Exhibit (d)(5)
INTERCOMPANY OPERATING AGREEMENT
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THIS AGREEMENT is made on December 8, 2003
BETWEEN
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(1) DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC. of 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Investment Advisor"); and
(2) DEUTSCHE ASSET MANAGEMENT INVESTMENT SERVICES LIMITED of Xxx Xxxxxx
Xxxxxx, Xxxxxx, XX0X 0XX,
Xxxxxxx (the "Sub Advisor")
WHEREAS
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(A) The Investment Advisor and Xxxxxxx Portfolio Trust (the "Trust"), on
behalf of Xxxxxxx Income Fund, a series of the Trust (the "Fund") have
entered into an Investment Management Agreement dated as of April 5,
2002, (the "Advisory Agreement") pursuant to which the Investment
Advisor acts as investment advisor to and manager of the Fund; and
(B) The Investment Advisor and Sub Advisor have entered into a Research and
Advisory Agreement, dated as of December 8, 2003, (the "Sub Advisory
Agreement") pursuant to which the Sub Advisor furnishes such
information, investment recommendations, advice and assistance as the
Investment Advisor may request in furtherance of the duties the
Investment Advisor performs for the Fund; and
(C) The Investment Advisor and Sub Advisor wish to specify certain of the
services to be provided pursuant to Sub Advisory Agreement, subject to
the terms and conditions provided in that Agreement.
AGREEMENT
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1. Services Provided by the Sub Advisor
1.1 The Sub Advisor shall act as the discretionary investment manager of
such of the Fund's cash, securities and other assets as the Investment
Advisor may place under the Sub Advisor's management (the
"Portfolio").
2. Discretionary Authority and Investment Guidelines
2.1 Subject to the investment objectives, guidelines and restrictions set
out in the Advisory Agreement and the Fund's prospectus and other
disclosure documents, (the "Investment Guidelines"), the Sub Advisor,
during the period of this Agreement, will have full discretionary
authority to manage the Portfolio, and for that purpose,:
(i) to take all investment decisions in respect of the Portfolio;
(ii) to subscribe for, purchase, sell, exchange, convert or
otherwise effect transactions in Portfolio assets, and to sign
any documentation required in connection with such
transactions;
(iii) to place orders for the execution of Portfolio transactions
with or through such brokers, dealers, agents, market makers or
issuers as the Sub Advisor may select, subject to terms of
business agreed with the Sub Advisor or implied by market
practice; and
(iv) to issue instructions to the Fund's custodian (the "Custodian")
in connection with the receipt, delivery or retention of
Portfolio assets and in the exercise of all powers and
discretions (including voting rights) conferred on the owner of
such assets.
2.2 Amendments to the Investment Guidelines may be notified at any time by
the Investment Advisor on written notice to the Sub Advisor.
3. Dealing
The Sub Advisor will secure best execution of all Portfolio
transactions on behalf of the Fund.
4. Custody, Settlement and Collection
4.1 The Custodian will be solely responsible for the safekeeping of
Portfolio assets (and their documents of title), on behalf of the Fund.
The Custodian will attend to settlement of all Portfolio transactions
and to the collection of income receivable in respect of the
Portfolios.
4.2 The Sub Advisor will not hold cash or Portfolio assets (or their
documents of title) on behalf of the Fund .
5. Reporting
The Sub Advisor shall provide such reports as the Investment Advisor
may reasonably request.
6. Records
The Sub Advisor will maintain records of all transactions effected for
the Portfolio and will afford to the Investment Advisor, its officers,
employees, agents and auditors such access to the Sub Advisor's records
and auditors as the Investment Advisor may reasonably request.
7. Confidentiality
The Sub Advisor will respect and protect the confidentiality of all
information concerning the Portfolio and will not, without the
Investment Advisor's prior consent, disclose any such information to a
third party except in the proper performance of this Agreement or as
required by law or competent authority.
8. Termination
8.1 This Agreement terminates automatically in respect of the Fund on the
termination of the Sub Advisory Agreement.
8.2 The Sub Advisor will, unless directed otherwise by the Investment
Advisor, continue to manage the Portfolio until the termination date
and is authorised, in any event, to arrange for the retention and/or
realisation of such assets as may be required to settle transactions
entered into prior to the actual date of termination and to pay any
outstanding liabilities incurred.
Signed by /s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Authorised Signatory
For and on behalf of
DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS, INC.
Signed by /s/illegible /s/illegible
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Authorised Signatory Authorised Signatory
For and on behalf of
DEUTSCHE ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
