Exhibit(d)(4)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 2nd day of December, 2005 by and
between XXXXXXX XX INVESTMENTS TRUST, a Delaware business trust (the "Trust"),
on behalf of the series listed on Schedule A and DEUTSCHE ASSET MANAGEMENT,
INC., a Delaware corporation (the "Advisor").
WHEREAS, the Trust is registered as an open-end management investment
company 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 Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide investment advisory services for the series listed in Schedule A to this
Agreement on the terms and conditions hereinafter set forth;
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 Investment Advisor. The Trust hereby appoints the
Advisor to act as the investment advisor of each series listed in Schedule A to
this Agreement (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
section 11, being herein referred to as a "Series" and collectively as the
"Series"). The Advisor shall manage a Series' affairs and shall supervise all
aspects of a Series' operations (except as otherwise set forth herein),
including the investment and reinvestment of the cash, securities or other
properties comprising a Series' assets, subject at all times to the policies and
control of the Board of Trustees. The Advisor shall give a Series the benefit of
its best judgment, efforts and facilities in rendering its services as Advisor.
2. Delivery of Documents. The Trust has furnished the Advisor with
copies properly certified or authenticated of each of the following:
(a) The Trust's Declaration of Trust, filed with the State of Delaware
on September 13, 1993 and all amendments thereto (such Declaration of Trust, as
presently in effect and as it shall from time to time be amended, is herein
called the "Declaration of Trust");
(b) The Trust's Agreement of Trust and all amendments thereto (such
Agreement of Trust, as presently in effect and as it shall from time to time be
amended, is herein called the "Trust Agreement");
(c) Resolutions of the Trust's Board of Trustees and shareholders
authorizing the appointment of the Advisor and approving this Agreement;
(d) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No. 33-68704) and
under the 1940 Act as filed with the Securities and Exchange Commission (the
"SEC") relating to the shares of the Trust and its series, 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").
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The Trust will furnish the 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 Advisor will provide the Trust with copies of its Form ADV,
including all amendments thereto, as filed with the SEC.
3. Duties of Investment Advisor. In carrying out its obligations under
Section 1 hereof, the Advisor shall:
(a) supervise and manage all aspects of a Series' operations, except
for distribution services;
(b) formulate and implement continuing programs for the purchases and
sales of securities, consistent with the investment objective and policies of a
Series;
(c) provide the Trust with, or obtain for it, adequate office space and
all necessary office equipment and services, including telephone service,
utilities, stationery, supplies and similar items for the Trust's principal
office;
(d) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or a Series, and whether
concerning the individual issuers whose securities are included in a Series
portfolio or the activities in which they engage, or with respect to securities
which the Advisor considers desirable for inclusion in a Series' portfolio;
(e) determine which issuers and securities shall be represented in a
Series' portfolio and regularly report thereon to the Trust's Board of Trustees;
and
(f) take all actions necessary to carry into effect a Series' purchase
and sale programs.
4. Portfolio Transactions. The Advisor is authorized 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 reasonable best efforts to
obtain the best net results as described from time to time in a Series'
prospectus and statement of additional information. The Advisor will promptly
communicate to a Series' administrator and to the officers and the Trustees of
the Trust such information relating to portfolio transactions as they may
reasonably request.
It is understood that the Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of
any obligation owing to the Trust under this Agreement, or otherwise, solely by
reason of its having directed a securities transaction on behalf of a Series 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 a
Series' prospectus and statement of additional information.
Subject to the policies established by the Board in compliance with
applicable law, the Advisor may direct DB Securities, Inc. ("DB Securities") or
any of its affiliates to execute portfolio transactions for a Series on an
agency basis. The commissions paid to DB Securities or any of its affiliates
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 a Series or one or more
other accounts of the Advisor is considered at or about the same time,
transactions in such securities will be allocated among
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the accounts in a manner deemed equitable by the Advisor. DB Securities or any
of its affiliates and the 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 Trust on behalf of a Series will not deal with the Advisor or DB
Securities or any of its affiliates in any transaction in which the Advisor or
DB Securities or any of its affiliates acts as a principal with respect to any
part of a Series' order, except in compliance with rules of the SEC. If DB
Securities or any of its affiliates 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 Board of Trustees. Any management or supervisory
activities undertaken by the Advisor pursuant to this Agreement, as well as any
other activities undertaken by the Advisor on behalf of a Series pursuant
thereto, 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 Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
(b) the provisions of the Registration Statement of the Trust on behalf
of a Series under the 1933 Act and the 1940 Act;
(c) the provisions of the Declaration of Trust;
(d) the provisions of the Trust Agreement; and
(e) any other applicable provisions of state and federal law.
7. Expenses. The expenses connected with the Trust on behalf of a
Series shall be allocable between the Trust and the Advisor as follows:
(a) The Advisor shall furnish, at its expense and without cost to the
Trust, the services of one or more officers of the Advisor, to the extent that
such officers may be required by the Trust on behalf of a Series for the proper
conduct of its affairs.
(b) The Trust assumes and shall pay or cause to be paid all other
expenses of the Trust on behalf of a Series, including, without limitation:
payments to the Trust's distributor under the Trust's plan of distribution; the
charges and expenses of any registrar, any custodian or depository appointed by
the Trust for the safekeeping of a Series' cash, portfolio securities and other
property, and any transfer, dividend or accounting agent or agents appointed by
the Trust; brokers' commissions chargeable to the Trust on behalf of a Series in
connection with portfolio securities transactions to which the Trust is a party;
all taxes, including securities issuance and transfer taxes, and fees payable by
the Trust to Federal, State or other governmental agencies; the costs and
expenses of engraving or printing of certificates representing shares of the
Trust; all costs and expenses in connection with the registration and
maintenance of registration of the Trust 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 Trust and supplements thereto to the Trust's shareholders;
all expenses of shareholders' and Trustees' meetings and of preparing, printing
and mailing of proxy statements and reports to shareholders; fees and travel
expenses of Trustees or Trustee members of any advisory board or committee; all
expenses incident to the
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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 Trust's shares; charges and expenses of legal counsel, including counsel
to the Trustees of the Trust who are not interested persons (as defined in the
0000 Xxx) of the Trust and of independent certified public accountants, in
connection with any matter relating to the Trust; membership dues of industry
associations; interest payable on Trust borrowings; postage; insurance premiums
on property or personnel (including officers and Trustees) of the Trust 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 Series' or Trust's
operation unless otherwise explicitly provided herein.
8. Delegation of Advisory Services. Subject to the prior approval of a
majority of the members of the Trust's and the Series' Board of Trustees,
including a majority of the Trustees who are not "interested persons," as
defined in the 1940 Act, the Advisor may, through a sub-advisory agreement or
other arrangement, delegate to any other company that the Advisor controls, is
controlled by, or is under common control with, or to specified employees of any
such companies, or to more than one such company, to the extent permitted by
applicable law, certain of the Advisor's duties enumerated in section 1 hereof;
provided, that the Advisor shall continue to supervise the services provided by
such company or employees and any such delegation shall not relieve the Advisor
of any of its obligations hereunder.
Subject to the prior approval of a majority of the members of the
Trust's and the Series' Board of Trustees, including a majority of the Trustees
who are not "interested persons," as defined in the 1940 Act, the Advisor may,
through a sub-advisory agreement, delegate to any other company that is not an
"affiliated person" (as defined in the 0000 Xxx) of the Advisor or of the Trust
or Series (other than by reason of serving as an investment advisor to the
Series) (each a "sub-advisor"), to the extent permitted by applicable law,
certain of the Advisor's duties enumerated in section 1 hereof; provided, that
the Advisor shall continue to supervise the services provided by such
sub-advisor and any such delegation shall not relieve the Advisor of any of its
obligations hereunder.
Subject to the provisions of this Agreement, the duties of any
sub-advisor or delegate, the portion of portfolio assets of the Series that the
sub-advisor or delegate shall manage and the fees to be paid to the sub-advisor
or delegate by the Advisor under and pursuant to any sub-advisory agreement or
other arrangement entered into in accordance with this Agreement may be adjusted
from time to time by the Advisor, subject to the prior approval of a majority of
the members of the Trust's and the Series' Board of Trustees, including a
majority of the Trustees who are not "interested persons," as defined in the
1940 Act.
9. Compensation. For the services to be rendered and the expenses
assumed by the Advisor, the Trust shall pay to the Advisor monthly compensation
in accordance with Schedule A.
Except as hereinafter set forth, compensation under this Agreement
shall be calculated and accrued daily and the amounts of the daily accruals
shall be paid monthly. If this Agreement becomes effective subsequent to the
first day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.
In the event of termination of this Agreement, the investment advisory
fee shall be computed on the basis of the period ending on the last business day
on which this Agreement is in effect subject to a pro rata adjustment based on
the number of days elapsed in the current month as a percentage of the total
number of days in such month.
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In addition to the foregoing, the Advisor may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust on behalf of the Series for all or a
portion of its expenses not otherwise required to be borne or reimbursed by the
Advisor. Any such fee reduction or undertaking may be discontinued or modified
by the Advisor at any time.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this Agreement.
10. Non-Exclusivity. The services of the Advisor to the Trust on behalf
of each Series are not to be deemed to be exclusive, and the 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 or directors of the Advisor may serve as officers or Trustees of the
Trust, and that officers or Trustees of the Trust may serve as officers or
directors of the Advisor to the extent permitted by law; and that the officers
and directors of the 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, trustees or directors of any other firm, trust or
corporation, including other investment companies.
11. Additional Series and Classes. In the event that the Trust
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 Board 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.
12. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall remain in effect with respect to the Trust on behalf
of 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 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
approval, and (b) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of a Series, subject to the right of the Trust and
the Advisor to terminate this contract as provided in this Section 12; provided,
however, that if the shareholders of a Series fail to approve the Agreement as
provided herein, the Advisor may continue to serve hereunder in the manner and
to the extent permitted by 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 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 thereunder.
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 Trustees of the Trust or
by vote of a majority of the outstanding voting securities of a Series on not
less than 60 days' written notice to the Advisor, or by the Advisor at any time
without the payment of any penalty, on 90 days' written notice to the Trust.
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.
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As used in this Section 12, the term "assignment" shall have the
meaning as set forth in 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.
13. Limitation of Liability of the Advisor; Indemnification. The
Advisor shall not be liable for any error of judgment or mistake of law or for
any loss suffered by a Series in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Advisor in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
14. 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 to the Trust, Xxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, if to the Advisor, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
15. 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.
16. Entire Agreement. This Agreement states the entire agreement of the
parties hereto, and is intended to be the complete and exclusive statement of
the terms hereof. It may not be added to or changed orally, and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance 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, when applicable.
17. Reports. The Trust and the Advisor agree to furnish to each other,
if applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
18. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Advisor on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust on request.
19. 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 or orders of the SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is 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 thereunder, such provision shall be deemed
to incorporate the effect of such order, rule, regulation or interpretative
release. Otherwise the provisions of this Agreement shall be interpreted in
accordance with the laws of Maryland.
20. 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.
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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.
XXXXXXX XX INVESTMENTS TRUST
on behalf of the series listed in Schedule A
Attest: By: /s/Xxxxxxx X. Xxxxxxxx
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Name: Name: Xxxxxxx X. Xxxxxxxx
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Title: Title: President
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DEUTSCHE ASSET MANAGEMENT, INC.
Attest: By: /s/A. Xxxxxx Xxxxx
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Name: Name: A. Xxxxxx Xxxxx
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Title: Title: Secretary and Chief Legal Officer
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SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF DECEMBER 2, 2005
BETWEEN XXXXXXX XX INVESTMENTS TRUST, on behalf of the following
series, AND DEUTSCHE ASSET MANAGEMENT, INC.
Series Investment Advisory Fee
International Select Equity Fund 0.70%
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