Exhibit (d)(viii)
Deutsche Investors Portfolios Trust
SUB-ADVISORY AGREEMENT
Agreement made as of September 5, 2002, between DEUTSCHE ASSET
MANAGEMENT, INC., a Delaware corporation (the `Investment Advisor') and DEUTSCHE
ASSET MANAGEMENT (JAPAN) LIMITED, a company organized under the laws of Japan
(hereinafter called the `Sub-Advisor').
W I T N E S S E T H:
WHEREAS, the Investment Advisor has entered into an Investment
Management Agreement dated as of September 5, 2002 (the `Investment Advisory
Agreement') with the Deutsche Investors Portfolios Trust, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the `1940 Act') and organized as a trust under the laws of the State of
New York (the `Trust') on behalf of one sub-trust named herein (such sub-trust,
together with each sub-trust hereafter established by the Board of Trustees of
the Trust (the `Board of Trustees') and made subject to this Agreement in
accordance with Section 11 hereof, individually a `Portfolio' and collectively,
the `Portfolios'), pursuant to which the Investment Advisor will act as
investment advisor to the sub-trusts named in the Investment Advisory Agreement;
WHEREAS, the Investment Advisory Agreement contemplates that
the Investment Advisor may appoint a sub-advisor to perform certain services
relating to the management of the investment operations of the sub-trusts of the
Trust, and the Sub-Advisor is willing to render such investment advisory
services to the respective Portfolios designated herein; and
WHEREAS, the Sub-Advisor is registered as an investment
advisor under the Investment Advisers Act of 1940.
NOW, THEREFORE, in consideration of the premises and mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. The Investment Advisor hereby appoints the Sub-Advisor to act as
sub-advisor to the Portfolios set forth under its name on Schedule A and for the
period and on the terms set forth in this Agreement. The Sub-Advisor accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Subject to the general supervision of the Board of Trustees and the
Investment Advisor, the Sub-Advisor shall manage the investment operations of
each Portfolio and the composition of each Portfolio's holdings of securities
and other investments, including cash, the purchase, retention and disposition
thereof and agreements relating thereto, in accordance with such Portfolio's
investment objective and policies as stated in the Registration Statement (as
defined in paragraph 3(d) of this Agreement) and subject to the following
understandings:
(a) The Sub-Advisor, in the performance of its duties and
obligations under this Agreement, shall act in conformity with
the Declaration of Trust and By-Laws of the Trust and the
Registration Statement and with the instructions and
directions of the Board of Trustees, and will conform to and
comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations;
(b) the Sub-Advisor shall use the same skill and care in the
management of each Portfolio's investments as it uses in the
administration of other accounts for which it has investment
responsibility as agent;
(c) the Sub-Advisor shall determine the securities or other
investments to be purchased, sold or lent by the Portfolio and
as agent for each Portfolio will effect portfolio transactions
pursuant to its determinations either directly with the issuer
or with any broker and/or dealer in such securities, including
a broker affiliated with the Sub-Advisor; in placing orders
with brokers and/or dealers the Sub-Advisor intends to seek
best price and execution for purchases and sales; the
Sub-Advisor shall also determine whether or not a Portfolio
shall enter into repurchase or reverse repurchase agreements;
On occasions when the Sub-Advisor deems the purchase or sale
of a security or other investment to be in the best interest of a Portfolio as
well as other customers of the Sub-Advisor, the Sub-Advisor may, to the extent
permitted by applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased on behalf of such Portfolio
and such other customer of the Sub-Advisor in order to obtain best execution,
including lower brokerage commissions, if applicable. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Advisor in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to a Portfolio;
(d) the Sub-Advisor shall maintain a set of books and records with
respect to each Portfolio's securities transactions as
required by the Advisers Act and other applicable laws and
regulations and shall render to the Board of Trustees such
periodic and special reports as the Board of Trustees may
reasonably request; and
(e) the services of the Sub-Advisor to the Trust under this
Agreement are not to be deemed exclusive, and the Sub-Advisor
shall be free to render similar services to others.
Notwithstanding the foregoing, the Sub-Advisor is not
authorized, and shall not be deemed to have assumed any duties under this
Agreement, to make any business, operational or management decisions on behalf
of the Trust or any Portfolio other than with respect to the investment
operations and composition of a Portfolio's holdings of securities and other
investments as set forth herein.
3. The Investment Advisor has delivered copies of each of the following
documents to the Sub-Advisor and will promptly notify and deliver to it all
future amendments and supplements, if any:
(a) Declaration of Trust of the Trust (such Declaration of Trust,
as presently in effect and as amended from time to time, is
herein called the `Declaration of Trust');
(b) By-Laws of the Trust (such By-Laws, as presently in effect and
as amended from time to time, are herein called the
`By-Laws');
(c) Certified resolutions of the Board of Trustees authorizing the
appointment of the Investment Advisor and approving the form
of this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under
the 1940 Act, its Registration Statement on Form N-1A under
the 1940 Act (File No. 811-8375) and the Registration
Statement on Form N-lA of Deutsche Investors Funds, Inc. (File
No. 333-07008) under the Securities Act of 1933, as amended,
and the 1940 Act, as filed with the
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Securities and Exchange Commission (the `Commission') on May
23, 1997, including all amendments thereto (together with the
Registration Statement of the Trust, the `Registration
Statement').
4. The Sub-Advisor shall keep the books and records required to be
maintained by it pursuant to paragraph 2(e) of this Agreement. The Sub-Advisor
agrees that all records that it maintains for the Trust are the property of the
Trust and it will promptly surrender any of such records to the Trust or to the
Investment Advisor upon request. The Sub-Advisor further agrees to preserve for
the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act any
such records as are required to be maintained by the Investment Advisor with
respect to the Portfolios by Rule 31a-2 of the Commission under the 1940 Act.
5. During the term of this Agreement, the Sub-Advisor will pay all
expenses, including personnel costs and overhead, incurred by it in connection
with its activities under this Agreement, other than the cost of securities and
investments purchased or sold for the Portfolios (including taxes and brokerage
commissions, if any) and extraordinary expenses.
6. The Investment Advisor shall continue to have responsibility for all
services to be provided to the Portfolios pursuant to the Investment Advisory
Agreement and shall oversee and review the Sub-Advisor's performance of its
duties under this Agreement.
7. For the services provided and the expenses borne pursuant to this
Agreement, the Investment Advisor will pay to the Sub-Advisor, as full
compensation therefor, a fee, calculated daily and payable monthly in arrears,
at an annual rate equal to the percentage of the average daily net assets of
each Portfolio specified in Schedule A hereto.
Subject to the provisions of this Agreement, the duties of the
Sub-Advisor, the portion of Portfolio assets that such Sub-Advisor shall manage
and the fees to be paid to the Sub-Advisor by the Investment Advisor under and
pursuant to this Agreement or other arrangement entered into in accordance with
this Agreement may be adjusted from time to time by the Investment Advisor ,
subject to the prior approval of the members of the Board of Trustees who are
not `interested persons', as defined in the 1940 Act.
8. The Sub-Advisor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment Advisor, the Trust or
any Portfolio in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
9. This Agreement shall continue in effect until the date two years
after the date of its execution and shall continue in effect from year to year
thereafter with respect to each Portfolio if such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated with respect to the
Trust in its entirety or with respect to any Portfolio, at any time, without the
payment of any penalty, (a) by the Investment Advisor, or (b) by the Trust, by
vote of a majority of all the Board of Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Trust or such
Portfolio, as the case may be, in each case on 60 days' written notice to the
Sub-Advisor, or by the Sub-Advisor with respect to its respective Portfolios, at
any time, without the payment of any penalty, on 60 days' written notice to the
Investment Advisor and to the Trust. This Agreement will automatically and
immediately terminate in the event of its `assignment' (as defined in the 0000
Xxx) or upon termination of the Investment Advisory Agreement.
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10. The Sub-Advisor shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Board of Trustees and the Investment Advisor from time to
time, have no authority to act for or represent the Trust or any Portfolio in
any way or otherwise be deemed an agent of the Trust or any Portfolio.
11. This Agreement may be amended by the mutual consent of the parties.
Any such amendment shall also require the consent of the Trust, which must be
approved (a) by 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 amendment, and (b)
by vote of a majority of the outstanding voting securities of the Trust or, in
the case of any such amendment affecting only one or several Portfolios, a
majority of the outstanding voting securities of each such Portfolio. In the
event that the Board of Trustees establish one or more additional sub-trusts
with respect to which they retain the Investment Advisor to act as investment
advisor, the Investment Advisor and the Sub-Advisor may amend Schedule A hereto
to add each such sub-trust and specify the fee payable to the Sub-Advisor in
respect thereof, in which event such sub-trust shall become subject to the
provisions of this Agreement and be deemed a `Portfolio' hereunder to the same
extent as the existing Portfolios, except to the extent that such provisions may
be modified with respect to any additional Portfolio in writing by the
Investment Advisor and the Sub-Advisor at the time of the addition of the
Portfolio.
12. Notices of any kind to be given hereunder shall be in writing and
shall be duly given if mailed or delivered as follows: (a) to the Sub-Advisor at
Sanno Xxxx Xxxxx, 0-00-0, Xxxxxx-Xxx, Xxxxxxx-Xx, Xxxxx, Xxxxx 100-6173,
Attention: President, with a copy to the Investment Advisor; (b) to the
Investment Advisor at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
President; (c) to the Trust at Cardinal Avenue, Xxxxxx Town, Grand Cayman,
Cayman Islands, BWI; or (d) at such other address or to such other individual as
any of the foregoing shall designate by notice to the others.
13. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
14. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the date set
forth above.
DEUTSCHE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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DEUTSCHE ASSET MANAGEMENT (JAPAN)
LIMITED
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: President & Representative Director
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Acknowledged and Confirmed.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Assistant Secretary
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Schedule A
Portfolio Fee
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(annualized % of average
daily net assets)
Japanese Equity Portfolio 0.60%
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