Contract
Exhibit (d)(14)
SUB-SUBADVISORY AGREEMENT
DWS ALTERNATIVE ASSET
ALLOCATION PLUS VIP – GLOBAL REAL ESTATE
RREEF
America L.L.C.
000
X. Xxxxxxxx Xxxxxx
00xx
Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
As of
January 15, 2009
RREEF
Global Advisors Limited
We have entered into a Sub-Advisory
Agreement with Deutsche Investment Management Americas Inc. (“DIMA” and/or the
“Adviser”) dated October 22, 2008, as amended from time to time, on behalf of
DWS Alternative Asset Allocation Plus VIP (the “Fund”), a series of the DWS
Variable Series II, a Massachusetts business trust (the “Trust”) (the
“Subadvisory Agreement”) under which DIMA has delegated to RREEF America L.L.C.
(“RREEF”) substantially all of its duties with respect to all of the securities
and other assets of the Fund entrusted to RREEF by DIMA (the
“Assets”). Pursuant to the Subadvisory Agreement the Assets may be
divided from time to time among one or more asset categories
(“Sleeves”). Initially the Assets have been divided among a Global
Infrastructure Sleeve and a Global Real Estate Sleeve. This Agreement
relates to the Global Real Estate Sleeve. A copy of the Subadvisory
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 and investment management services.
Accordingly, with the acceptance of the Fund, we hereby agree with you as
follows for the duration of this Agreement:
1. You
shall primarily be responsible for investment management and other relevant
services with respect to securities of companies primarily located in the
following geographic region(s) (the “Territory”): ________Europe and
Africa_______. Additionally you agree to provide us with such
information, investment recommendations, advice and assistance as we shall from
time to time reasonably request with respect to the Global Real Estate Sleeve,
provided that such disclosure is permitted in accordance with applicable legal
and regulatory requirements. In carrying out your
investment advisory and investment management duties hereunder, you will comply
with the objectives, guidelines and restrictions as may be agreed upon by the
parties in writing from time to time, and also with the investment restrictions
outlined in the Fund’s registration statement filed with the United States
Securities and Exchange Commission, as the same may be amended from time to time
and as advised to you from time to time. Where you carry out any
execution of trades, we acknowledge that this will be done in accordance with
your Best Execution Policy, a summary of which is attached to this agreement as
Exhibit A. You shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided pursuant to
this Agreement any information, reports or other material which any such body by
reason of this Agreement may request or require pursuant to applicable laws and
regulations.
2. We agree to pay to you, as compensation
for the services to be rendered by you pursuant to this Agreement, a monthly fee
to be calculated as provided in this Section 2. Your fee will be a
percentage of the monthly fee received by us (through DIMA) under the
Subadvisory Agreement applicable to the Global Real Estate
Sleeve. The
percentage of the fee that you will receive will be based upon the FTSE EPRA /
NAREIT
Global Real
Estate Index (the
“Index”). Your fee will be calculated by multiplying the total
monthly fee received by RREEF under the Subadvisory Agreement for the Global
Real Estate Sleeve by the proportion of total investments in the Index which are
attributed to your Territory (as measured based upon the latest articulation of
the Index prior to the payment date). We will, within ten (10)
days following our receipt of the fees paid to us under the Subadvisory
Agreement, calculate the dollar value of your monthly fee and transmit the same
to you in United States Dollars.
In the event that we reasonably
determine in good faith that you are not authorized under United States
securities laws to receive compensation with respect to the Fund for your
Territory (or any part thereof), you will not receive your monthly fee (or such
portion of your monthly fee corresponding to the portion of your Territory for
which such a determination has been made). The fees that would have
otherwise been paid to you but for this decision will be redistributed pro rata
among RREEF and the other similarly situated regional subadvisers providing
investment advisory services under similar Research and Advisory Agreements
(“Regional Subadvisers”).
In the event that this Agreement is
terminated for any reason, RREEF will use the date of termination as the
measurement date for the purpose of determining the percentage of fees owed to
you. Such fees will be prorated by the number of days during the
month of termination on which you perform the services provided for
herein. Any excess fees held by RREEF after such calculations are
made will be divided amongst RREEF and the other Regional Subadvisers in
accordance with the Index and formula listed above.
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 may from time
to time furnish you with informal memoranda reflecting our understanding of our
working procedures with you, which will be agreed to by each of us and 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.
You agree to treat the Fund’s portfolio
holdings as confidential information in accordance with the Fund’s "Policy
Regarding Disclosure of Portfolio Holdings," as such policy may be amended from
time to time, and to prohibit your employees from trading on any such
confidential information. We agree that upon DIMA’s notification to
us of any amendments to the Fund’s “Policy Regarding Disclosure of Portfolio
Holdings,” we will notify you of the same.
3. You
shall be entitled to sub-delegate, where necessary, the performance of any or
all of the services hereunder to any member of a company controlled by Deutsche
Bank AG (“Group Companies”), provided that if such delegation would violate the
anti-assignment provisions of the Investment Advisers Act, or any other
applicable law or regulation, then it shall not be permitted without the
approval of the Trustees of the Trust.
4. 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 other than for
investment.
5. 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.
6. Nothing
herein shall be construed as constituting you an agent of us or of the
Fund.
7. You
represent and warrant that at all times during which you provide investment
advisory and investment management services under this Agreement you are, and
will continue to be, registered as an investment advisor under the U.S.
Investment Advisers Act of 1940, as amended. You agree that once you
are so registered you will maintain such registration for as long as you provide
investment advisory and investment management services under this Agreement, as
the same may be amended or extended in accordance with its terms. We
acknowledge that you will treat us as a Professional Client under the FSA rules
and that further
information
on how you identify and manage potential conflicts of interest can be found in
the summary of the Deutsche Bank Group’s global conflicts of interest policy:
xxxx://xx.xxx/xx/xxxxxxx/xxxxxx_xxxxxxxxx_xx_xxxxxxxx.xxx).
8. 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, and all
other applicable laws and regulations.
9. You
agree that you will not consult with any other subadviser engaged by the Adviser
with respect to transactions in securities or other assets concerning the Fund
or another fund advised by the Adviser, except to the extent such consultation
is made with respect to the Fund(s) with another affiliated adviser in the Group
Companies, or to the extent permitted under the U.S. Investment Company Act of
1940, as amended.
10. We
agree that you may rely on information reasonably believed by you to be accurate
and reliable. We 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. We acknowledge
and agree that we are responsible for all of your acts and omissions in
performing the services under this Agreement.
11. This
Agreement shall remain in effect until September 30, 2009 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 Trustees 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 Trust’s Board of Trustees 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
Trust’s Board of Trustees 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 13
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 Subadvisory 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.
12. 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 is specifically
approved by the affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Fund (to the extent required by applicable
law); and (ii) a majority of the members of the Trust’s Board of Trustees 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. Any required
shareholder approval shall be effective with respect to the Fund if a majority
of the outstanding voting securities of the Fund vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other fund affected by the
amendment or (b) all of the portfolios of the Trust.
13. 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).
Addressed:
If to RREEF America L.L.C.,
to:
RREEF America
L.L.C.
000 Xxxxxxxx
Xxxxxx
Xxxxx
00
Xxxxxxx, XX
00000
Telephone:
000-000-0000
Attention: Xxx
Xxxxxxx
Chief Operating
Officer
(Facsimile No.
312-266-9346)
With a copy
to:
RREEF America
L.L.C.
000 Xxxx
Xxxxxx
0xx
Xxxxx
Xxx Xxxx,
XX 00000
Attention: Mr.
John Xxx
Xxxxxxxx and Senior
Counsel
(Facsimile No.
732-460-6825)
If to RREEF Global Advisors Limited,
to:
Floor 2
0 Xxxxxx Xxxxxx,
Xxxxxxxxx
Xxxxxx,
XX
Attention: Mr.
Xxxxxxx Xxxx
Managing Director,
Chief Operating Officer
(Facsimile
No.)
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.
14. 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.
15. The
Agreement and Declaration of Trust of the Trust, a copy of which, together with
all amendments thereto (the "Declaration"), is on file in the Office of the
Secretary of State of The Commonwealth of Massachusetts, provides that the name
DWS Alternative Asset Allocation Plus VIP and/or DWS Variable Series II refers
to the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Fund shall be held to any personal liability, nor shall resort be
had to their private property, for the satisfaction of any obligation or claim,
in connection with the affairs of the Fund or any portfolio thereof, but only
the assets belonging to the Fund, or to the particular portfolio with respect to
which such obligation or claim arose, shall be liable.
16. Upon
execution of this Agreement, you shall on request by the Adviser provide the
Adviser with such of your written policies and procedures, or summaries thereof
("Compliance Policies"), that are requested by the Adviser and reasonably
designed to prevent violation of Federal Securities Laws as defined in Rule
38a-1 under the Investment Company Act of 1940, as amended and as required by
Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this
Agreement, you shall submit to the Adviser: (i) no less frequently than annually
any material changes (or summaries thereof) to the Compliance Policies which the
Adviser requests, (ii) no less frequently than the next regular report to the
Adviser, notification of any litigation or investigation that, in your
reasonable determination, would have a material impact on your ability to
perform your obligations under this Agreement, and (iii) no less frequently than
the next regular report to the Adviser, notification of any material compliance
matter that, in your reasonable determination, relates to the services provided
by you to the Fund, including but not limited to any material violation of the
Compliance Policies, the commencement or results of any regulatory examination
conducted, or periodic testing of the Compliance Policies, provided that any
such notification and/or disclosure required herein is not prohibited by
applicable law. Throughout the term of this Agreement, you shall
provide the Adviser with any certifications, information and access to personnel
and resources (including those resources that will permit testing of the
Compliance Policies by the Adviser) that the Adviser may reasonably request to
enable the Fund to comply with Rule 38a-1 under the Investment Company Act,
provided, however, that the provision of such certifications, information and
access is not prohibited by applicable law. You may deliver to DIMA
all reports, summaries, notifications, certifications, and other information you
are required by this paragraph to deliver to the Adviser, and DIMA will then
coordinate and deliver the same to the Adviser on your behalf.
[Remainder of this page intentionally
left blank]
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,
RREEF AMERICA
L.L.C.
By: ________________________________
Name: Xxxx
Xxxxxxxx
Title: Managing
Director
By: ________________________________
Name: Xxxxx
Xxxxxxxx
Title: Managing
Director
The
foregoing agreement is hereby accepted as of the date first above
written.
RREEF Global Advisors
Limited
By:________________________________
Name: Xxxx
Xxxxxxx
Title: Managing
Director
By:________________________________
Name: Xxxxxxx
Xxxx
Title: Chief Operating Officer
Accepted:
DWS
Variable Series II, on behalf of
DWS
Alternative Asset Allocation Plus VIP
By: _________________________________
Name: Xxxx
Xxxxxxxx
Title: Secretary & Vice
President
