Exhibit 99.d(3)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 30th day of July, 2002 by and between
CASH MANAGEMENT PORTFOLIO, a New York trust (the 'Trust' or the 'Portfolio'),
and DEUTSCHE ASSET MANAGEMENT, INC., a Delaware corporation (the 'Advisor').
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the '1940 Act'), consisting of several series of shares, each having
its own investment policies;
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement
to provide investment advisory services for the Portfolio on the terms and
conditions hereinafter set forth ;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment of Investment Advisor. The Trust hereby appoints the
Advisor to act as the investment advisor of the Portfolio. The Advisor shall
manage the Portfolios affairs and shall supervise all aspects of the Trust's
operations (except as otherwise set forth herein), including the investment and
reinvestment of the cash, securities or other properties comprising the
Portfolio'sassets, subject at all times to the policies and control of the Board
of Trustees. The Advisor shall give the Trust the benefit of its best judgment,
efforts and facilities in rendering its services as Advisor.
2. Delivery of Documents. The Trust has furnished the Advisor with
copies properly certified or authenticated of each of the following:
(a) The Trust's Declaration of Trust, filed with the State of New
York on April 1, 1990 and all amendments thereto (such Declaration of
Trust, as presently in effect and as it shall from time to time be
amended, is herein called the 'Declaration of Trust');
(b) Resolutions of the Trust's Board of Trustees and shareholders
authorizing the appointment of the Advisor and approving this
Agreement;
(c) The Trust's Registration Statement on Form N-1A under the
Investment Company Act of 1940, as amended (the `1940 Act') (File No.
811-6073) and the then-current offering memorandum if the Trust is not
registered under the Securities Act of 1933, as amended ("1933 Act")
as filed with the Securities and Exchange Commission (`SEC') relating
to the shares of the Trust, and all amendments thereto.
The Trust will furnish the Advisor from time to time with copies,
properly certified or authenticated, of all amendments or supplements to
the foregoing, if any, and all documents, notices and reports filed with
the SEC.
The Advisor will provide the Trust with copies of its Form ADV,
including all amendments thereto, as filed with the SEC.
3. Duties of Investment Advisor. In carrying out its obligations under
Section 1 hereof, the Advisor shall:
(a) supervise and manage all aspects of the Poortfolio's
operations, except for distribution services;
(b) formulate and implement continuing programs for the purchases
and sales of securities, consistent with the investment objective and
policies of the Portfolio;
(c) provide the Trust with, or obtain for it, adequate office
space and all necessary office equipment and services, including
telephone service, utilities, stationery, supplies and similar items
for the Trust's principal office;
(d) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Portfolio, and whether concerning the individual issuers whose
securities are included in the Portfolio's portfolio or the activities
in which they engage, or with respect to securities which the Advisor
considers desirable for inclusion in the Portfolio's portfolio;
(e) determine which issuers and securities shall be represented
in the Portfolio's portfolio and regularly report thereon to the
Trust's Board of Trustees; and
(f) take all actions necessary to carry into effect the
Portfolio's purchase and sale programs.
4. Portfolio Transactions. The Advisor is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Portfolio and is directed to use its reasonable best efforts
to obtain the best net results as described from time to time in the Portfolio
prospectus and statement of additional information. The Advisor will promptly
communicate to the Administrator and to the officers and the Trustees of the
Trust such information relating to portfolio transactions as they may reasonably
request.
It is understood that the Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of
any obligation owing to the Trust under this Agreement, or otherwise, solely by
reason of its having directed a securities transaction on behalf of the
Portfolio's to a broker-dealer in compliance with the provisions of Section
28(e) of the Securities Exchange Act of 1934 or as otherwise permitted from time
to time by the Portfolio's prospectus and statement of additional information.
Subject to the policies established by the Board in compliance with
applicable law, the Advisor may direct DB Securities, Inc. (`DB Securities') or
any of its affiliates to execute portfolio transactions for the Portfolio on an
agency basis. The commissions paid to DB Securities or any of its affiliates
must be, as required by Rule 17e-1 under the 1940 Act, `reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities . . . during a comparable period of time.' If the purchase or sale of
securities consistent with the investment policies of the Portfolio or one or
more other accounts of the Advisor is considered at or about the same time,
transactions in such securities will be allocated among the accounts in a manner
deemed equitable by the Advisor. DB Securities or any of its affiliates and the
Advisor may combine such transactions, in accordance with applicable laws and
regulations, in order to obtain the best net price and most favorable execution.
The Portfolio will not deal with the Advisor or DB Securities or any
of its affiliates in any transaction in which the Advisor or DB Securities or
any of its affiliates acts as a principal with respect to any part of the
Portfolio's order, except in compliance with rules of the SEC. If DB Securities
or any of its affiliates is participating in an underwriting or selling group,
the Portfolio may not buy portfolio securities from the group except in
accordance with policies established by the Board in compliance with rules of
the SEC.
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5. Control by Board of Trustees. Any management or supervisory
activities undertaken by the Advisor pursuant to this Agreement, as well as any
other activities undertaken by the Advisor Portfolio pursuant thereto, shall at
all times be subject to any applicable directives of the Board.
6. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
(b) the provisions of the Registration Statement of the Trust
Portfolio under the 1940 Act;
(c) the provisions of the Declaration of Trust;
(d) any other applicable provisions of state and federal law.
7. Expenses. The expenses connected with the Portfolio shall be
allocable between the Trust and the Advisor as follows:
(a) The Advisor shall furnish, at its expense and without cost to
the Trust, the services of one or more officers of the Advisor, to the
extent that such officers may be required by the Trust for the proper
conduct of its affairs.
(b) The Trust assumes and shall pay or cause to be paid all other
expenses of the Trust , including, without limitation: payments to the
Trust's distributor under the Trust's plan of distribution; the
charges and expenses of any registrar, any custodian or depository
appointed by the Trust for the safekeeping of the Trust's cash,
portfolio securities and other property, and any transfer, dividend or
accounting agent or agents appointed by the Trust; brokers'
commissions chargeable to the Trust in connection with portfolio
securities transactions to which the Trust is a party; all taxes,
including securities issuance and transfer taxes, and fees payable by
the Trust to Federal, State or other governmental agencies; the costs
and expenses of engraving or printing of certificates representing
shares of the Trust; all costs and expenses in connection with the
registration and maintenance of registration of the Trust and its
shares with the SEC and various states and other jurisdictions
(including filing fees, legal fees and disbursements of counsel); the
costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of
the Trust and supplements thereto to the Trust's shareholders; all
expenses of shareholders' and Trustees' meetings and of preparing,
printing and mailing of proxy statements and reports to shareholders;
fees and travel expenses of Trustees or Trustee members of any
advisory board or committee; all expenses incident to the payment of
any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used
for pricing of the Trust's shares; charges and expenses of legal
counsel, including counsel to the Trustees of the Trust who are not
interested persons (as defined in the 0000 Xxx) of the Trust and of
independent certified public accountants, in connection with any
matter relating to the Trust; membership dues of industry
associations; interest payable on Trust borrowings; postage; insurance
premiums on property or personnel (including officers and Trustees) of
the Trust which inure to its benefit; extraordinary expenses
(including but not limited to, legal claims and liabilities and
litigation costs and any
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indemnification related thereto); and all other charges and costs of
Trust's operation unless otherwise explicitly provided herein.
8. Delegation of Advisory Services. Subject to the prior approval of a
majority of the members of the Trust's Boards of Trustees, including a majority
of the Trustees who are not `interested persons,' as defined in the 1940 Act,
the Advisor may, through a sub-advisory agreement or other arrangement, delegate
to any other company that the 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
Advisor's duties enumerated in section 1 hereof, and may adjust the duties of
such entity, the portion of portfolio assets of the Trust that such entity shall
manage and the fees to be paid to such entity, subject to the prior approval of
the members of the Trust's Board of Trustees who are not `interested persons,'
as defined in the 1940 Act; provided, that the Advisor shall continue to
supervise the services provided by such company or employees and any such
delegation shall not relieve the Advisor of any of its obligations hereunder.
9. Compensation. For the services to be rendered and the expenses
assumed by the Advisor, the Portfolio shall pay to the Advisor monthly
compensation in accordance with Schedule A.
Except as hereinafter set forth, compensation under this Agreement
shall be calculated and accrued daily and the amounts of the daily accruals
shall be paid monthly. If this Agreement becomes effective subsequent to the
first day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.
In the event of termination of this Agreement, the advisory fee shall
be computed on the basis of the period ending on the last business day on which
this Agreement is in effect subject to a pro rata adjustment based on the number
of days elapsed in the current month as a percentage of the total number of days
in such month.
In addition to the foregoing, the Advisor may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Advisor. Any such fee
reduction or undertaking may be discontinued or modified by the Advisor at any
time.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this Agreement.
10. Non-Exclusivity. The services of the Advisor to the Trust are not
to be deemed to be exclusive, and the Advisor shall be free to render investment
advisory or other services to others (including other investment companies) and
to engage in other activities, so long as its services under this Agreement are
not impaired thereby. It is understood and agreed that officers or directors of
the Advisor may serve as officers or Trustees of the Trust, and that officers or
Trustees of the Trust may serve as officers or directors of the Advisor to the
extent permitted by law; and that the officers and directors of the Advisor are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, trustees or
directors of any other firm, trust or corporation, including other investment
companies.
11. Additional Series and Classes. In the event that the Trust
establishes one or more series of Shares or one or more classes of Shares after
the effectiveness of this Agreement, such series of shares or classes of shares,
as the case may be, shall become Series and Classes under this Agreement upon
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approval of this Agreement by the Board with respect to the series of Shares or
class of Shares and the execution of an amended Appendix A reflecting the
applicable names and terms.
12. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall remain in effect with respect to the Portfolio until
two years from the date first set forth above, and thereafter, for periods of
one year so long as such continuance thereafter is specifically approved at
least annually (a) by the 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 approval, and
(b) by the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio, subject to the right of the Trust and the
Advisor to terminate this contract as provided in this Section 12; provided,
however, that if the shareholders of the Portfolio fail to approve the Agreement
as provided herein, the Advisor may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act as modified or interpreted by any
applicable order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC thereunder. The foregoing requirement that
continuance of this Agreement be `specifically approved at least annually' shall
be construed in a manner consistent with the 1940 Act as modified or interpreted
by any applicable order or orders of the SEC or any rules or regulations adopted
by, or interpretative releases of, the SEC thereunder.
This Agreement may be terminated as to the Portfolio at any time,
without the payment of any penalty by vote of a majority of the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Portfolio on not less than 60 days' written notice to the Advisor, or by the
Advisor at any time without the payment of any penalty, on 90 days written
notice to the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment. Any notice under this Agreement shall be given
in writing, addressed and delivered, or mailed postpaid, to the other party at
any office of such party.
As used in this Section 12, the term `assignment' shall have the
meaning as set forth in the 1940 Act as modified or interpreted by any
applicable order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC.
13. Limitation of Liability of the Advisor; Indemnification.
The Advisor shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio in connection with the matters
to which this Agreement relates, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
14. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Currently such addresses are as follows: if to the Trust, Xxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000 and if to the Advisor, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
15. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
16. Entire Agreement. This Agreement states the entire agreement of
the parties hereto, and is intended to be the complete and exclusive statement
of the terms hereof. It may not be added to or changed orally, and may not be
modified or rescinded except by a writing signed by the parties hereto and
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in accordance with the 1940 Act as modified or interpreted by any applicable
order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC, when applicable.
17. Reports. The Trust and the Advisor agree to furnish to each other,
if applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
18. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Advisor on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust on request.
19. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is modified or interpreted by any applicable
order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC thereunder, such provision shall be deemed
to incorporate the effect of such order, rule, regulation or interpretative
release. Otherwise the provisions of this Agreement shall be interpreted in
accordance with the laws of Maryland.
20. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year first
above written.
[SEAL] CASH MANAGEMENT PORTFOLIO
Attest: By:
----------------------------- -----------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Secretary
[SEAL] DEUTSCHE ASSET MANAGEMENT, INC.
Attest: By:
----------------------------- -----------------------------
Name: Name: Xxxxxxx X. Xxxx
Title: Vice President
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SCHEDULE A
TO INVESTMENT ADVISORY AGREEMENT
MADE AS OF
BETWEEN
CASH MANAGEMENT PORTFOLIO AND DEUTSCHE ASSET MANAGEMENT, INC.
Trust Fee
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Cash Management Portfolio 0.15%
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