Exhibit (d)(8)
Deutsche Investment Management Americas Inc.
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April 8, 2002
Deutsche Asset Management (Asia) Limited
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We have entered into an Investment Management Agreement (the
"Management Agreement") dated as of April 5, 2002, as amended from time to time,
with ▇▇▇▇▇▇▇ International Fund, Inc. (the "Corporation"), a Maryland
corporation, on behalf of ▇▇▇▇▇▇▇ Pacific Opportunities Fund (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 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 directors or officers of the Corporation who are directors,
officers or employees of you or of any of your affiliates.
2. We agree to pay in United States dollars to you, as compensation for
the services to be rendered by you hereunder, a monthly fee which, on an annual
basis, is equal to 0.385% per annum of the value of the Fund's average weekly
net assets. 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 Section 1. To this end
we agree to work with you to assist you in developing your research techniques,
procedures and analysis. We have furnished you with informal memoranda, copies
of which are attached to this Agreement, reflecting our understanding of our
working procedures with you, which 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.
3. 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 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 Section 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 until September 30, 2002 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 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 Fund'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 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.
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 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.
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).
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Addressed
If to Deutsche Investment Management Americas Inc., to:
Deutsche Investment Management Americas Inc.
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Attention: General Counsel
(Facsimile No. 212-223-3127)
If to Deutsche Asset Management (Asia) Limited, to:
Deutsche Asset Management (Asia) Limited
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Attention: ▇▇▇▇ ▇▇▇▇ ▇▇▇
Chief Executive Officer
(Facsimile No. 65-65362553)
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/▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
The foregoing agreement is hereby accepted as of the date first above written.
DEUTSCHE ASSET MANAGEMENT (ASIA) LIMITED
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Director
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇
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Title: Chief Executive Officer
Accepted:
▇▇▇▇▇▇▇ INTERNATIONAL FUND, INC. on behalf of
▇▇▇▇▇▇▇ PACIFIC OPPORTUNITIES FUND
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
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Vice President
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