SUBADVISORY AGREEMENT RREEF America L.L.C. an affiliate of Deutsche Investment Management Americas Inc. 875 N. Michigan Avenue 41st Floor Chicago, Illinois 60611
RREEF America L.L.C.
an affiliate of Deutsche Investment Management Americas Inc.
000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
an affiliate of Deutsche Investment Management Americas Inc.
000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
, 2007
Deutsche Investments Australia Limited
In a sub-advisory agreement dated , 2007 (the “Subadvisory Agreement”), between Deutsche
Investment Management Americas Inc. (“DIMA” and/or the “Adviser”) and RREEF America L.L.C.
(“RREEF”), DIMA has delegated to RREEF certain of its duties under an investment management
agreement (the “Investment Management Agreement”) on behalf of DWS RREEF World Real Estate &
Tactical Strategies Fund, Inc. (the “Fund”), a Maryland corporation. 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 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. You shall primarily be responsible
for recommendations with respect to securities and other instruments of real estate and real
estate-related companies primarily located in the following geographic region(s) (the “Territory”):
Australia and New Zealand . In carrying out your investment advisory
duties hereunder, you will comply with the objectives, guidelines and restrictions as may be agreed
upon by you and us in writing from time to time, and also with the investment restrictions outlined
in the Fund’s registration statement filed with the U.S. Securities and Exchange Commission, as the
same may be amended from time to time. 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
equal to 20 per cent of the monthly fee received by us (through DIMA) under the Subadvisory
Agreement. 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 determine 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
sub-subadvisory 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
U.S. Investment Advisers Act of 1940, as amended, or any other applicable law or regulation, then
it shall not be permitted without the approval of the Directors of the Fund.
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 otherwise 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. Except as permitted under the Investment Management Agreement, the Sub-Advisory Agreement,
and this agreement, nothing herein shall be construed as constituting you as an agent of us or the
Fund.
7. You represent and warrant that you are registered as an investment adviser 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.
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 Adviser with
respect to transactions in securities or other assets concerning the Fund or another fund advised
by 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
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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, 2008 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 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 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. 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 Corporation.
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. | ||||||||
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| Attention: | Xxx Xxxxxxx | |||||||
| Director, Chief Operating Officer | ||||||||
| (Facsimile No. 0.000.000.0000) | ||||||||
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| RREEF America L.L.C. | ||||||||
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| Attention: | Xxxxx X. Xxxxxxxx | |||||||
| Managing Director | ||||||||
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| (Facsimile No. 0.000.000.0000) | ||||||||
| If to Deutsche Investments Australia Limited, to: | ||||||||
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| Attention: | Xx. Xxxx Xxxxxx | |||||||
| Director, Legal | ||||||||
| (Facsimile No. 00(0)0000-0000) | ||||||||
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 Articles of Incorporation, a copy of which, together with all amendments
thereto (the “Declaration”), is on file in the State Department of Assessments and Taxation of
Maryland, provides that the name DWS RREEF World Real Estate Plus Fund, Inc. refers to the
Directors under the Articles collectively as Directors, but not as individuals or personally; and
no Director, stockholder, 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 provide the Adviser with your written policies
and procedures, or summaries thereof (“Compliance Policies”), that are 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, (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.
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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, | ||||||
| RREEF AMERICA L.L.C. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| The foregoing agreement is hereby accepted as of the date first above written. | ||||||
| Deutsche Investments Australia Limited | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Accepted: | ||||
| DWS RREEF World Real Estate & Tactical Strategies Fund, Inc. | ||||
By: |
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| Title: | ||||
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