Contract
Exhibit
(d)(13)
DWS ALTERNATIVE ASSET
ALLOCATION PLUS VIP – GLOBAL REAL ESTATE
RREEF
America L.L.C.
000
X. Xxxxxxxx Xxxxxx
00xx
Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
As of
January 15, 2009
Deutsche
Asset Management (Hong Kong) Limited
We have entered into a Sub-Advisory
Agreement with Deutsche Investment Management Americas Inc. (“DIMA” and/or the
“Adviser”) dated October 22, 2008, as amended from time to time, on behalf of
DWS Alternative Asset Allocation Plus VIP (the “Fund”), a series of the DWS
Variable Series II, a Massachusetts business trust (the “Trust”) (the
“Subadvisory Agreement”) under which DIMA has delegated to RREEF America L.L.C.
(“RREEF”) substantially all of its duties with respect to all of the securities
and other assets of the Fund entrusted to RREEF by DIMA (the
“Assets”). Pursuant to the Subadvisory Agreement the Assets may be
divided from time to time among one or more asset categories
(“Sleeves”). Initially the Assets have been divided among a Global
Infrastructure Sleeve and a Global Real Estate Sleeve. This Agreement
relates to the Global Real Estate Sleeve. A copy of the Subadvisory
Agreement has been previously furnished to you. In furtherance of
such duties to the Fund, and with the approval of the Fund, we wish to avail
ourselves of your investment advisory services. Accordingly, with the
acceptance of the Fund, we hereby agree with you as follows for the duration of
this Agreement:
1. You agree
to furnish to us such information, investment recommendations, advice and
assistance as we shall from time to time reasonably request with respect to the Global
Real Estate Sleeve. You shall primarily be responsible for
recommendations with respect to securities of companies primarily located in the
following geographic region(s) (the “Territory”):
____________Asia__________________. In carrying out your investment
advisory duties hereunder, you will comply with the objectives, guidelines and
restrictions as may be agreed upon by you and us in writing from time to time,
and also with the investment restrictions outlined in the Fund’s registration
statement filed with the U.S. Securities and Exchange Commission, as the same
may be amended from time to time and as advised to you from time to time. You
shall submit to all regulatory and administrative bodies having jurisdiction
over the services provided pursuant to this Agreement any information, reports
or other material which any such body by reason of this Agreement may request or
require pursuant to applicable laws and regulations.
2. We
agree to pay to you, as compensation for the services to be rendered by you
pursuant to this Agreement, a monthly fee to be calculated as provided in this
Section 2. Your fee will be a percentage of the monthly fee received
by us (through DIMA) under the Subadvisory Agreement applicable to the Global
Real Estate Sleeve. The percentage of the fee that you will
receive will be based upon the FTSE EPRA / NAREIT Global
Real Estate Index (the “Index”). Your fee will be calculated
by multiplying the total monthly fee received by RREEF under the Subadvisory
Agreement for
the Global Real Estate Sleeve by the proportion of total investments in
the Index which are attributed to your Territory (as measured based upon the
latest articulation of the Index prior to the payment date). We will,
within ten (10) days following our receipt of the
fees paid
to us under the Subadvisory Agreement, calculate the dollar value of your
monthly fee and transmit the same to you in United States Dollars.
In the event that we determine that you
are not authorized under United States securities laws to receive compensation
with respect to the Fund for your Territory (or any part thereof), you will not
receive your monthly fee (or such portion of your monthly fee corresponding to
the portion of your Territory for which such a determination has been
made). The fees that would have otherwise been paid to you but for
this decision will be redistributed pro rata among RREEF and the other similarly
situated regional subadvisers providing investment advisory services under
similar sub-subadvisory agreements (“Regional Subadvisers”).
In the event that this Agreement is
terminated for any reason, RREEF will use the date of termination as the
measurement date for the purpose of determining the percentage of fees owed to
you. Such fees will be prorated by the number of days during the
month of termination on which you perform the services provided for
herein. Any excess fees held by RREEF after such calculations are
made will be divided amongst RREEF and the other Regional Subadvisers in
accordance with the Index and formula listed above.
We agree to work with you, in order to
make our relationship as productive as possible for the benefit of the Fund, to
further the development of your ability to provide the services contemplated by
Section 1. To this end we agree to work with you to assist you in developing
your research techniques, procedures and analysis. We may from time
to time furnish you with informal memoranda reflecting our understanding of our
working procedures with you, which will be agreed to by each of us and may be
revised as you work with us pursuant to this Agreement. We agree not
to furnish, without your consent, to any person other than our personnel and
directors and representatives of the Fund any tangible research material that is
prepared by you, that is not publicly available, and that has been stamped or
otherwise clearly indicated by you as being confidential.
You agree to treat the Fund’s portfolio
holdings as confidential information in accordance with the Fund’s "Policy
Regarding Disclosure of Portfolio Holdings," as such policy may be amended from
time to time, and to prohibit your employees from trading on any such
confidential information. We agree that upon DIMA’s notification to
us of any amendments to the Fund’s “Policy Regarding Disclosure of Portfolio
Holdings,” we will notify you of the same.
3. You
shall be entitled to sub-delegate, where necessary, the performance of any or
all of the services hereunder to any member of a company controlled by Deutsche
Bank AG (“Group Companies”), provided that if such delegation would violate the
anti-assignment provisions of the U.S. Investment Advisers Act of 1940, as
amended, or any other applicable law or regulation, then it shall not be
permitted without the approval of the Trustees of the Trust.
4. You
agree that you will not make a short sale of any capital stock of the Fund, or
purchase any share of the capital stock of the Fund other than for
investment.
5. Your
services to us are not to be deemed exclusive and you are free to render similar
services to others, except as otherwise provided in Section 1
hereof.
6. Nothing
herein shall be construed as constituting you an agent of us or of the
Fund.
7. You
represent and warrant that you are registered as an investment advisor under the
U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this
Agreement.
8. Neither
you nor any affiliate of yours shall receive any compensation in connection with
the placement or execution of any transaction for the purchase or sale of
securities or for the investment of funds on behalf of the Fund, except that you
or your affiliates may receive a commission, fee or other remuneration for
acting as broker in connection with the sale of securities to or by the Fund, if
permitted under the U.S. Investment Company Act of 1940, as amended, and all
other applicable laws and regulations.
9. You
agree that you will not consult with any other subadviser engaged by the Adviser
with respect to transactions in securities or other assets concerning the Fund
or another fund advised by the Adviser,
except to
the extent such consultation is made with respect to the Fund(s) with another
affiliated adviser in the Group Companies, or to the extent permitted under the
U.S. Investment Company Act of 1940, as amended.
10. We
agree that you may rely on information reasonably believed by you to be accurate
and reliable. We further agree that neither you nor your officers,
directors, employees or agents shall be subject to any liability for any act or
omission in the course of, connected with or arising out of any services to be
rendered hereunder except by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties or by reason of reckless disregard
of your obligations and duties under this Agreement. We acknowledge
and agree that we are responsible for all of your acts and omissions in
performing the services under this Agreement.
11. This
Agreement shall remain in effect until September 30, 2009 and shall continue in
effect thereafter, but only so long as such continuance is specifically approved
at least annually by the affirmative vote of (i) a majority of the members of
the Fund’s Board of Trustees who are not interested persons of the Fund, you or
us, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) a majority of the Trust’s Board of Trustees or the holders of
a majority of the outstanding voting securities of the Fund. This
Agreement may nevertheless be terminated at any time, without penalty, by the
Trust’s Board of Trustees or by vote of holders of a majority of the outstanding
voting securities of the Fund, upon 60 days’ written notice delivered or sent by
registered mail, postage prepaid, to you, at your address given in Paragraph 13
hereof or at any other address of which you shall have notified us in writing,
or by you upon 60 days’ written notice to us and to the Fund, and shall
automatically be terminated in the event of its assignment or of the termination
(due to assignment or otherwise) of the Subadvisory Agreement, provided that an
assignment to a corporate successor to all or substantially all of your business
or to a wholly-owned subsidiary of such corporate successor which does not
result in a change of actual control or management of your business shall not be
deemed to be an assignment for purposes of this Agreement. Any such notice shall
be deemed given when received by the addressee.
12. This
Agreement may not be transferred, assigned, sold or in any manner hypothecated
or pledged by either party hereto. It may be amended by mutual
agreement, but only after authorization of such amendment is specifically
approved by the affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Fund (to the extent required by applicable
law); and (ii) a majority of the members of the Trust’s Board of Trustees who
are not interested persons of the Fund, you or us, cast in person at a meeting
called for the purpose of voting on such approval. Any required
shareholder approval shall be effective with respect to the Fund if a majority
of the outstanding voting securities of the Fund vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other fund affected by the
amendment or (b) all of the portfolios of the Trust.
13. Any
notice hereunder shall be in writing and shall be delivered in person or by
facsimile (followed by mailing such notice, air mail postage paid, the day on
which such facsimile is sent).
Addressed
If to RREEF America L.L.C.,
to:
RREEF
America L.L.C.
000 X.
Xxxxxxxx Xxxxxx
Xxxxx
00
Xxxxxxx,
XX 00000
Attention: Xxx
Xxxxxxx
Chief Operating Officer
(Facsimile No.
312-266-9346)
With a
copy to:
RREEF America L.L.C.
000 Xxxx Xxxxxx
0xx
Xxxxx
Xxx Xxxx,
XX 00000
Attention: Mr. John Xxx
Xxxxxxxx and Senior
Counsel
If to Deutsche Asset Management (Hong
Kong) Limited, to:
Xxxxx 00,
Xxxxxx Xxxx Center
2 Queen’s
Road Central
Hong
Kong, China
Attention: Xxxx
Xxxxxxx,
Chief Operating Officer, RREEF Asia
Pacific
(Facsimile No.
852-2203-7230)
or to
such other address as to which the recipient shall have informed the other
party.
Notice given as provided above shall be
deemed to have been given, if by personal delivery, on the day of such delivery,
and if by facsimile and mail, the date on which such facsimile and confirmatory
letter are sent.
14. This
Agreement shall be construed in accordance with the laws of the State of New
York, provided, however, that nothing herein shall be construed as being
inconsistent with the U.S. Investment Company Act of 1940, as
amended. As used herein the terms “interested person,” “assignment,”
and “vote of a majority of the outstanding voting securities” shall have the
meanings set forth in the U.S. Investment Company Act of 1940, as
amended.
15. The
Agreement and Declaration of Trust of the Trust, a copy of which, together with
all amendments thereto (the "Declaration"), is on file in the Office of the
Secretary of State of The Commonwealth of Massachusetts, provides that the name
DWS Alternative Asset Allocation Plus VIP and/or DWS Variable Series II refers
to the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Fund shall be held to any personal liability, nor shall resort be
had to their private property, for the satisfaction of any obligation or claim,
in connection with the affairs of the Fund or any portfolio thereof, but only
the assets belonging to the Fund, or to the particular portfolio with respect to
which such obligation or claim arose, shall be liable.
16 Upon
execution of this Agreement, you shall on request by the Adviser provide the
Adviser with your written policies and procedures, or summaries thereof
("Compliance Policies"), that are requested by the Adviser and reasonably
designed to prevent violation of Federal Securities Laws as defined in Rule
38a-1 under the U.S Investment Company Act of 1940, as amended and as required
by Rule 206(4)-7 under the U.S. Investment Advisers Act of
1940. Throughout the term of this Agreement, you shall submit to the
Adviser: (i) no less frequently than annually any material changes (or summaries
thereof) to the Compliance Policies which the Adviser requests, (ii) no less
frequently than the next regular report to the Adviser, notification of any
litigation or investigation that, in your reasonable determination, would have a
material impact on your ability to perform your obligations under this
Agreement, and (iii) no less frequently than the next regular report to the
Adviser, notification of any material compliance matter that, in your reasonable
determination, relates to the services provided by you to the Fund, including
but not limited to any material violation of the Compliance Policies,
the
G:\corp_act\Basic
Papers\DWS FUNDS\DWS Variable Series II\Sub-Advisory\AAA Plus VIP\AAA Plus VIP -
Hong Kong Sub-Subadv Global RE (01.15.09).doc
commencement
or results of any regulatory examination conducted, or periodic testing of the
Compliance Policies, provided that any such notification and/or disclosure
required herein is not prohibited by applicable law. Throughout the
term of this Agreement, you shall provide the Adviser with any certifications,
information and access to personnel and resources (including those resources
that will permit testing of the Compliance Policies by the Adviser) that the
Adviser may reasonably request to enable the Fund to comply with Rule 38a-1
under the U.S. Investment Company Act of 1940, provided, however, that the
provision of such certifications, information and access is not prohibited by
applicable law. You may deliver to RREEF all reports, summaries,
notifications, certifications, and other information you are required by this
paragraph to deliver to the Adviser, and RREEF will then coordinate and deliver
the same to the Adviser on your behalf.
[Signature Page Immediately
Follows]
If you
are in agreement with the foregoing, please sign the form of acceptance on the
enclosed counterpart hereof and return the same to us.
Very
truly yours,
RREEF
AMERICA L.L.C.
By: ________________________________
Name: Xxxx Xxxxxxxx
Title: Managing
Director
RREEF
AMERICA L.L.C.
By: ________________________________
Name: Xxxxx
Xxxxxxxx
Title:
Managing Director
The
foregoing agreement is hereby accepted as of the date first above
written.
Deutsche
Asset Management (Hong Kong) Limited
By:________________________________
Name: Xxxxx
Xxxxxxxx
Title: Managing
Director
Deutsche
Asset Management (Hong Kong) Limited
By:________________________________
Name: Xxxxxx
Xxxxx
Title: Director
Accepted:
DWS
Variable Series II, on behalf of
DWS
Alternative Asset Allocation Plus VIP
By: _________________________________
Name: Xxxx
Xxxxxxxx
Title: Secretary & Vice
President
