Exhibit 99 - d(ii)
Deutsche Investors Funds, Inc.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 28th day of March, 2001 by and among
DEUTSCHE INVESTORS FUNDS, INC. a Maryland corporation (the "Fund"), INVESTMENT
COMPANY CAPITAL CORP., a Maryland corporation (the "Advisor"), and DWS
INTERNATIONAL PORTFOLIO MANAGEMENT GmbH, a company organized under the laws of
the Federal Republic of Germany (the "Sub-Advisor").
WHEREAS, the Advisor is the investment advisor to the Fund, which is an
open-end, diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), consisting of
several series of shares, each having its own investment policies.
WHEREAS, the Board of the Fund (the "Board") has selected the Advisor to
provide overall investment advice and management, and to provide certain other
services, under the terms and conditions provided in the Advisory Agreement,
dated March 28, 2001, between Investment Company Capital Corp. and Deutsche
Investors Funds, Inc. (the "Advisory Agreement").
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Appointment of Sub-Advisor. The Fund hereby appoints the Sub-Advisor
to act as the Sub-Advisor of each series listed in Schedule A to this Agreement
(each such series, together with all other series subsequently established by
the Fund and made subject to this Agreement in accordance with Section 10, being
herein referred to as "a Series", and collectively as "the Series") under the
supervision of the Board and the Advisor, and the Sub-Advisor hereby accepts
such appointment, all subject to the terms and conditions contained herein.
2. Delivery of Documents. The Fund has furnished the Sub-Advisor with
copies properly certified or authenticated of each of the following:
(a) The Fund's Articles of Incorporation, filed with the State of
Maryland on May 22, 1997 and all amendments thereto (such Articles of
Incorporation, as presently in effect and as they shall from time to time
be amended, is herein called the "Articles of Incorporation");
(b) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are
herein called the "By-Laws");
(c) Resolutions of the Fund's Board and shareholders authorizing the
appointment of the Sub-Advisor and approving this Agreement;
(d) The Fund's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended (the "1933 Act") (File No. 333-07008) and under the
1940 Act as filed with the Securities and
Exchange Commission ("SEC") relating to the shares of the Fund on behalf of
the Series listed in Schedule A, and all amendments thereto; and
(e) Each Series' most recent prospectus (such prospectus, as presently
in effect, and all amendments and supplements thereto are herein called
"Prospectus").
The Fund will furnish the Sub-Advisor from time to time with copies,
properly certified or authenticated, of all amendments or supplements to the
foregoing, if any, and all documents, notices and reports filed with the SEC.
The Sub-Advisor will provide the Series with copies of its Form ADV,
including all amendments thereto, as it is filed with the SEC.
3. Duties of Sub-Advisor. In carrying out its obligations under Section 1
hereof, the Sub-Advisor shall:
(a) provide the Series with such executive and clerical services as are
deemed advisable by the Board;
(b) determine which issuers and securities shall be represented in the
Series' portfolio and regularly report thereon to the Fund's Board;
(c) formulate and implement continuing programs for the purchases and
sales of securities and regularly report thereon to the Fund's Board;
(d) take, on behalf of the Series, all actions which appear necessary
to carry into effect such purchase and sale programs as aforesaid,
including the placing of orders for the Series' purchase and sale of
securities;
(e) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Series, and whether concerning the individual issuers whose securities are
included in the Series' portfolio or the activities in which they engage,
or with respect to securities which the Advisor considers desirable for
inclusion in the Series' portfolio; and
(f) provide the Advisor and the Fund with records concerning the Sub-
Advisor's activities which the Fund is required to maintain;
(g) render regular reports to the Advisor and the Fund's officers and
directors concerning the Sub-Advisor's discharge of its responsibilities;
(h) discharge the foregoing responsibilities subject to the control of
the Board of the Fund and the overall supervision of the Advisor and in
compliance with such policies as the Directors or the Advisor may from time
to time establish, subject always to the provisions of the Fund's Articles
of Incorporation and By-Laws, and the 1940 Act, and in compliance with the
objectives, policies, and limitations for each Series as set forth in each
Series' Prospectus and statement of additional information, as amended from
time to time, and applicable laws and regulations.
Subject to the provisions of this Agreement, the duties of the Sub-Advisor,
the portion of portfolio assets of each Series that the Sub-Advisor shall manage
and the fees to be paid to the Sub-Advisor by the Advisor under and pursuant to
this Agreement may be adjusted from time
to time by the Advisor, with and upon the approval of the members of the Fund's
Board who are not "interested persons," as defined in the 1940 Act.
4. Portfolio Transactions. The Sub-Advisor is authorized in its
discretion to select the brokers or dealers that will execute the purchases and
sales of portfolio securities for a Series and is directed to use its best
efforts to obtain the best net results as described from time to time in a
Series' prospectus and statement of additional information. The Sub-Advisor will
promptly communicate to the Advisor and to the officers and the Directors of the
Fund such information relating to the portfolio transactions as they may be
reasonably request.
It is understood that the Sub-Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund or be in breach of
any obligation owing to the Fund under this Agreement, or otherwise, solely by
reason of its having directed a securities transaction on behalf of the Fund to
a broker-dealer in compliance with the provisions of Section 28(e) of the
Securities Exchange Act of 1934 or as otherwise permitted from time to time by
the Fund prospectus and statement of additional information.
Subject to the policies established by the Board in compliance with
applicable law, the Sub-Advisor may direct Deutsche Banc Alex. Xxxxx Inc. or any
of its affiliates ("DB Alex. Xxxxx") to execute portfolio transactions for the
Fund on an agency basis. The commissions paid to DB Alex. Xxxxx must be, as
required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the
commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
during a comparable period of time." If the purchase or sale of securities
consistent with the investment policies of each Series or one or more other
accounts of the Sub-Advisor is considered at or about the same time,
transactions in such securities will be allocated among the accounts in a manner
deemed equitable by the Sub-Advisor. DB Alex. Xxxxx and the Sub-Advisor may
combine such transactions, in accordance with applicable laws and regulations,
in order to obtain the best net price and most favorable execution.
The Fund on behalf of each Series will not deal with the Sub-Advisor or DB
Alex. Xxxxx in any transaction in which the Sub-Advisor or DB Alex. Xxxxx acts
as a principal with respect to any part of a Series' order. If DB Alex. Xxxxx
is participating in an underwriting or selling group, a Series may not buy
portfolio securities from the group except in accordance with policies
established by the Board in compliance with rules of the SEC.
5. Control by Fund's Board. Any recommendations concerning a Series'
investment program proposed by the Sub-Advisor and the Advisor pursuant to this
Agreement, as well as any other activities undertaken by the Sub-Advisor on
behalf of a Series pursuant hereto, shall at all times be subject to any
applicable directives of the Board.
6. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder, as amended;
(b) the provisions of the Registration Statement of the Fund under the
1933 Act and the 1940 Act;
(c) the provisions of the Articles of Incorporation;
(d) the provision of the By-Laws; and
(e) any other applicable provisions of state and federal law.
7. Expenses. The expenses connected with the Fund on behalf of each
Series shall be allocable between the Fund, the Sub-Advisor and the Advisor as
follows:
(a) The Sub-Advisor shall furnish at its expense and without cost to
the Fund, the services of one or more officers of the Sub-Advisor, to the
extent that such officers may be required by the Series for the proper
conduct of its affairs.
(b) The Sub-Advisor shall maintain, at its expense and without cost to
the Fund, a trading function in order to carry out its obligations under
Section 3 hereof to place orders for the purchase and sale of portfolio
securities for each Series.
(c) The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund on behalf of each Series, including, without
limitation: payments to the Advisor under the Investment Advisory Agreement
between the Fund and the Advisor, payments to the Fund's distributor under
the Fund's plan of distribution; the charges and expenses of any registrar,
any custodian or depository appointed by the Fund for the safekeeping of
each Series' cash, portfolio securities and other property, and any
transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund on behalf of each Series' in
connection with portfolio securities transactions to which the Fund is a
party; all taxes, including securities issuance and transfer taxes, and
fees payable by the Fund to Federal, State or other governmental agencies;
the costs and expenses of engraving or printing of certificates
representing shares of the Fund; all costs and expenses in connection with
the registration and maintenance of registration of the Fund and its shares
with the SEC and various states and other jurisdictions (including filing
fees, legal fees and disbursements of counsel); the costs and expenses of
printing, including typesetting, and distributing prospectuses and
statements of additional information of the Fund and supplements thereto to
the Fund's shareholders; all expenses of shareholders' and Directors'
meetings and of preparing, printing and mailing of proxy statements and
reports to shareholders; fees and travel expenses of Directors or Director
members of any advisory board or committee; all expenses incident to the
payment of any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used for
pricing of the Fund's shares; charges and expenses of legal counsel,
including counsel to the Directors of the Fund who are not "interested
persons" (as defined in the 0000 Xxx) of the Fund and of independent
certified public accountants, in connection with any matter relating to the
Fund; membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and Directors) of the Fund which inure to its benefit;
extraordinary expenses (including but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto);
and all other charges and costs of the Fund's operation unless otherwise
explicitly provided herein
8. Compensation. For the services to be rendered hereunder by the Sub-
Advisor, the Advisor shall pay to the Sub-Advisor monthly compensation in
accordance with Schedule B. The Fund on behalf of each Series shall have no
responsibility for such compensation.
Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily and the amounts of the daily accruals paid monthly.
For any period less than a full month during which this Agreement is in effect,
the fee shall be prorated according to the proportion, which such period bears
to a full month. Payment of the Sub-Advisor's compensation for the preceding
month shall be made as promptly as possible.
9. Delegation of Responsibilities. The Sub-Advisor may, but shall not be
under any duty to, perform services on behalf of the Fund which are not required
by this Agreement upon the request of the Fund's Board. Such services will be
performed on behalf of the Fund and the Sub-Advisor's charges in rendering such
services will be billed monthly to the Fund, subject to examination by the
Fund's independent certified public accountants. Payment or assumption by the
Sub-Advisor of any Fund expense that the Sub-Advisor is not required to pay or
assume under this Agreement shall not relieve the Sub-Advisor of any of its
obligations to the Fund nor obligate the Sub-Advisor to pay or assume any
similar Fund expenses on any subsequent occasions.
10. Additional Series and Classes. In the event that the Fund establishes
one or more series of Shares or one or more classes of Shares after the
effectiveness of this Agreement, such series of shares or classes of shares, as
the case may be, shall become Series and Classes under this Agreement upon
approval of this Agreement by the Fund with respect to the series of shares or
class of shares and the execution of an amended Appendix A reflecting the
applicable names and terms.
11. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall remain in effect with respect to a Series until two years
from the date first set forth above, and thereafter, for periods of one year so
long as such continuance thereafter is specifically approved at least annually
(a) by the vote of a majority of those members of the Board of the Fund 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 approval, and,
except as may be otherwise permitted by then current law as modified or
interpreted by any applicable order or orders of the SEC or any rules or
regulations adopted by, or interpretative releases of, the SEC, (b) by vote of a
majority of the outstanding voting securities of a Series; provided however,
that if the shareholders of a Series fail to approve the Agreement as provided
in Section 15 of the 1940 Act, the Sub-Advisor may continue to serve hereunder
in the manner and to the extent permitted by the 1940 Act and rules and
regulations thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act as modified or interpreted by any applicable
order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC.
This Agreement may be terminated as to a Series at any time, without the
payment of any penalty by vote of a majority of the members of the Board of the
Fund or by vote of a majority of the outstanding voting securities of a Series
or the Advisor on not less than 30 days nor more than 60 days written notice to
the Sub-Advisor, or by the Sub-Advisor at any time without the payment of any
penalty, on 60 days written notice to the Advisor and the Fund. This Agreement
will automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered,
or mailed postpaid, to the other party at any office of such party.
As used in this Section 11, the term "assignment" shall have the meaning as
set forth in the 1940 Act and the rules and regulations thereunder, subject to
such exemptions as may be granted by the SEC.
12. Non-Exclusivity. Each of the Advisor and the Sub-Advisor hereby
represents and warrants that it is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended. The services of the Sub-Advisor to
the Advisor and the Fund on behalf of each Series are not to be deemed to be
exclusive, and the Sub-Advisor shall be free to render investment advisory or
other services to others (including other investment companies) and to engage in
other activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers and directors of the Sub-
Advisor may serve as officers or members of the Board of the Fund, and that
officers or members of the Board of the Fund may serve as officers or directors
of the Sub-Advisor to the extent permitted by law; and that the officers and
directors of the Sub-Advisor are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers or directors of any other firm or corporation,
including other investment companies.
13. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund or a Series, neither
the Sub-Advisor nor any of its directors, officers or employees will act as
principal or agent or receive any commission. The Sub-Advisor shall not
knowingly recommend that a Series purchase, sell or retain securities of any
issuer in which the Sub-Advisor has a financial interest without obtaining prior
approval of the Advisor prior to the execution of any such transaction.
14. Liability of Sub-Advisor. In the performance of its duties hereunder,
the Sub-Advisor shall be obligated to exercise care and diligence and to act in
good faith to ensure the accuracy of all services performed under this
Agreement, but the Sub-Advisor shall not be liable for any act or omission which
does not constitute willful misfeasance, bad faith or gross negligence on the
part of the Sub-Advisor or its officers, Directors or employees, or reckless
disregard by the Sub-Advisor of its duties under this Agreement.
15. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Currently, such addresses are as follows: if for the Sub-Advisor, Xxxxxxxxxxxxx
000-000, Xxxxxxxxx xx Xxxx 00000, Xxxxxxx; if for the Advisor and the Fund, Xxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
16. Amendment of This Agreement. No provision of this Agreement may be
changed or waived orally, but only by an instrument in writing signed by the
party against which enforcement of the change or waiver is sought, and no
amendment to this Agreement shall be effective until approved by (a) the
Directors, including a majority of the members of the Board who are not
interested persons of the Advisor, the Sub-Advisor or (other than as Board
members) the Fund, cast in person at a meeting called for the purpose of voting
on such approval, and, except as may be otherwise permitted by then current law
as modified or interpreted by any applicable order or orders of the SEC or any
rules or regulations adopted by, or interpretative releases of, the SEC, (b) a
majority of the outstanding voting securities of a Series, as defined in the
1940 Act.
17. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any such
court, by rules, regulations, orders or interpretative releases of the SEC
issued pursuant to said Act. In addition, where the effect of a requirement of
the 1940 Act reflected in any provision of this Agreement is revised by rule,
regulation, order or interpretative releases of the SEC, such provision shall be
deemed to incorporate the effect of such rule, regulation, order or
interpretative releases. Otherwise the provisions of this Agreement shall be
interpreted in accordance with the laws of Maryland.
18. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
19. Counterparts. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
[SEAL] DEUTSCHE INVESTORS FUNDS, INC.
Attest: ____________________ By:
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
[SEAL] INVESTMENT COMPANY CAPITAL CORP.
Attest: ____________________ By:______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
[SEAL] DWS INTERNATIONAL PORTFOLIO
MANAGEMENT GmbH
Attest: ____________________ By:
Name: Name:
Title:
Schedule A
Global Financial Services Fund
Global Biotechnology Fund
Global Technology Fund
Schedule B
Compensation Table
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Fee
---
Fund (annualized % of average daily net assets)
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Global Financial Services Fund 0.50%
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Global Biotechnology Fund 0.50%
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Global Technology Fund 0.50%
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