Exhibit 99.h(2)
AMENDMENT No. 1 to the MASTER SERVICES AGREEMENT
This AMENDMENT NO. 1 is made as of July 24, 2002 and amended as of
September 3, 2002 to that certain MASTER SERVICES AGREEMENT (together with the
Appendices, the "Agreement"), dated September 1, 2000 by and between each entity
listed on Appendix I to the Agreement, each a Maryland corporation (each a
"Fund, collectively the "Funds"); the DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New
York business Trust and the XXXXXXX RREEF SECURITIES TRUST, a Delaware business
trust (each a "Trust", collectively the "Trusts") and INVESTMENT COMPANY CAPITAL
CORP., a Maryland corporation ("ICCC").
WHEREAS, the U.S. Congress has enacted the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, as may be amended from time to time, and all regulations
promulgated pursuant thereto (collectively, the "USA PATRIOT Act") and the Bank
Secrecy Act, as amended, and the regulations promulgated pursuant thereto
(collectively, the "BSA"), to require open-end mutual funds and other covered
financial institutions to develop anti-money laundering compliance programs and
procedures ("AML Program");
WHEREAS, each Fund and each Trust have no employees, and account
openings and dealings with shareholders are maintained by ICCC as they relate to
each Fund and the Trust pursuant to the Agreement;
WHEREAS, each Fund and each Trust have adopted an AML Program to comply
with the USA PATRIOT Act and the BSA which require agreements with certain third
parties to be amended; and
WHEREAS, the parties have agreed to amend the Agreement in accordance
with Section 12(f) to comply with each Fund's and each Trust's AML Program and
the USA PATRIOT Act and the BSA;
NOW, THEREFORE, in consideration of the mutual promises set forth and
for other good and valuable consideration, the parties hereby agree to amend the
Agreement as follows:
1. Section 4 is hereby replaced in its entirety with the following:
Records. The books and records pertaining to each of the Funds and
each of the Trusts that are in the possession of ICCC shall be the
property of each of the Funds and each of the Trusts,
respectively. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable
securities laws and rules and regulations, including the USA
PATRIOT Act and the BSA. Each of the Funds and each of the Trusts,
or each of the Funds' or each of the Trusts' authorized
representatives, shall have access to such books and records at
all times during ICCC's normal business hours. Upon the reasonable
request of each of the Funds or each of the Trusts, ICCC shall
provide copies of any such books and records to each of the Funds
or each of the Trusts or to the authorized representative of each
of the Funds or each of the Trusts at each of the Funds' or each
of the Trusts' expense, as the case may be. All books and records
required to be maintained under the USA PATRIOT Act and the BSA
shall be made available, for inspection and copying, to the U.S.
Department of Treasury's Financial Crimes Enforcement Network and
the Securities and Exchange Commission as may be requested
pursuant to the USA PATRIOT Act and the BSA.
2. Section 6 is hereby replaced in its entirety with the following:
Compliance with Governmental Rules and Regulations. Each of the
Funds and each of the Trusts assumes full responsibility for
insuring that each Fund and each of the Trusts comply with all
applicable requirements of the 1933 Act, the Securities Exchange
Act of 1934(the "1934 Act"), the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction. ICCC
undertakes to comply with all applicable requirements of the 1933
Act, the 1934 Act, the 1940 Act, the Commodities Exchange Act (if
applicable), and all laws, rules and regulations of governmental
authorities having jurisdiction with respect to the performance by
ICCC of its duties under this Agreement. In addition, in the
performance of its duties under this Agreement, ICCC shall perform
the services set forth herein so that each Fund and each Trust is
in compliance with the USA PATRIOT Act, the BSA, including but not
limited to implementing policies and procedures, maintaining books
and records and responding to requests for information pursuant to
the USA PATRIOT Act and the BSA. ICCC shall establish and
implement an Anti-Money Laundering Program, as defined in Section
352 of the USA PATRIOT Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
FLAG INVESTORS COMMUNICATIONS FUND, INC.
FLAG INVESTORS SERIES FUNDS, INC.
EMERGING GROWTH FUND, INC.
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
REAL ESTATE SECURITIES FUND, INC.
SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
DEUTSCHE INVESTORS FUNDS, INC.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
XXXXXXX RREEF SECURITIES TRUST
_____________________________
By: Xxxxxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
_____________________________
By: Xxxxxxx X. Xxxx
Title: President
Page 3
MASTER SERVICES AGREEMENT
THIS AGREEMENT is made as of September 1, 2000, as amended as of September
3, 2002, by and between INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation
("ICCC") and each entity listed in Appendix I attached hereto (collectively, the
"Funds"). Each Fund is a Maryland corporation, except DEUTSCHE INVESTORS
PORTFOLIOS TRUST, a New York business Trust and XXXXXXX RREEF SECURITIES TRUST,
a Delaware business Trust (each a "Trust" and collectively, the "Trusts").
W I T N E S E T H:
WHEREAS, each of the Funds is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, each of the Funds desire to retain ICCC to provide certain
services on behalf of each Fund and with respect to each of the Trust's
portfolios (the "Portfolios"), as set forth in the Appendices to this Agreement,
and ICCC is willing so to serve.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. Each of the Funds hereby appoint ICCC to perform such services
and to serve such functions on behalf of each of the Funds as set forth in the
Appendices to this Agreement, on the terms set forth in this Agreement and the
Appendices hereto. ICCC accepts such appointment and agrees to furnish such
services and serve such functions. Each of the Funds may have currently
outstanding one or more series, classes, or funds (where applicable) of its
shares of common stock, par value $.001 per share ("Shares") and may from time
to time hereafter issue separate series, classes, or funds (where applicable) of
its Shares or classify and reclassify Shares of any series, class, or funds and
the appointment effected hereby shall constitute appointment for the provision
of services with respect to all existing series, classes or funds (where
applicable) and any additional series, classes or funds established at a later
time unless the parties shall otherwise agree in writing.
2. Delivery of Documents. Each of the Funds have furnished ICCC with copies
properly certified or authenticated of the following documents and will furnish
ICCC from time to time with copies, properly certified or authenticated, of all
amendments of or supplements thereto, if any:
(a) Resolutions of each of the Funds' Board of Directors/Trustees
authorizing the appointment of ICCC to act in such capacities on behalf of each
of the Funds as set forth in the Appendices to this Agreement, and the entering
into of this Agreement by each of the Funds;
(b) Each Fund's Articles of Incorporation and all amendments thereto (the
"Charter")and each Fund's By-Laws and all amendments thereto (the "By-Laws");
(c) Each Trust's Articles of Incorporation and all amendments thereto (the
"Charter") and each Trust's By-Laws and all amendments thereto (the "By-Laws");
Page 4
(d) Each of the Funds' most recent Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") and under the 1940
Act as filed with the Securities and Exchange Commission (the "SEC") relating to
the Shares; and
(d) Copies of each of the Funds' most recent prospectus or prospectuses,
including amendments and supplements thereto (collectively, the "Prospectus").
3. Services to be Provided; Fees. During the term of this Agreement, ICCC
shall perform the services and act in such capacities on behalf of each of the
Funds as set forth herein and in the Appendices to this Agreement. For the
services performed by ICCC for each of the Funds, each of the Funds will
compensate ICCC in such amounts as may be agreed to from time to time by the
parties in writing.
4. Records. The books and records pertaining to each of the Funds and that are
in the possession of ICCC shall be the property of each of the Funds. Such books
and records shall be prepared and maintained as required by the 1940 Act and
other applicable securities laws and rules and regulations. Each of the Funds,
or each of the Funds' authorized representatives, shall have access to such
books and records at all times during ICCC's normal business hours. Upon the
reasonable request of each of the Funds, ICCC shall provide copies of any such
books and records to each of the Funds or to the authorized representative of
each of the Funds at each of the Funds' expense.
5. Cooperation with Accountants. In addition to any obligations set forth in
an Appendix hereto, ICCC shall cooperate with the independent accountants of
each of the Funds and shall take all reasonable actions in the performance of
its obligations under this Agreement to ensure that the necessary information is
made available to such accountants for the expression of such accountants'
opinion of each of the Funds' financial statements or otherwise, as such may be
required by each of the Funds from time to time.
6. Compliance with Governmental Rules and Regulations. Each of the Funds
assumes full responsibility for insuring that each Fund and the Portfolios
comply with all applicable requirements of the 1933 Act, the Securities Exchange
Act of 1934 (the "1934 Act"), the 1940 Act, and any laws, rules and regulations
of governmental authorities having jurisdiction. ICCC undertakes to comply with
all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
Commodities Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
ICCC of its duties under this Agreement, including the Appendices hereto.
7. Expenses. (a) ICCC shall bear all expenses of its employees and overhead
incurred in connection with its duties under this Agreement and shall pay all
salaries and fees of each of the Funds' directors/trustees and officers who are
employees of ICCC.
(b) Each of the Funds assumes and shall pay or cause to be paid all other
expenses of each of the Funds, as applicable, including, without limitation: the
fees for investment advisory services, the fees of the administrator and
distributor; the charges and expenses of any registrar, any custodian or
depositary appointed by each of the Funds for the safekeeping of its cash,
portfolio securities and other property, and any stock transfer, dividend or
accounting agent or agents appointed by each of the Funds; brokers' commissions
chargeable to each of the Funds in connection with portfolio securities
transactions to which each of the Funds is a party; all taxes,
Page 5
including securities issuance and transfer taxes, and corporate fees payable by
each of the Funds to federal, state or other governmental agencies; the cost and
expense of engraving or printing of stock certificates representing Shares; all
costs and expenses in connection with maintenance of registration of each of the
Funds and its Shares with the SEC and various states and other jurisdictions
(including filing fees and legal fees and disbursements of counsel); the
expenses of printing, including typesetting, and distributing prospectuses of
each of the Funds and supplements thereto to each of the Funds' shareholders;
all expenses of shareholders', directors', and trustees' meetings and of
preparing, printing and mailing of proxy statements and reports to shareholders;
fees and travel expenses of directors, trustees or members of any advisory board
or committee other than such directors, trustees or members who are "interested
persons" of each of the Funds (as defined in the 1940 Act); 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 Shares; charges and expenses of legal counsel, including
counsel to the directors or Trustees of each of the Funds who are not
"interested persons" of each of the Funds (as defined in the 1940 Act), and of
independent accountants, in connection with any matter relating to each of the
Funds; a portion of membership dues of industry associations; interest payable
on each of the Funds' borrowings; postage; insurance premiums on property or
personnel (including officers, directors, and trustees) of each of the Funds
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 each of the Funds'
operation unless otherwise explicitly provided herein.
8. Liability; Indemnification. Neither ICCC nor any of its officers, directors
or employees shall be liable for any error of judgment or for any loss suffered
by each of the Funds in connection with the matters to which this Agreement,
including the Appendices hereto, relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its or their part in the
performance of, or from reckless disregard by it or them of, its or their
obligations and duties under this Agreement. Each of the Funds agree to
indemnify and hold harmless ICCC and its nominees from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any
state and foreign securities and blue sky laws, all as currently in existence or
as amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which ICCC takes or does or omits to take or do at the request
or on the direction of or in reliance on the advice of each of the Funds or
their outside counsel; provided, that neither ICCC nor any of its nominees shall
be indemnified against any liability to each of the Funds or to its shareholders
(or any expenses incident to such liability) arising out of ICCC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement. Notwithstanding anything else in this
Agreement or any Appendix hereto to the contrary, ICCC shall have no liability
to each of the Funds for any consequential, special or indirect losses or
damages which each of the Funds may incur or suffer as a consequence of ICCC's
performance of the services provided in this Agreement or any Appendix hereto.
9. Responsibility of ICCC. ICCC shall be under no duty to take any action on
behalf of each of the Funds except as specifically set forth herein or as may be
specifically agreed to by ICCC in writing. In the performance of its duties
hereunder, ICCC shall be obligated to exercise
Page 6
care and diligence and to act in good faith and to use its best efforts within
reasonable limits in performing services provided for under this Agreement, but
ICCC shall not be liable for any act or omission which does not constitute
willful misfeasance, bad faith or gross negligence on the part of ICCC or
reckless disregard by ICCC of its duties under this Agreement. Notwithstanding
anything in this Agreement to the contrary, ICCC shall have no liability to each
of the Funds for any consequential, special or indirect losses or damages which
each of the Funds may incur or suffer by or as a consequence of ICCC's
performance of the services provided hereunder.
10. Non-Exclusivity. The services of ICCC to each of the Funds are not to be
deemed exclusive and ICCC shall be free to render accounting or other services
to others (including other investment companies) and to engage in other
activities. It is understood and agreed that directors, officers or employees of
ICCC may serve as directors or officers of each of the Funds, and that directors
or officers of each of the Funds may serve as directors, officers and employees
of ICCC to the extent permitted by law; and that directors, officers and
employees of ICCC are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, directors or officers of any other firm or corporation, including
other investment companies.
11. Notice. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, to each Fund or the Xxxxxxx RREEF Securities Trust at Xxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Fund Counsel, or to ICCC at
Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xx. Xxxxxx X. Xxxxxx; to
the Deutsche Investors Portfolios Trust at P.O. Box 501 Cardinal Avenue, Grand
Cayman, Cayman Islands, BWI, with a copy to Xxxxxx X. Xxxxxx at Xxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: President, or to ICCC at Xxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx, 00000.
12. Miscellaneous. (a) This Agreement shall become effective as of the date
first above written and shall remain in force until terminated. This Agreement,
or any Appendix hereto, may be terminated at any time without the payment of any
penalty, by either party hereto on sixty (60) days' written notice to the other
party.
(b) This Agreement shall be construed in accordance with the laws of the
State of Maryland.
(c) If any provisions of this Agreement shall be held or made invalid in
whole or in part, the other provisions of this Agreement shall remain in force.
Invalid provisions shall, in accordance with the intent and purpose of this
Agreement, be replaced by mutual consent of the parties with such valid
provisions which in their economic effect come as close as legally possible to
such invalid provisions.
(d) Except as otherwise specified in the Appendices hereto, ICCC shall be
entitled to rely on any notice or communication believed by it to be genuine and
correct and to have been sent to it by or on behalf of the Funds.
(e) ICCC agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to each of the Funds
and its prior, present, or potential shareholders, except, after prior
notification to and approval in writing by each of the Funds, which approval
shall not be unreasonably withheld and may not be withheld where ICCC may be
Page 7
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by each of the Funds.
(f) Any part of this Agreement or any Appendix attached hereto may be
changed or waived only by an instrument in writing signed by both parties
hereto.
Page 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
FLAG INVESTORS COMMUNICATIONS FUND, INC.
FLAG INVESTORS SERIES FUNDS, INC.
EMERGING GROWTH FUND, INC.
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
REAL ESTATE SECURITIES FUND, INC.
SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
DEUTSCHE INVESTORS FUNDS, INC.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
XXXXXXX RREEF SECURITIES TRUST
_________________________________
By: Xxxxxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
_________________________________
By: Xxxxxxx X. Xxxx
Title: President
Page 9
Appendix I
As of September 3, 2002
SERVICES PROVIDED BY ICCC
Flag Investors Communications Transfer Accounting Services Administration
Fund, Inc. Agency Services
Flag Investors Series Funds, Inc. Transfer Accounting Services Administration
Agency Services
Emerging Growth Fund, Inc. Transfer Accounting Services __________
(formerly, Flag Investors Agency
Emerging Growth Fund Inc.)
Flag Investors Equity Partners Transfer Accounting Services __________
Fund, Inc. Agency
Real Estate Securities Fund, Inc. Transfer Accounting Services __________
(formerly, Flag Investors Real Agency
Estate Securities Fund, Inc.)
Short-Intermediate Income Transfer Accounting Services __________
Fund, Inc. (formerly, Flag Agency
Investors Short-Intermediate
Income Fund, Inc.)
Flag Investors Value Builder Transfer Accounting Services __________
Fund, Inc. Agency
Deutsche Investors Funds, Inc.
(formerly, Flag Investors
Funds, Inc.)
Top 50 US Fund Transfer __________ Administration
Agency Services
Japanese Equity Fund Transfer __________ Administration
Agency Services
Growth Opportunity Fund Transfer Accounting Services Administration
Agency Services
Global Biotechnology Fund Transfer Accounting Services Administration
Agency Services
Page 10
Deutsche Investors Portfolios Trust
(formerly, Flag Investors Portfolios Trust)
Japanese Equity Portfolio Transfer ___________ Administration
Agency Services
Top 50 US Portfolio Transfer ___________ Administration
Agency Services
Xxxxxxx RREEF Securities Trust
Xxxxxxx RREEF Real Estate Transfer
Securities Fund Agency Accounting Services ___________
Page 11
Appendix II
ADMINISTRATION SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix is dated as of September 1, 2000, and is hereby incorporated
into and made a part of the Master Services Agreement dated as of September 1,
2000 (the "Master Services Agreement") between FLAG INVESTORS COMMUNICATIONS
FUND, INC. and INVESTMENT COMPANY CAPITAL CORP. ("ICCC"). Defined terms not
otherwise defined herein shall have the meaning set forth in the Master Services
Agreement.
1. Services to be provided. ICCC will perform the following services on an
ongoing basis.
(a) supervise and manage all aspects of the Fund's operations, other than
portfolio management and distribution;
(b) provide the Fund with such executive, administrative, clerical and
bookkeeping services as are deemed advisable by the Fund's Board of Directors;
(c) provide the Fund with, or obtain for it, adequate office space and
all necessary office equipment and services, including telephone service, heat,
utilities, stationery, supplies and similar items for any offices as are deemed
advisable by the Fund's Board of Directors;
(d) supervise the operations of the Fund's transfer and dividend
-disbursing agent;
(e) arrange, but not pay for, the periodic updating of prospectuses and
supplements thereto, proxy material, tax returns, reports to the Fund's
shareholders and reports to and filings with the SEC and state Blue Sky
authorities; and
(f) provide, at its expense and without cost to the Fund, the services of
one or more officers of the Fund.
2. Fees. For the service performed by ICCC for the Fund pursuant to this
Appendix, the Fund will pay ICCC compensation for such services as the parties
may agree to from time to time in writing.
Page 12
Appendix III
ADMINISTRATION SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix dated as of September 1, 2000 and amended as of May 1, 2001, is
hereby incorporated into and made a part of the Master Services Agreement dated
as of September 1, 2000 (the "Master Services Agreement") (i) between FLAG
INVESTORS PORTFOLIOS TRUST (now known as DEUTSCHE INVESTORS PORTFOLIOS TRUST) on
behalf of Top 50 World Portfolio, Top 50 Europe Portfolio, Top 50 Asia
Portfolio, Top 50 US Portfolio, Japanese Equity Portfolio and European Mid-Cap
Portfolio and INVESTMENT COMPANY CAPITAL CORP. ("ICCC") (ii) between FLAG
INVESTORS FUNDS, INC. (now known as DEUTSCHE INVESTORS FUNDS, INC.) on behalf of
Top 50 World Fund, Top 50 Europe Fund, Top 50 Asia Fund, Top 50 US Fund,
Japanese Equity Fund and European Mid-Cap Fund and ICCC. Defined terms not
otherwise defined herein shall have the meaning set forth in the Master Services
Agreement.
1. Services to be provided. ICCC will perform the following services on an
ongoing basis.
(a) supervise and manage all aspects of each of the Funds' operations,
other than portfolio management and distribution;
(b) provide each of the Funds with such executive, administrative,
clerical and bookkeeping services as are deemed advisable by each of the Funds'
Board of Directors/Trustees;
(c) provide each of the Funds with, or obtain for it, adequate office
space and all necessary office equipment and services, including telephone
service, heat, utilities, stationery, supplies and similar items for any offices
as are deemed advisable by each of the Funds' Board of Directors/Trustees;
(d) supervise the operations of each of the Funds' transfer and dividend
-disbursing agent;
(e) arrange, but not pay for, the periodic updating of prospectuses and
supplements thereto, proxy material, tax returns, reports to each of the Funds'
shareholders and reports to and filings with the SEC and state Blue Sky
authorities; and
(f) provide, at its expense and without cost to each of the Funds, the
services of one or more officers of each of the Funds.
2. Fees. For the service performed by ICCC for each of the Funds pursuant to
this Appendix, each of the Funds will pay ICCC compensation for such services as
the parties may agree to from time to time in writing.
Page 13
Appendix IV
ADMINISTRATION SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix is dated as of March 28, 2001, and is hereby incorporated
into and made a part of the Master Services Agreement dated as of September 1,
2000 (the "Master Services Agreement") between DEUTSCHE INVESTORS FUNDS, INC.
(on behalf of GLOBAL FINANCIAL SERVICES FUND, GLOBAL BIOTECHNOLOGY FUND and
GLOBAL TECHNOLOGY FUND) and INVESTMENT COMPANY CAPITAL CORP. ("ICCC"). Defined
terms not otherwise defined herein shall have the meaning set forth in the
Master Services Agreement.
1. Services to be provided. ICCC will perform the following services on an
ongoing basis.
(a) supervise and manage all aspects of the Fund's operations, other
than portfolio management and distribution;
(b) provide the Fund with such executive, administrative, clerical and
bookkeeping services as are deemed advisable by the Fund's Board of Directors;
(c) provide the Fund with, or obtain for it, adequate office space and all
necessary office equipment and services, including telephone service, heat,
utilities, stationery, supplies and similar items for any offices as are deemed
advisable by the Fund's Board of Directors;
(d) supervise the operations of the Fund's transfer and dividend
-disbursing agent;
(e) arrange, but not pay for, the periodic updating of prospectuses and
supplements thereto, proxy material, tax returns, reports to the Fund's
shareholders and reports to and filings with the SEC and state Blue Sky
authorities; and
(f) provide, the Fund with such administrative and clerical services for
the maintenance of certain shareholder records as deemed advisable by the Fund's
Board of Directors.
2. Fees. For the service performed by ICCC for the Fund pursuant to this
Appendix, the Fund will pay ICCC compensation for such services as the parties
may agree to from time to time in writing.
Page 14
IN WITNESS WHEREOF, the parties hereto have caused this Administrative
Services Appendix to the Master Services Agreement between Deutsche Investors
Funds, Inc. (on behalf of Global Financial Services Fund, Global Biotechnology
Fund and Global Technology Fund) and Investment Company Capital Corp. to be
executed in their names and on their behalf by and through their duly authorized
officers, as of March 28, 2001.
DEUTSCHE INVESTORS FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
-----------------
Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
Title: President
Page 15
Appendix V
ADMINISTRATION SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix is dated as of March 28, 2001, and is hereby incorporated
into and made a part of the Master Services Agreement dated as of September 1,
2000 (the "Master Services Agreement") between DEUTSCHE INVESTORS FUNDS, INC. on
behalf of GROWTH OPPORTUNITY FUND and INVESTMENT COMPANY CAPITAL CORP. ("ICCC").
Defined terms not otherwise defined herein shall have the meaning set forth in
the Master Services Agreement.
1. Services to be provided. ICCC will perform the following services on an
ongoing basis.
(a) supervise and manage all aspects of the Fund's operations, other
than portfolio management and distribution;
(b) provide the Fund with such executive, administrative, clerical and
bookkeeping services as are deemed advisable by the Fund's Board of Directors;
(c) provide the Fund with, or obtain for it, adequate office space and all
necessary office equipment and services, including telephone service, heat,
utilities, stationery, supplies and similar items for any offices as are deemed
advisable by the Fund's Board of Directors;
(d) supervise the operations of the Fund's transfer and dividend
-disbursing agent;
(e) arrange, but not pay for, the periodic updating of prospectuses and
supplements thereto, proxy material, tax returns, reports to the Fund's
shareholders and reports to and filings with the SEC and state Blue Sky
authorities; and
(f) provide, the Fund with such administrative and clerical services for
the maintenance of certain shareholder records as deemed advisable by the Fund's
Board of Directors.
2. Fees. For the service performed by ICCC for the Fund pursuant to this
Appendix, the Fund will pay ICCC compensation for such services as the parties
may agree to from time to time in writing.
Page 16
IN WITNESS WHEREOF, the parties hereto have caused this Administrative
Services Appendix to the Master Services Agreement between Deutsche Investors
Funds, Inc. on behalf of Growth Opportunity Fund and Investment Company Capital
Corp. to be executed in their names and on their behalf by and through their
duly authorized officers, as of March 28, 2001.
DEUTSCHE INVESTORS FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
-----------------
Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
Title: President
Page 17
Appendix VI
TRANSFER AGENCY SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix is dated as of September 1, 2000 and amended as of
September 3, 2002, and is hereby incorporated into and made a part of the Master
Services Agreement dated (the "Master Services Agreement") (i)between FLAG
INVESTORS COMMUNICATIONS FUND, INC. and INVESTMENT COMPANY CAPITAL CORP.
("ICCC") (ii) between FLAG INVESTORS SERIES FUNDS, INC. and ICCC (iii) between
EMERGING GROWTH FUND, INC. and ICCC (iv) between FLAG INVESTORS EQUITY PARTNERS
FUND, INC. and ICCC (v) between REAL ESTATE SECURITIES FUND, INC. and ICCC (vi)
between SHORT-INTERMEDIATE INCOME FUND, INC. and ICCC (vii) between FLAG
INVESTORS VALUE BUILDER FUND, INC. and ICCC (viii) between DEUTSCHE INVESTORS
FUNDS, INC. and ICCC (ix) between DEUTSCHE INVESTORS PORTFOLIOS TRUST and ICCC
(x) between XXXXXXX RREEF SECURITIES TRUST and ICCC. Defined terms not otherwise
defined herein shall have the meaning set forth in the Master Services
Agreement.
1. Definitions.
(a) "Authorized Person." The term "Authorized Person" shall mean any
officer of each Fund or of each Trust and any other person, who is fully
authorized by each Fund's Board of Directors or the each Trust's Board of
Trustees, to give Oral and Written Instructions on behalf of each Fund or each
of the Trusts.
(b) "Oral Instructions." The term "Oral Instructions" shall mean oral
instructions received by ICCC from an Authorized Person or from a person
reasonably believed by ICCC to be an Authorized Person.
(c) "Written Instructions." The term "Written Instructions" shall mean
written instructions signed by two Authorized Persons and received by ICCC. The
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. Instructions. Unless otherwise provided in this Appendix, ICCC shall act
only upon Oral and Written Instructions. ICCC shall be entitled to rely upon any
Oral and Written Instruction it receives from an Authorized Person (or from a
person reasonably believed by ICCC to be an Authorized Person) pursuant to this
Agreement. ICCC may assume that any Oral or Written Instruction received
hereunder is not in any way inconsistent with the provisions of each Fund's
Articles of Incorporation, each Trust's Declaration of Trust, the Master
Services Agreement, or any Appendix attached thereto, or of any vote, resolution
or proceeding of each Fund's Board of Directors, each Trust's Board of Trustees
or shareholders.
Each Fund and each Trust agree to forward to ICCC Written Instructions
confirming Oral Instructions so that ICCC receives the Written Instructions by
the close of business on the same
Page 18
day that such Oral Instructions are received. The fact that such confirming
Written Instructions are not received by ICCC shall in no way invalidate the
transactions or enforceability of the transactions authorized by the Oral
Instructions. Each Fund and each Trust further agree that ICCC shall incur no
liability to each Fund or each Trust in acting upon Oral or Written Instructions
provided such instructions reasonably appear to have been received from an
Authorized Person.
If ICCC is in doubt as to any action it should or should not take, ICCC may
request directions or advice, including Oral or Written Instructions, from each
Fund or each Trust. ICCC shall be protected in any action it takes or does not
take in reliance upon directions, advice or Oral or Written Instructions it
receives from each Fund, each Trust or from counsel and which ICCC believes, in
good faith, to be consistent with those directions, advice or Oral of Written
Instructions. Notwithstanding the foregoing, ICCC shall have no obligation (i)
to seek such directions, advice or Oral or Written Instructions, or (ii) to act
in accordance with such directions, advice or Oral or Written Instructions
unless, under the terms of other provisions of this Appendix, the same is a
condition of ICCC's properly taking or not taking such action.
3. Description of Services.
(a) General Services to be Provided. ICCC shall provide to each Fund and
each Trust the following services on an ongoing basis:
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder registrations;
(iii) Review new applications and correspond with shareholders, if
necessary, to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations; solicit and tabulate proxies; receive and
tabulate proxy cards for meetings of each Fund's or Portfolios'
shareholders;
(vi) Countersign securities;
(vii) Direct shareholder confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmation to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly
with ICCC;
(x) Provide periodic shareholder lists and statistics to each Fund
and the Portfolios;
(xi) Provide detail for underwriter/broker confirmations;
(xii) Mail periodic year-end tax and statement information;
(xiii) Provide timely notification to investment advisor, accounting
agent, and custodian of each Fund's and each Trust's activity;
and
Page 19
(xiv) Perform other participating broker-dealer shareholder services
as may be agreed upon from time to time.
(b) Purchase of Shares. ICCC shall issue and credit an account of an
investor, in the manner described in the Prospectus, once it receives: (i)a
purchase order; (ii) proper information to establish a shareholder account; and
(iii) confirmation of receipt by, or crediting of funds for such order to, each
Fund's or Portfolios' custodian.
(c) Redemption of Shares. ICCC shall redeem each Fund's or each Trust's
shares only in accordance with the provisions of the Prospectus and each
shareholder's individual directions. Shares shall be redeemed at such time as
the shareholder tenders his or her shares and directs the method of redemption
in accordance with the terms set forth in the Prospectus. If securities are
received in proper form, Shares shall be redeemed before the funds are provided
to ICCC. When each Fund or the Portfolios provides ICCC with funds, redemption
proceeds will be wired (if requested)or a redemption check issued. All
redemption checks shall be drawn to the recordholder unless third party payment
authorizations have been signed by the recordholder and delivered to ICCC.
(d) Dividends and Distributions. Upon receipt of certified resolutions of
each Fund's Board of Directors and each Trust's Board of Trustees authorizing
the declaration and payment of dividends and distributions, ICCC shall issue the
dividends and distributions in shares, or, upon shareholder election, pay such
dividends and distributions in cash. Such issuance or payment shall be made
after deduction and payment of the required amount of funds to be withheld in
accordance with any applicable tax laws or other laws, rules or regulations.
Each Fund's and each Trust's shareholders shall receive tax forms and other
information, or permissible substitute notice, relating to dividends and
distributions, paid by each Fund and each Trust as are required to be filed and
mailed by applicable law, rule or regulation. ICCC shall maintain and file with
the IRS and other appropriate taxing authorities reports relating to all
dividends and distributions paid by each Fund and the Portfolios to its
shareholders as required by tax or other law, rule or regulation.
(e) Shareholder Account Services. If authorized in the Prospectus, ICCC
shall arrange for the following services, in accordance with the applicable
terms set forth in the Prospectus: (i) the issuance of Shares obtained through
any pre-authorized check plan and direct purchases through broker wire orders,
checks and applications; (ii) exchanges of shares of any fund for Shares of the
Fund with which the Fund has exchange privileges; (iii) automatic redemption
from an account where that shareholder participates in an automatic redemption
plan; and (iv) redemption of Shares from an account with a check writing
privilege.
(f) Communications to Shareholders. Upon timely Written Instructions, ICCC
shall mail all communications by each Fund and each Trust to its shareholders,
including, reports to shareholders, confirmations of purchases and sales of
Shares, monthly or quarterly statements, dividend and distribution notices, and
proxy material.
(g) Records. ICCC shall maintain records of the accounts for each
shareholder showing the following information: (i) name, address and U.S. Tax
Identification or Social Security number; (ii) number and class of Shares held
and number and class of Shares for which certificates, if any, have been issued,
including certificate numbers and denominations; (iii) historical information
regarding the account of each shareholder, including dividends and
Page 20
distributions paid and the date and price for all transactions on a
shareholder's account; (iv) any stop or restraining order placed against a
shareholder's account; (v) any correspondence relating to the current
maintenance of a shareholder's account; (vi) information with respect to
withholdings; and (vii) any information required in order for ICCC to perform
any calculations contemplated or required by this Appendix or the Master
Services Agreement.
(h) Lost or Stolen Certificates. ICCC shall place a stop notice against any
certificate reported to be lost or stolen and comply with all applicable federal
regulatory requirements for reporting such loss or alleged misappropriation. A
new certificate shall be registered and issued upon: (i) the shareholder's
pledge of a lost instrument bond or such other appropriate indemnity bond issued
by a surety company approved by ICCC; and (ii) completion of a release and
indemnification agreement signed by the shareholder to protect ICCC.
(i) Shareholder Inspection of Stock Records. Upon requests from Fund or
Trust shareholders to inspect stock records, ICCC will notify the Fund or Trust
and the Fund or Trust shall deliver Oral or Written Instructions granting or
denying each such request. Unless ICCC has acted contrary to the Fund's or
Trust's Instructions, each Fund and each Trust agree to release ICCC from any
liability for refusal or permission for a particular shareholder to inspect each
Fund's or the Portfolios' shareholder records.
(j) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of
Written Instructions, ICCC shall cancel outstanding certificates surrendered by
each Fund or each Trust to reduce the total amount of outstanding shares by the
number of shares surrendered by each Fund or the Portfolios.
(k) Telephone Transactions. In accordance with the terms of the Prospectus,
ICCC shall act upon shareholder requests made by telephone for redemption or
exchange of shares; provided that (i) the shareholder has authorized telephone
transactions on the Fund's Account Application or otherwise in writing, (ii) if
the request is a redemption, the amount to be redeemed does not exceed $50,000
and (iii) ICCC has complied with the identification and other security
procedures required by the Fund in connection with telephone transactions.
4. Fees. As compensation for the services performed by ICCC for each Fund and
the Portfolios pursuant to this Appendix, each Fund and each Trust will pay to
ICCC such amounts as may be agreed to from time to time by the parties in
writing.
5. Delegation of Responsibilities. ICCC may subcontract to any third party all
or any part of its obligations under this Appendix; provided that any such
subcontracting shall not relieve ICCC of any of its obligations under this
Appendix. All subcontractors shall be paid by ICCC.
Page 21
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agency
Services Appendix to the Master Services Agreement to be executed as of
September 3, 2002.
FLAG INVESTORS COMMUNICATIONS FUND, INC.
FLAG INVESTORS SERIES FUNDS, INC.
EMERGING GROWTH FUND, INC.
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
REAL ESTATE SECURITIES FUND, INC.
SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
DEUTSCHE INVESTORS FUNDS, INC.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
XXXXXXX RREEF SECURITIES TRUST
_________________________________
By: Xxxxxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
_________________________________
By: Xxxxxxx X. Xxxx
Title: President
Page 22
ACCOUNTING SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix is dated as of September 1, 2000 and amended as of September
3, 2002, and is hereby incorporated into and made a part of the Master Services
Agreement (the "Master Services Agreement") (i) between FLAG INVESTORS
COMMUNICATIONS FUND, INC. and INVESTMENT COMPANY CAPITAL CORP. ("ICCC") (ii)
between FLAG INVESTORS SERIES FUNDS, INC. and ICCC (iii) between EMERGING GROWTH
FUND, INC. and ICCC (iv) between FLAG INVESTORS EQUITY PARTNERS FUND, INC. and
ICCC (v) between REAL ESTATE SECURITIES FUND, INC. and ICCC (vi) between
SHORT-INTERMEDIATE INCOME FUND, INC. and ICCC (vii) between FLAG INVESTORS VALUE
BUILDER FUND, INC. and ICCC (viii) between XXXXXXX RREEF SECURITIES TRUST and
ICCC. Defined terms not otherwise defined herein shall have the meaning set
forth in the Master Services Agreement.
1. Accounting Services to be Provided. ICCC will perform the following
accounting functions if required:
(a) Journalize investment, capital share and income and expense;
(b) Verify investment buy/sell trade tickets when received from each
Fund's or the Trust's investment advisor and transmit trades to each
Fund's or the Trust's custodian for proper settlement;
(c) Maintain individual ledgers for investment securities;
(d) Maintain tax lots for each security;
(e) Reconcile cash and investment balances with the custodian, and provide
each Fund's or the Trust's investment advisor with the beginning cash
balance available for investment purposes;
(f) Update the cash availability throughout the day as required by each
Fund's or the Trust's investment advisor;
(g) Post to and prepare each Fund's or the Trust's Statement of Net Assets
and Liabilities and the Statement of Operations;
(h) Calculate various contractual expenses (e.g., advisor and custody
fees);
(i) Monitor the expense accruals and notify each Fund's or the Trust's
management of any proposed adjustments;
(j) Control all disbursements from each Fund or the Trust's and authorize
such disbursements upon written instructions from the President or any
other officer of each Fund or the investment advisor;
(k) Calculate capital gains and losses;
Page 23
(l) Determine each Fund's or the Trust's net income;
(m) Obtain security market quotes from independent pricing services
approved by the investment advisor, or if such quotes are unavailable,
then obtain such prices from the investment advisor, and in either
case calculate the market value of portfolio investments;
(n) Transmit or mail a copy of the daily portfolio valuation to each
Fund's or the Trust's investment advisor;
(o) Compute each Fund's or the Trust's net asset value;
(p) As appropriate, compute the yields, total return, expense ratios,
portfolio turnover rate;
(q) Prepare a monthly financial statement, which will include the
following items:
. Schedule of Investments;
. Statement of Net Assets and Liabilities;
. Statement of Operations;
. Statement of Changes in Net Assets;
. Cash Statement;
. Schedule of Capital Gains and Losses;
(r) Assist in the preparation of:
. Federal and State Tax Returns;
. Excise Tax Returns;
. Annual, Semi-Annual and Quarterly Shareholder Reports;
. Rules 24 (e)-2 and 24 (f)-2 Notices;
. Annual and Semi-Annual Reports on Form N-SAR;
. Monthly and Quarterly Statistical Data Information Reports Sent to
Performance Tracking Companies;
(s) Assist in the Blue Sky and Federal registration and compliance
process;
(t) Assist in the review of registration statements; and
(u) Assist in monitoring compliance with Sub-Chapter M of the Internal
Revenue Code.
2. Records. ICCC shall keep the following records: (a) all books and records
with respect to each Fund's or the Trust's books of account; and (b) records of
each Fund's or the Trust's securities transactions.
3. Liaison with Accountants. In addition to ICCC's obligations relating to
each Fund's or the Trust's independent accountants set forth in the Master
Services Agreement, ICCC shall act
Page 24
as liaison with each Fund's or the Trust's independent accountants and shall
provide account analyses, fiscal year summaries, and other audit related
schedules.
4. Compensation. For services performed by ICCC pursuant to this Appendix,
each Fund and the Trust will pay to ICCC compensation for such services as the
parties may agree to from time to time in writing.
Page 25
IN WITNESS WHEREOF, the parties hereto have caused this Accounting Services
Appendix to the Master Services Agreement to be executed as of September 3,
2002.
FLAG INVESTORS COMMUNICATIONS FUND, INC.
FLAG INVESTORS SERIES FUNDS, INC.
EMERGING GROWTH FUND, INC.
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
REAL ESTATE SECURITIES FUND, INC.
SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
XXXXXXX RREEF SECURITIES TRUST
___________________________________
By: Xxxxxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
___________________________________
By: Xxxxxxx X. Xxxx
Title: President
Page 26
Appendix VIII
ACCOUNTING SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
This Appendix is dated March 28/th/, 2001, and is hereby incorporated into and
made a part of the Master Services Agreement ("the Master Services Agreement")
between DEUTSCHE INVESTORS FUNDS, INC. (on behalf of GROWTH OPPORTUNITY FUND,
GLOBAL FINANCIAL SERVICES FUND, GLOBAL BIOTECHNOLOGY FUND and GLOBAL TECHNOLOGY
FUND) and INVESTMENT COMPANY CAPITAL CORP. ("ICCC"). Defined terms not otherwise
defined herein shall have the meaning set forth in the Master Services
Agreement.
1. Accounting Services to be Provided. ICCC will perform the following
accounting functions if required:
(a) Journalize investment, capital share and income and expense;
(b) Verify investment buy/sell trade tickets when received from each
Fund's investment advisor and transmit trades to each Fund's custodian
for proper settlement;
(c) Maintain individual ledgers for investment securities;
(d) Maintain tax lots for each security;
(e) Reconcile cash and investment balances with the custodian, and provide
each Fund's investment advisor with the beginning cash balance
available for investment purposes;
(f) Update the cash availability throughout the day as required by each
Fund's investment advisor;
(g) Post to and prepare each Fund's Statement of Net Assets and
Liabilities and the Statement of Operations;
(h) Calculate various contractual expenses (e.g., advisor and custody
fees);
(i) Monitor the expense accruals and notify each Fund's management of any
proposed adjustments;
(j) Control all disbursements from each Fund and authorize such
disbursements upon written instructions from the President or any
other officer of each Fund or the investment advisor;
(k) Calculate capital gains and losses;
(l) Determine each Fund's net income;
Page 27
(m) Obtain security market quotes from independent pricing services
approved by the investment advisor, or if such quotes are unavailable,
then obtain such prices from the investment advisor, and in either
case calculate the market value of portfolio investments;
(n) Transmit or mail a copy of the daily portfolio valuation to each
Fund's investment advisor;
(o) Compute each Fund's net asset value;
(p) As appropriate, compute the yields, total return, expense ratios,
portfolio turnover rate;
(q) Prepare a monthly financial statement, which will include the
following items:
. Schedule of Investments;
. Statement of Net Assets and Liabilities;
. Statement of Operations;
. Statement of Changes in Net Assets;
. Cash Statement;
. Schedule of Capital Gains and Losses;
(r) Assist in the preparation of:
. Federal and State Tax Returns;
. Excise Tax Returns;
. Annual, Semi-Annual and Quarterly Shareholder Reports;
. Rules 24 (e)-2 and 24 (f)-2 Notices;
. Annual and Semi-Annual Reports on Form N-SAR;
. Monthly and Quarterly Statistical Data Information Reports Sent to
Performance Tracking Companies;
(s) Assist in the Blue Sky and Federal registration and compliance
process;
(t) Assist in the review of registration statements; and
(u) Assist in monitoring compliance with Sub-Chapter M of the Internal
Revenue Code.
2. Records. ICCC shall keep the following records: (a) all books and
records with respect to each Fund's books of account; and (b) records of each
Fund's securities transactions.
3. Liaison with Accountants. In addition to ICCC's obligations relating
to each Fund's independent accountants set forth in the Master Services
Agreement, ICCC shall act as liaison with each Fund's independent accountants
and shall provide account analyses, fiscal year summaries, and other audit
related schedules.
Page 28
4. Compensation. For services performed by ICCC pursuant to this
Appendix, each Fund will pay to ICCC compensation for such services as the
parties may agree to from time to time in writing.
Page 29
IN WITNESS WHEREOF, the parties hereto have caused this Accounting Services
Appendix to the Master Services Agreement between Deutsche Investors Funds, Inc.
(on behalf of Growth Opportunity Fund, Global Financial Services Fund, Global
Biotechnology Fund and Global Technology Fund) and Investment Company Capital
Corp. to be executed in their names and on their behalf by and through their
duly authorized officers, as of March 28th, 2001.
DEUTSCHE INVESTORS FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
-----------------
Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
Title: President
Page 30
