the Trust. Notices of any kind to be
given to the Trust by the Investment Advisor shall be in writing and shall be
duly given if mailed or delivered to the Trust at Cardinal Avenue, Grand Cayman,
Cayman Islands, BWI or at such other address or to such other individual as
shall be specified by the Trust to the Investment Advisor.
15. The Board of Trustees have authorized the execution of this
Agreement in their capacity as Trustees and not individually and the Investment
Advisor agrees that neither the holders of interests in the Trust nor the
Trustees nor any officer, employee, representative or agent of the Trust shall
be personally liable upon, or shall resort be had to their private property for
the satisfaction of, obligations given, executed or delivered on behalf of or by
the Trust or any Portfolio, that the interest holders of the Portfolios and the
trustees, officers, employees, representatives and agents of the Trust shall not
be personally liable hereunder, and that the Investment Advisor shall look
solely to the property of the Trust for the satisfaction of any claim hereunder.
16. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
17. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the date
first set forth above.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
DEUTSCHE ASSET MANAGEMENT, INC.
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Schedule A
Fee (annualized % of average
Portfolio daily net assets)
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Japanese Equity Portfolio 0.85%
