Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATION AGREEMENT
BETWEEN
DEUTSCHE PORTFOLIOS
AND
IBT TRUST COMPANY (CAYMAN) LTD.
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of July 28, 1997 by and between
the Deutsche Portfolios, a New York business trust (the "Fund"), and IBT Trust
Company (Cayman) Ltd. ("IBT").
WHEREAS, the Fund, on behalf of the portfolios listed on APPENDIX 1
hereto, desires to retain IBT to render certain administrative services to the
Fund, with respect to each of its portfolios (the "Portfolios") and IBT is
willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints IBT to act as Administrator of
the Fund on the terms set forth in this Agreement. IBT accepts such appointment
and agrees to render the services herein set forth for the compensation herein
provided.
2. DELIVERY OF DOCUMENTS. The Fund has furnished IBT with copies properly
certified or authenticated of each of the following:
(a) Resolutions of the Fund's Trustees authorizing the appointment of IBT
to provide certain administrative services to the Fund and approving this
Agreement;
(b) The Fund's Declaration of Trust and all amendments thereto (the
"Declaration");
(c) The Fund's by-laws and all amendments thereto (the "By-Laws");
(d) The Fund's agreements with all service providers which include any
investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements"); and
(e) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for IBT in the proper performance of its duties
hereunder.
The Fund will immediately furnish IBT with copies of all amendments of or
supplements to the foregoing. Furthermore, the Fund will notify IBT as soon as
possible of any matter which may materially affect the performance by IBT of its
services under this Agreement.
3. DUTIES OF ADMINISTRATOR. Subject to the supervision and direction of
the Trustees of the Fund, IBT, as Administrator, will assist in conducting
various aspects of the Fund's administrative operations and undertakes to
perform the services described in APPENDIX 2 hereto. IBT may, from time to time,
perform additional duties and functions which shall be set forth in an amendment
to such APPENDIX 2executed by both parties. At such time, the fee schedule
included in APPENDIX 3 hereto shall be appropriately amended.
In performing all services under this Agreement, IBT shall act in
conformity with the Fund's Declaration and By-Laws, as the same may be amended
from time to time, and the investment objectives, investment policies and other
practices and policies set forth in the Fund's offering documents, as the same
may be amended from time to time. Notwithstanding any item discussed herein, IBT
has no discretion over the Fund's assets or choice of investments and cannot be
held liable for any problem relating to such investments.
4. DUTIES OF THE FUND. The Fund agrees to make its legal counsel available
to IBT for instruction with respect to any matter of law arising in connection
with IBT's duties hereunder, and the Fund further agrees that IBT shall be
entitled to rely on such instruction without further investigation on the part
of IBT.
5. FEES AND EXPENSES.
(a) For the services to be rendered and the facilities to be furnished by
IBT, as provided for in this Agreement, the Fund will compensate IBT in
accordance with the fee schedule attached as APPENDIX 3 hereto. Such fees do not
include out-of-pocket disbursements (as delineated on the fee schedule or other
expenses with the prior approval of the Fund's management) of IBT for which IBT
shall be entitled to xxxx the Fund separately and for which the Fund shall
reimburse IBT.
(b) IBT shall not be required to pay any expenses incurred by the Fund.
6. LIMITATION OF LIABILITY.
(a) IBT, its directors, officers, employees and agents shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from willful misfeasance, bad faith or
negligence in the performance of such obligations and duties, or by reason of
its reckless disregard thereof. The Fund will indemnify IBT, its directors,
officers, employees and agents against and hold it and them harmless from any
and all losses, claims, damages, liabilities or expenses (including legal fees
and expenses) resulting from any claim, demand, action or suit (i) arising out
of the actions or omissions of the Fund; (ii) arising out of the offer or sale
of any securities of the Fund in violation of (x) any requirement under the
federal securities laws or regulations, (y) any requirement under the securities
laws or regulations of any state, or (z) any stop order or other determination
or ruling by any federal or state agency with respect to the offer or sale of
such securities; or (iii) not resulting from the willful misfeasance, bad faith
or negligence of IBT in the performance of such obligations and duties or by
reason of its reckless disregard thereof.
(b) IBT may apply to the Fund at any time for instructions and may consult
counsel for the Fund, or its own counsel, and with accountants and other experts
with respect to any matter arising in connection with its duties hereunder, and
IBT shall not be liable or accountable for any action taken or omitted by it in
good faith in accordance with such instruction, or with the opinion of such
counsel, accountants, or other experts. IBT shall not be liable for any act or
omission taken or not taken in reliance upon any document, certificate or
instrument which it reasonably believes to be genuine and to be signed or
presented by the proper person or persons. IBT shall not be held to have notice
of any change of authority of any officers, employees, or agents of the Fund
until receipt of written notice thereof has been received by IBT from the Fund.
(c) In the event IBT is unable to perform, or is delayed in performing,
its obligations under the terms of this Agreement because of acts of God,
strikes, legal constraint, government actions, war, emergency conditions,
interruption of electrical power or other utilities, equipment or transmission
failure or damage reasonably beyond its control or other causes reasonably
beyond its control, IBT shall not be liable to the Fund for any damages
resulting from such failure to perform, delay in performance, or otherwise from
such causes.
(d) In no event shall IBT be liable for special, incidental or
consequential damages, even if advised of the possibility of such damages.
7. TERMINATION OF AGREEMENT.
(a) The term of this Agreement shall be three years commencing upon the
date hereof (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal Term") unless
(i) the Fund delivers a notice of non-renewal to IBT no later than six months
prior to the expiration of the Initial Term, or (ii) IBT delivers a notice of
non-renewal to the Fund no later than one year prior to the expiration of the
Initial Term.
(i) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term in the event the other party violates any
material provision of this Agreement, provided that the violating party does not
cure such violation within 90 days of receipt of written notice from the non-
violating party of such violation.
(ii) The Fund may terminate this Agreement during any Renewal Term
upon six months written notice to IBT. IBT may terminate this Agreement during
any Renewal term upon one year notice to the Fund. Any termination pursuant to
this paragraph 7.1(b) shall be effective upon expiration of such notice period.
(b) At any time after the termination of this Agreement, the Fund may,
upon written request, have reasonable access to the records of IBT relating to
its performance of its duties as Administrator.
8. MISCELLANEOUS.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or IBT shall be sufficiently given
if addressed to that party and received by it at its office set forth below or
at such other place as it may from time to time designate in writing.
To the Fund:
Deutsche Portfolios
c/o IBT Trust Company (Cayman) Ltd.
P.O. Box 501 Cardinal Avenue
Georgetown, Grand Cayman
Attention: Xxxxxx Xxxxxxxx
With a copy to:
Deutsche Fund Management, Inc.
00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: President
To IBT:
IBT Trust Company (Cayman) Ltd.
P.O. Box 501 Cardinal Avenue
Georgetown, Grand Cayman
Attention: Xxxxxx Xxxxxxxx
With a copy to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of 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.
9. PROPERTY OF THE FUND AND CONFIDENTIALITY.
9.1 The Fund's records, including all those maintained hereunder by the
Bank, whether in magnetic media, hard copy, film form or other format, shall be
the Fund's property for all purposes, and the Bank shall treat confidentially
and as proprietary information of the fund all such records and other
information relative to the Fund which is not independently available to the
Bank or in the public domain, and shall use such records only in connection with
the performance of its duties hereunder and for no other purpose. In particular,
the Bank agrees:
(a) that all information and data so acquired by it or its employees,
agents or contractors under this Agreement, or in contemplation thereof, shall
be and shall remain the Fund's exclusive property;
(b) to inform its employees, agents or contractors engaged in handling
such information and data of the confidential nature of such information and
data;
(c) to limit access to such information and data to authorized employees,
agents or contractors of the Bank and the Fund who have a need to know and use
such information and data in connection with this Agreement and the services to
be supplied herein;
(d) to keep, and have their employees, agents and contractors keep , any
and all such information and data confidential;
(e) not to copy or publish or disclose such information and data to others
or authorize their employees, agents, contractors or anyone else, to copy or
publish or disclose such information and data to others without the other
party's prior written approval, except if required by a state or federal court
or agency, and in such an event prompt written notice of such disclosure
requirement shall be provided to the other party if permitted by law; and
(f) that upon termination of this Agreement, all records and other
confidential information of the Fund in the possession of the Bank shall be
returned to the Fund or its designated successor custodian, offshore agent,
administrator, subadministrator or fund accountant, as provided herein.
The confidentiality provisions noted above will survive termination of
this Agreement for a period of two years.
The parties further agree that this Agreement will be considered
confidential during the term of its existence, that access to it will be limited
to those employees, agents, contractors or other persons who have a need to know
of or utilize the Agreement (including, without being limited to, the fund's
Trustees or Trustees, the auditors and counsel to the Fund, and Deutsche Fund
Management, Inc. or any of its affiliates), and that neither party will publish
or disclose the Agreement to others without the other party's prior written
approval except if required by a state or federal court or agency, and in such
event prompt written notice of such disclosure requirement shall be provided to
the other party if permitted by law.
9.2 RELIEF. The Bank recognizes that the property and proprietary
information of the Fund is unique, and that the Fund cannot be fully compensated
by money damages and would be irreparably harmed by the disclosure of its
confidential information and data in violation of the provisions of Paragraph
9.1. The Bank therefore agrees that the Fund may seek immediate relief at equity
for any failure to comply with Paragraph 9.1 hereof, in addition to any other
remedies the Fund may have in law or in equity.
10. CONFIDENTIALITY OF IBT INFORMATION. The Fund agrees that any
non-public information obtained hereunder concerning IBT is confidential and may
not be disclosed without the prior written consent of IBT, except as may be
required by applicable law or at the request of a governmental agency. The Fund
further agrees that a breach of this provision would irreparably damage IBT and
the Fund accordingly agrees that IBT is entitled, in addition to all other
remedies at law or in equity, to an injunction or injunctions without bond or
other security to prevent breaches of this provision.
11. USE OF NAME. The Fund shall not use the name of IBT or any of its
affiliates in any prospectus, sales literature or other material relating to the
Fund in a manner not approved by IBT prior thereto in writing; provided however,
that the approval of IBT shall not be required for any use of its name which
merely refers in accurate and factual terms to its appointment hereunder or
which is required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental or
judicial authority; PROVIDED FURTHER, that in no event shall such approval be
unreasonably withheld or delayed.
12. SIGNATURE LICENSE. IBT shall remain a licensee of Signature Financial
Group, Inc. with respect to the trademarks of Hub(R) and Spoke(R)1 and related
proprietary rights during the term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
DEUTSCHE PORTFOLIOS
By: /s/ Xxxxxxx X'Xxxxx
Name: Xxxxxxx X'Xxxxx
Title: Attorney-In-Fact
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Attorney-In-Fact
IBT TRUST COMPANY (CAYMAN) LTD.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
APPENDIX 1
PORTFOLIOS
Provesta Portfolio
Investa Portfolio
Japanese Equity Portfolio
Global Bond Portfolio
European Bond Portfolio
Top 50 World Portfolio
Top 50 Europe Portfolio
Top 50 Asia Portfolio
Top 50 US Portfolio
US Money Market Portfolio
APPENDIX 2
SERVICES
1. Registration with Cayman Authorities
2. Filing and maintenance of governing documents, offshore registration
documents, and offshore regulatory reports
3. Maintenance of telephone line
4. Provision of authorized signatures
5. Authorization and filing of financial statements
6. Filing of tax return and N-SAR
7. Cayman legal compliance
8. Approval of annual expense budget
9. Authorization of expenses (with Treasurer approval)
10. Distribution of Board materials
11. Authorization of fund distributions (omnibus accounts)
12. Distribution of dividends and capital gains (omnibus accounts)
13. Authorization of shareholder trades (omnibus accounts)
14. Distribution of shareholder statements, tax forms, and shareholder reports
(omnibus accounts)
15. Maintenance of shareholder register (omnibus accounts)
16. Maintenance of necessary offshore books and records
17. Maintenance of omnibus accounts
18. Receipt and response to literature requests
