Exhibit(d)(3)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 5th day of April, 2002, by and between DEUTSCHE
INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the "Adviser") and
DREMAN VALUE MANAGEMENT, L.L.C., a Delaware limited liability company (the
"Sub-Adviser").
WHEREAS, XXXXXXX FOCUS VALUE PLUS GROWTH FUND, a Massachusetts business
trust (the "Fund") is a management investment company registered under the
Investment Company Act of 1940, as amended ("the Investment Company Act");
WHEREAS, the Adviser acts as manager for the Fund pursuant to an
Investment Management Agreement (the "Management Agreement") and is responsible
for the day-to-day management and overall administration of the Fund; and
WHEREAS, the Adviser desires at this time to retain the Sub-Adviser to
render investment advisory and management services for those assets of the Fund
that Adviser determines to assign to Sub-Adviser (those assets being referred to
as the "Fund Account"), and the Sub-Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Appointment of the Sub-Adviser.
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(a) The Adviser hereby employs the Sub-Adviser to serve the Adviser
as investment counsel with respect to the Fund Account in accordance with the
applicable investment objectives, policies and limitations and subject to the
supervision of the Adviser and the Board of Trustees of the Fund for the period
and upon the terms herein set forth. The Sub-Adviser shall provide research and
analysis relative to the investment program and investments of the Fund Account,
determine what securities should be bought and sold for the account of the Fund
Account and monitor on a continuing basis the performance of the portfolio
securities of the Fund Account. The Sub-Adviser shall place orders for the
purchase or sale of portfolio securities for the account of the Fund Account
with brokers or dealers selected by the Sub-Adviser; and, in connection
therewith, the Sub-Adviser is authorized to give instructions to the Custodian
and Accounting Agent of the Fund as to the deliveries of securities and payments
of cash for the account of the Fund Account. In connection with the selection of
such brokers or dealers and the placing of such orders, the Sub-Adviser is
directed to seek for the Fund Account best execution of orders. Subject to such
policies as the Board of Trustees of the Fund determines and subject to
satisfying the requirements of Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have
breached any duty, created by this Agreement or otherwise, solely by reason of
its having caused a broker or dealer to be paid out of the Fund Account an
amount of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser determined in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer viewed in terms of either
that particular transaction or the Sub-Adviser's overall responsibilities with
respect to the clients of the Sub-Adviser as to which the Sub-Adviser exercises
investment discretion. The Adviser recognizes that all research services and
research that the Sub-Adviser receives are available for all clients of the
Sub-Adviser, and that the Fund Account and other clients of the Sub-Adviser may
benefit thereby. The investment of funds shall be subject to all applicable
restrictions of the Agreement and Declaration of Trust of the Fund as may from
time to time be in force. Nothing in this Agreement prevents the Adviser from
engaging other sub-advisers to provide investment advice and other services in
relation to
assets of the Fund for which the Sub-Adviser does not provide services under
this Agreement, or providing such services itself in relation to such assets.
(b) The Sub-Adviser accepts such employment and agrees during the
period of this Agreement to render such investment management services in
accordance with the applicable investment objectives, policies and limitations
set out in the Fund's prospectus and Statement of Additional Information, as
amended from time to time, to furnish related office facilities and equipment
and clerical, bookkeeping and administrative services in respect of the Fund
Account, and to assume the other obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall assume and pay all of the
costs and expenses of performing its obligations under this Agreement. The
Sub-Adviser shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund, the Fund Account or
the Adviser in any way or otherwise be deemed an agent of the Fund, the Fund
Account or the Adviser.
(c) The Sub-Adviser will keep the Adviser, for itself and on behalf
of the Fund, informed of developments materially affecting the Fund or the Fund
Account and shall, on the Sub-Adviser's own initiative and as reasonably
requested by the Adviser, for itself and on behalf of the Fund, furnish to the
Adviser from time to time whatever information the Adviser reasonably believes
appropriate for this purpose.
(d) The Sub-Adviser shall provide the Adviser with such investment
portfolio accounting and shall maintain and provide such detailed records and
reports as the Adviser may from time to time reasonably request, including
without limitation, daily processing of investment transactions and periodic
valuations of investment portfolio positions as required by the Adviser, monthly
reports of the investment portfolio and all investment transactions and the
preparation of such reports and compilation of such data as may be required by
the Adviser to comply with the obligations imposed upon it under the Management
Agreement. The Sub-Adviser agrees to install in its offices computer equipment
or software, as provided by the Adviser at its expense, for use by the
Sub-Adviser in performing its duties under this Sub-Advisory Agreement,
including inputting on a daily basis that day's portfolio transactions in the
Fund Account.
(e) The Sub-Adviser shall maintain and enforce adequate security
procedures with respect to all materials, records, documents and data relating
to any of its responsibilities pursuant to this Agreement including all means
for the effecting of securities transactions.
(f) The Sub-Adviser shall manage the Fund Account in accordance with
the procedures and instructions set out or referred to in this Section 1(f) so
that the Fund will qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code ("IRC"). The Sub-Adviser covenants that it shall
carry out appropriate compliance procedures necessary to the operation of the
Fund as the Sub-Adviser and the Adviser may agree. Unless instructed otherwise
by the Adviser, the Sub-Adviser shall manage the Fund Account as if it were a
separate investment company for purposes of determining compliance with the
rules and regulations of the United States Securities and Exchange Commission
("SEC"), the Fund's investment policies and restrictions and the Fund's
qualification as a registered investment company under Subchapter M of the IRC,
and shall also manage the Fund Account in accordance with such other
instructions as the Adviser may give to the Sub-Adviser from time to time. The
Sub-Adviser also covenants that it shall cooperate with the Adviser's (or its
designee's) personnel to ensure that the Fund is in conformity with such rules
and regulations, investment policies and restrictions and Subchapter M,
including providing such information concerning the purchase or sale of
investments on behalf of the Fund Account as the Adviser may request. The
Sub-Adviser agrees that it will provide to the Adviser or the Fund promptly upon
request reports and copies of such of its investment records and ledgers with
respect to the Fund Account as appropriate to assist the Adviser and the Fund in
monitoring compliance with the Investment Company Act and the Investment
Advisers Act of 1940 (the "Advisers
2
Act"), as well as other applicable laws. The Sub-Adviser will furnish the
Adviser or the Fund's Board of Trustees such periodic and special reports with
respect to the Fund Account as the Adviser or the Board of Trustees may
reasonably request, including statistical information with respect to the Fund
Account's securities. The Sub-Adviser will not be liable for the Fund ceasing to
qualify as a regulated investment company under Subchapter M of the IRC as a
result of the management of assets of the Fund other than those assets
constituting the Fund Account provided that the Sub-Adviser has complied with
its obligations under this Section 1(f).
(g) In compliance with the requirements of Rule 31a-3 under the
Investment Company Act, the Sub-Adviser hereby agrees that any records that it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly any such records upon the Fund's or the Adviser's request,
although the Sub-Adviser may, at the Sub-Adviser's own expense, make and retain
copies of such records. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the Investment Company Act any records
with respect to the Sub-Adviser's duties hereunder required to be maintained by
Rule 31a-1 under the Investment Company Act to the extent that the Sub-Adviser
prepares and maintains such records pursuant to this Agreement and to preserve
the records required by Rule 204-2 under the Advisers Act for the period
specified in that Rule.
(h) The Sub-Adviser agrees that it will immediately notify the
Adviser and the Fund in the event that the Sub-Adviser: (i) becomes subject to a
statutory disqualification that prevents the Sub-Adviser from serving as an
investment adviser pursuant to this Agreement; or (ii) is or expects to become
the subject of an administrative proceeding or enforcement action by the SEC or
other regulatory authority.
(i) The Sub-Adviser agrees that it will immediately forward, upon
receipt, to the Adviser, for itself and as agent for the Fund, any
correspondence from the SEC or other regulatory authority that relates to the
Fund or the Fund Account.
(j) The Sub-Adviser acknowledges that it is an "investment adviser"
to the Fund within the meaning of the Investment Company Act and the Advisers
Act.
(k) The Sub-Adviser shall be responsible for maintaining an
appropriate compliance program to ensure that the services provided by it under
this Agreement are performed in a manner consistent with applicable laws and the
terms of this Agreement. The Sub-Adviser agrees to provide such reports and
certifications regarding its compliance program as the Adviser or the Fund shall
reasonably request from time to time.
(l) The Sub-Adviser maintains a written Code of Ethics that complies
with the requirements of Rule 17j-1 under the Investment Company Act. The
Sub-Adviser certifies that it has adopted procedures reasonably necessary to
prevent its "access persons," as such term is defined in Rule 17j-1, from
violating the Code of Ethics. The Sub-Adviser shall notify the Board upon the
adoption of any material change to its Code of Ethics so that the Board,
including a majority of the Trustees who are not interested persons of the Fund,
may approve such change not later than six months after its adoption by the
Sub-Adviser, as required by Rule 17j-1. The Sub-Adviser also shall provide the
Fund with a copy of any amendments to its Code of Ethics that do not represent a
material change to such Code. Within 45 days of the end of each calendar year
while this Agreement is in effect (or more frequently if required by Rule 17j-1
or as the Fund may reasonably request), the Sub-Adviser shall provide the Board
with a written report that, as required by Rule 17j-1: (i) describes any issue
arising under the Sub-Adviser's Code of Ethics or procedures since the last
report to the Board, including, but not limited to, information about material
violations of the Code or procedures and sanctions imposed in response to the
material violations, and (ii) certifies that the Sub-Adviser has adopted
procedures reasonably necessary to prevent its access persons from violating its
Code of Ethics. Upon the written request of the Fund, the Sub-Adviser shall
permit the Fund to examine the
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reports to be made by the Sub-Adviser under Rule 17j-1(d) and the records the
Sub-Adviser maintains pursuant to Rule 17j-1(f).
2. Compensation.
------------
For the services and facilities described herein, the Adviser will
pay to the Sub-Adviser, 15 days after the end of each calendar month, a
sub-advisory fee of 1/12 of an annualized amount computed by applying the annual
rates set forth in Appendix A to the applicable average daily net assets of the
Fund Account as defined below for such month.
For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
3. Net Asset Value. The net asset value for the Fund Account shall
be calculated as the Board of Trustees of the Fund may determine from time to
time in accordance with the provisions of the Investment Company Act. On each
day when net asset value is not calculated, the net asset value of the Fund
Account shall be deemed to be the net asset value as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computations.
4. Duration and Termination.
------------------------
(a) This Agreement shall become effective with respect to the Fund
Account on the first business day following the date it is approved in the
manner required by the Investment Company Act and the rules and regulations
thereunder and shall remain in full force until June 30, 2007, unless sooner
terminated or not annually approved as hereinafter provided. Notwithstanding the
foregoing, this Agreement shall continue in force through June 30, 2007, and
from year to year thereafter, only as long as such continuance is specifically
approved at least annually and in the manner required by the Investment Company
Act and the rules and regulations thereunder, with the first annual renewal to
be coincident with the next renewal of the Management Agreement.
(b) This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management Agreement. In
addition, the Adviser has the right to terminate this Agreement upon immediate
notice if the Sub-Adviser becomes statutorily disqualified from performing its
duties under this Agreement or otherwise is legally prohibited from operating as
an investment adviser.
(c) If a party breaches this Agreement in any material respect which
is not cured within sixty (60) days of the other party giving it written notice
of such breach, the other party may effect termination of this Agreement on
written notice to the defaulting party.
(d) This Agreement may be terminated at any time, without the
payment by the Fund of any penalty, by the Board of Trustees of the Fund, or by
vote of a majority of the outstanding voting securities of the Fund or by the
Adviser. The Fund may effect termination of this Agreement by action of the
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Fund on sixty (60) days written notice to the Adviser and the
Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60)
days written notice to the Sub-Adviser.
(e) The Sub-Adviser may terminate this Agreement upon ninety (90)
days written notice to the Adviser.
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(f) The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the
Investment Company Act and the rules and regulations thereunder.
(g) Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 2 earned prior to such termination.
(h) The provisions of Sections 8 and 10 shall survive the
termination of this Agreement.
5. Representations and Warranties. The Sub-Adviser hereby represents
and warrants as follows:
(a) The Sub-Adviser is registered with the SEC as an investment
adviser under the Advisers Act, and such registration is current, complete and
in full compliance with all material applicable provisions of the Advisers Act
and the rules and regulations thereunder;
(b) The Sub-Adviser has all requisite authority to enter into,
execute, deliver and perform the Sub-Adviser's obligations under this Agreement;
(c) The Sub-Adviser's performance of its obligations under this
Agreement does not conflict with any law, regulation or order to which the
Sub-Adviser is subject; and
(d) The Sub-Adviser has reviewed the portion of (i) the registration
statement filed with the SEC, as amended from time to time for the Fund
("Registration Statement"), and (ii) the Fund's prospectus and supplements
thereto, in each case in the form received from the Adviser, with respect to the
disclosure about the Sub-Adviser, the Fund and the Fund Account of which the
Sub-Adviser has knowledge (the "Sub-Adviser and Fund Information") and except as
advised in writing to the Adviser such Registration Statement, prospectus and
any supplement contain, as of its date, no untrue statement of any material fact
of which the Sub-Adviser has knowledge and do not omit any statement of a
material fact of which the Sub-Adviser has knowledge which was required to be
stated therein or necessary to make the statements contained therein not
misleading.
6. Covenants. The Sub-Adviser hereby covenants and agrees that, so
long as this Agreement shall remain in effect:
(a) The Sub-Adviser shall maintain the Sub-Adviser's registration as
an investment adviser under the Advisers Act, and such registration shall at all
times remain current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and regulations
thereunder;
(b) The Sub-Adviser's performance of its obligations under this
Agreement shall not conflict with any law, regulation or order to which the
Sub-Adviser is then subject;
(c) The Sub-Adviser shall at all times comply with the Advisers Act
and the Investment Company Act, and all rules and regulations thereunder, and
all other applicable laws and regulations, and the Registration Statement,
prospectus and any supplement and with any applicable procedures adopted by the
Fund's Board of Trustees, provided that such procedures are substantially
similar to those applicable to similar funds for which the Board of Trustees of
the Fund is responsible and that such procedures are identified in writing to
the Sub-Adviser;
5
(d) The Sub-Adviser shall promptly notify the Adviser and the Fund
upon the occurrence of any event that might disqualify or prevent the
Sub-Adviser from performing its duties under this Agreement. The Sub-Adviser
further agrees to notify the Adviser of any changes that would cause the
Registration Statement or prospectus for the Fund to contain any untrue
statement of a material fact or to omit to state a material fact which is
required to be stated therein or is necessary to make the statements contained
therein not misleading, in each case relating to Sub-Adviser and Fund
Information; and
(e) For the entire time this Agreement is in effect and for a period
of two years thereafter, the Sub-Adviser shall maintain a claims made bond
issued by a reputable fidelity insurance company against larceny and
embezzlement, covering each officer and employee of the Sub-Adviser, at a
minimum level of $3 million which provides coverage for acts or alleged acts
which occurred during the period of this Agreement.
7. Use of Names.
------------
The Sub-Adviser acknowledges and agrees that the names Xxxxxxx Focus
Value Plus Growth Fund and Xxxxxxx (whether used by themselves or in combination
with other words), and abbreviations or logos associated with those names are
the valuable property of the Adviser and its affiliates; that the Fund, the
Adviser and their affiliates have the right to use such names, abbreviations and
logos; and that the Sub-Adviser shall use the names Xxxxxxx Focus Value Plus
Growth Fund and Xxxxxxx, and associated abbreviations and logos, only in
connection with the Sub-Adviser's performance of its duties hereunder. Further,
in any communication with the public and in any marketing communications of any
sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser
before using or referring to Xxxxxxx Focus Value Plus Growth Fund or, Xxxxxxx or
any abbreviations or logos associated with those names, or any other names or
associated abbreviations or logos of affiliates of the Adviser; provided that
nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the
performance of the Fund Account in the Sub-Adviser's marketing material as long
as such marketing material does not constitute "sales literature" or
"advertising" for the Fund Account or the Fund, as those terms are used in the
rules, regulations and guidelines of the SEC and the National Association of
Securities Dealers, Inc.
8. Confidentiality. Each of the Sub-Adviser and the Adviser shall
not (and shall ensure that persons associated with it (as defined in Section
202(a)(17) of the Advisers Act) and its employees, agents, consultants,
subcontractors and other representatives do not) (each such person, a "Recipient
Party") disclose information of a confidential or proprietary character relating
to the other party to this Agreement, or the other party's affiliates known to
the Recipient Party as a result of the Sub-Adviser providing services under this
Agreement, without the other party's prior written consent. This Section 8 does
not apply to information that (i) is generally known to the public other than as
a result of a breach of this Section 8, (ii) was already properly in, or comes
into, the Recipient Party's possession on a non-confidential basis from a source
not connected with the other party provided that such source was not prohibited
from disclosing that information by a obligation owed to the other party or
(iii) the Recipient Party can demonstrate was independently developed without
the benefit of confidential or proprietary information from the other party.
Notwithstanding this Section 8, the Adviser may disclose to the Board of
Trustees of the Fund this Agreement and whatever information about its
relationship with the Sub-Adviser that the Adviser wishes to disclose to it.
9. Standard of Care. Except as may otherwise be required by law, and
except as may be set forth in Section 10, the Sub-Adviser shall not be liable
for any error of judgment or of law or for any loss suffered by the Fund, the
Fund Account or the Adviser in connection with the matters to which this
Agreement relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Sub-Adviser in the performance of its
obligations and duties or by reason of its reckless disregard of its obligations
and duties under this Agreement.
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10. Indemnifications.
----------------
(a) The Sub-Adviser agrees to indemnify and hold harmless the
Adviser and the Fund against any losses, expenses, claims, damages or
liabilities (or actions or proceedings in respect thereof), to which the Adviser
or the Fund may become subject arising out of or based on the breach by the
Sub-Adviser of any provisions of this Agreement or any wrongful action by the
Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under
this paragraph in respect of any loss, expense, claim, damage or liability to
the extent that a court having jurisdiction shall have determined by a final
judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser
or the Fund, as the case may be, shall have concluded in a written opinion, that
such loss, expense, claim, damage or liability resulted primarily from the
Adviser's or the Fund's willful misfeasance, bad faith or gross negligence or by
reason of the reckless disregard by the Adviser or the Fund of its duties. The
foregoing indemnification shall be in addition to any rights that the Adviser or
the Fund may have at common law or otherwise. The Sub-Adviser's agreements in
this paragraph shall, upon the same terms and conditions, extend to and inure to
the benefit of each person who may be deemed to control the Adviser or the Fund,
be controlled by the Adviser or the Fund, or be under common control with the
Adviser or the Fund and their affiliates, directors, officers, employees and
agents. The Sub-Adviser's agreement in this paragraph shall also extend to any
of the Fund's and Adviser's successors or the successors of the aforementioned
affiliates, directors, officers, employees or agents.
(b) The Adviser agrees to indemnify and hold harmless the
Sub-Adviser against any losses, expenses, claims, damages or liabilities (or
actions or proceedings in respect thereof), to which the Sub-Adviser may become
subject arising out of or based on the breach by the Adviser of any provisions
of this Agreement or the Management Agreement, or any wrongful action by the
Adviser or its affiliates in the distribution of the Fund's shares, or any
wrongful action by the Fund other than wrongful action that was caused by the
breach by the Sub-Adviser of the provisions of this Agreement; provided,
however, that the Adviser shall not be liable under this paragraph in respect of
any loss, expense, claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or independent counsel
agreed upon by the Adviser and the Sub-Adviser shall have concluded in a written
opinion, that such loss, expense, claim, damage or liability resulted primarily
from the Sub-Adviser's willful misfeasance, bad faith or gross negligence or by
reason of the reckless disregard by the Sub-Adviser of its duties. The foregoing
indemnification shall be in addition to any rights that the Sub-Adviser may have
at common law or otherwise. The Adviser's agreements in this paragraph shall,
upon the same terms and conditions, extend to and inure to the benefit of each
person who may be deemed to control the Sub-Adviser, be controlled by the
Sub-Adviser or be under common control with the Sub-Adviser and to each of the
Sub-Adviser's and each such person's respective affiliates, directors, officers,
employees and agents. The Adviser's agreements in this paragraph shall also
extend to any of the Sub-Adviser's successors or the successors of the
aforementioned affiliates, directors, officers, employees or agents.
(c) Promptly after receipt by a party indemnified under Section
10(a) or 10(b) of notice of the commencement of any action, proceeding, or
investigation for which indemnification will be sought, such indemnified party
shall promptly notify the indemnifying party in writing; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it
may otherwise have to any indemnified party unless such omission results in
actual material prejudice to the indemnifying party. In case any action or
proceeding shall be brought against any indemnified party, and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate in and, individually or jointly with any other
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of any action or
proceeding, the indemnifying party shall not be liable to the indemnified party
for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof other than reasonable costs of
investigation. If the
7
indemnifying party does not elect to assume the defense of any action or
proceeding, the indemnifying party on a monthly basis shall reimburse the
indemnified party for the reasonable legal fees and other costs of defense
thereof. Regardless of whether or not the indemnifying party shall have assumed
the defense of any action or proceeding, the indemnified party shall not settle
or compromise the action or proceeding without the prior written consent of the
indemnifying party, which shall not be unreasonably withheld.
11. Survival. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be thereby affected.
12. Notices. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
13. Governing Law. This Agreement shall be construed in accordance
with applicable federal law and the laws of the State of New York without giving
effect to the rules of conflict of laws in the State of New York to the extent
those rules would require or permit the application of another jurisdiction's
laws.
14. Miscellaneous.
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(a) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(b) Terms not defined herein shall have the meaning set forth in the
Fund's prospectus.
(c) The Sub-Adviser shall not be responsible for the costs
associated with obtaining shareholder approval of this Agreement (including the
costs of the registration update required as a result of such original
shareholder approval of this Agreement). The Sub-Adviser will bear the costs
associated with any registration update relating to the Fund required under the
securities laws as a result of events within the direct or indirect control of
or otherwise caused by the Sub-Adviser provided that, if requested by the
Sub-Adviser, the Adviser shall use commercially reasonable efforts to
incorporate such updates with any other types of updates (in which case the
Sub-Adviser will bear only the marginal costs attributable to the Sub-Adviser).
(d) 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.
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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/Xxxx X. Xxxxxx
---------------------------------
Title: Managing Director
---------------------------------
DREMAN VALUE MANAGEMENT, L.L.C.
By: /s/Xxxxx X. Xxxxxx
---------------------------------
Title: Chairman
---------------------------------
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APPENDIX A
INVESTMENT MANAGEMENT SUBADVISORY FEE
Applicable Average Daily Net Assets of Annual Rate
-------------------------------------- -----------
the Fund Account
----------------
$0 - $250,000,000 0.40 of 1%
$250,000,000 - $500,000,000 0.35 of 1%
$500,000,000 - $1,000,000,000 0.3375 of 1%
Over $1,000,000,000 0.2875 of 1%
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