Exhibit 99(d)(xi)
INVESTMENT SUB-ADVISORY AGREEMENT
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AGREEMENT made this 1st day of August, 2005, between Deutsche
Investment Management Americas Inc. (the "Adviser" or "DIMA") and Dreman Value
Management, L.L.C. (the "Sub-Adviser").
WHEREAS, Xxxxxxx Value Series, Inc., a Maryland corporation (the
"Corporation"), is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Management
Agreement dated August 1, 2005 (the "Advisory Agreement") with the Corporation,
pursuant to which the Adviser will act as investment adviser to the
Xxxxxxx-Xxxxxx Mid Cap Value Fund (the "Fund"), which is a series of the
Corporation, and will provide certain management services with respect to the
Fund; and
WHEREAS, the Adviser, with the approval of the Corporation's Board of
Directors, including a majority of the Directors who are not "interested
persons," as defined in the 1940 Act, desires to retain the Sub-Adviser to
provide investment advisory services in connection with the management of the
Fund, and the Sub-Adviser is willing to render such investment advisory
services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision and oversight by the
Adviser and the Corporation's Board of Directors, the Sub-Adviser shall
manage all of the securities and other assets of the Fund entrusted to
it hereunder (the "Assets"), including the purchase, retention and
disposition of the Assets, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Fund's
prospectus and statement of additional information, as currently in
effect and as amended or supplemented from time to time (referred to
collectively as the "Prospectus"), and subject to the following:
(a) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Corporation's constituent documents and the Prospectus and
with the instructions and directions of the Adviser and of the
Board of Directors of the Corporation and will conform to and
comply with the requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code"), and all other
applicable federal and state laws and regulations, as each is
amended from time to time.
(b) The Sub-Adviser shall determine the Assets to be purchased or
sold by the Fund and will place orders with or through such
persons, brokers or dealers to carry out the policy with
respect to brokerage set forth in the Corporation's
registration statement and the Fund's Prospectus or as the
Board of Directors or the Adviser may direct from time to
time, in conformity with federal securities laws. In executing
portfolio transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the
Fund best execution. In evaluating
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best execution for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the
breadth of the market in the security, the price of the
security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating best execution, and in
selecting the broker-dealer to execute a particular
transaction, subject to any instructions and directions of the
Adviser or the Board of Directors, the Sub-Adviser may also
consider the brokerage and research services provided (as
those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934). Provided the Sub-Adviser is acting in
accordance with any such instructions and directions of the
Adviser or the Board of Directors, the Sub-Adviser is
authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the
Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer -- viewed
in terms of that particular transaction or in terms of the
overall responsibilities of the Sub-Adviser to the Fund. In no
instance, however, will the Fund's Assets be purchased from or
sold to the Adviser, the Sub-Adviser, any other sub-adviser of
the Corporation or other registered investment companies (or
series or portions thereof) that may be deemed to be under
common control, the Corporation's principal underwriter, or
any affiliated person of either the Corporation, the Adviser,
the Sub-Adviser or any other sub-adviser of the Corporation or
other registered investment companies (or series or portions
thereof) that may be deemed to be under common control, or the
Corporation's principal underwriter, acting as principal in
the transaction, except to the extent permitted by the
Securities and Exchange Commission ("SEC") and the 1940 Act
and approved by the Adviser and the Board of Directors. The
Adviser or its affiliates may, from time to time, engage other
sub-advisers to advise series of the Corporation (or portions
thereof) or other registered investment companies (or series
or portions thereof) that may be deemed to be under common
control (each a "Sub-Advised Fund"). The Sub-Adviser agrees
that it will not consult with any other sub-adviser engaged by
the Adviser or it affiliates with respect to transactions in
securities or other assets concerning the Fund or another
Sub-Advised Fund, except to the extent permitted by the
certain exemptive rules under the 1940 Act that permit certain
transactions with a sub-adviser or its affiliates.
On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interests of the Fund as well
as other clients of the Sub-Adviser, the Sub-Adviser, to the
extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to
be sold or purchased in order to obtain the most favorable
price or lower brokerage commissions and efficient execution.
In such event, allocation of securities so sold or purchased,
as well as the expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner the Sub-Adviser
considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
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The Sub-Adviser may buy securities for the Fund at the same
time it is selling such securities for another client account
and may sell securities for the Fund at the time it is buying
such securities for another client account. In such cases,
subject to applicable legal and regulatory requirements, and
in compliance with such procedures of the Corporation as may
be in effect from time to time, the Sub-Adviser may effectuate
cross transactions between the Fund and such other account if
it deems this to be advantageous to both of the accounts
involved.
Notwithstanding the foregoing, the Sub-Adviser agrees that the
Adviser shall have the right by written notice to identify
securities that may not be purchased on behalf of the Fund
and/or broker-dealers through or with which portfolio
transactions on behalf of the Fund may not be effected. The
Sub-Adviser shall refrain from purchasing such securities for
the Fund or directing any portfolio transaction to any such
broker-dealer on behalf of the Fund, unless and until the
written approval of the Adviser or the Board of Directors, as
the case may be, is so obtained.
(c) The Sub-Adviser shall maintain all books and records with
respect to transactions involving the Assets required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act. The
Sub-Adviser shall keep the Adviser informed of developments
materially affecting the Fund or the Corporation. The
Sub-Adviser shall provide to the Adviser or the Board of
Directors such periodic and special reports, balance sheets or
financial information, and such other information with regard
to its affairs as the Adviser or Board of Directors may
reasonably request.
The Sub-Adviser shall keep the books and records relating to
the Assets required to be maintained by the Sub-Adviser under
this Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this
Agreement needed by the Adviser to keep the other books and
records of the Fund required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall also furnish to the Adviser any other
information relating to the Assets that is required to be
filed by the Adviser or the Corporation with the SEC or sent
to shareholders under the 1940 Act (including the rules
adopted thereunder) or any exemptive or other relief that the
Adviser or the Corporation obtains from the SEC. The
Sub-Adviser agrees that all records that it maintains on
behalf of the Fund are the property of the Fund and the
Sub-Adviser will surrender promptly to the Fund any of such
records upon the Fund's request; provided, however, that the
Sub-Adviser may retain a copy of such records. The Sub-Adviser
agrees to permit the Adviser, the Corporation's officers and
its independent public accountants to inspect and audit such
records pertaining to the Fund at reasonable times during
regular business hours upon due notice. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act, and
Rule 204-2 under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), any such records as are required
to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor sub-adviser upon the
termination of this Agreement (or, if there is no successor
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sub-adviser, to the Adviser). The Sub-Adviser shall maintain
and enforce adequate security procedures with respect to all
materials, records, documents and data relating to any of its
responsibilities under this Agreement including all means for
the effecting of securities transactions.
(d) The Sub-Adviser will also make its officers and employees
available to meet with the officers of the Adviser and the
Corporation's officers and Directors on due notice to review
the investments and investment program of the Fund in the
light of current and prospective economic and market
conditions. In addition, the Sub-Adviser shall, on the
Sub-Adviser's own initiative, and as reasonably requested by
the Adviser, for itself and on behalf of the Corporation,
furnish to the Adviser from time to time whatever information
the Adviser reasonably believes appropriate for this purpose.
From time to time as the Board of Directors of the Corporation
or the Adviser may reasonably request, the Sub-Adviser will
furnish to the Adviser and Corporation's officers and to each
of its Directors, at the Sub-Adviser's expense, reports on
portfolio transactions and reports on issuers of securities
held by the Fund, all in such detail as the Corporation or the
Adviser may reasonably request. In addition, the Sub-Adviser
shall provide advice and assistance to the Adviser as to the
determination of the value of securities held or to be
acquired by the Fund for valuation purposes in accordance with
the process described in the Fund's Prospectus.
(e) The Sub-Adviser shall provide the Fund's custodian on each
business day with information relating to all transactions
concerning the Fund's Assets, including the name of the
issuer, the description and amount or number of shares of the
security purchased or sold, the market price, commission and
gross or net price, trade date, settlement date and identity
of the effecting broker or dealer, and such other information
as may be reasonably required. The Sub-Adviser shall also
provide the Adviser with such information upon request of the
Adviser.
(f) In the performance of its duties hereunder, the Sub-Adviser is
and shall be an independent contractor and, except as
expressly provided for herein or otherwise expressly provided
or authorized in writing by the Adviser, shall have no
authority to act for or represent the Fund or the Corporation
in any way or otherwise be deemed to be an agent of the Fund,
the Corporation or the Adviser. If any occasion should arise
in which the Sub-Adviser gives any advice to its clients
concerning the shares of the Fund, the Sub-Adviser will act
solely as investment counsel for such clients and not in any
way on behalf of the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any
financial condition that is likely to impair the Sub-Adviser's
ability to fulfill its commitment under this Agreement.
(h) The Adviser, subject to concurrence and delegation by the
Corporation's Board of Directors, may determine from time to
time whether it or the Sub-Adviser will be responsible for
voting proxies received with respect to securities held by the
Fund.
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2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to
the Advisory Agreement and shall supervise and oversee the
Sub-Adviser's performance of its duties under this Agreement; provided,
however, that in connection with its management of the Assets, nothing
herein shall be construed to relieve the Sub-Adviser of responsibility
for compliance with the Corporation's constituent documents, the
Prospectus, the instructions and directions of the Board of Directors
of the Fund, the requirements of the 1940 Act, the Code, and all other
applicable federal and state laws and regulations, as each is amended
from time to time.
3. DELIVERY OF DOCUMENTS.
(a) The Adviser has furnished the Sub-Adviser with copies properly
certified or authenticated of each of the following documents:
(i) The Corporation's Articles of Incorporation, as in
effect on the date of this Agreement and as amended
from time to time (herein called the "Articles of
Incorporation");
(ii) By-Laws of the Corporation; and
(iii) Prospectus of the Fund.
(b) The Sub-Adviser has furnished the Adviser with copies properly
certified or authenticated of each of the following documents:
(i) The Sub-Adviser's most recent audited financial
statements;
(ii) An organizational chart showing public companies and
registered broker-dealers affiliated with the
Sub-Adviser;
(iii) The Sub-Adviser's Form ADV; and
(iv) The Sub-Adviser's Code of Ethics adopted pursuant to
Rule 17j-1 under the 1940 Act.
4. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE SUB-ADVISER.
(a) The Sub-Adviser represents and warrants that it is a duly
registered investment adviser under the Advisers Act, is a
duly registered investment adviser in any and all states of
the United States in which the Sub-Adviser is required to be
so registered and has obtained all necessary licenses and
approvals in order to perform the services provided in this
Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the
term of this Agreement.
(b) The Sub-Adviser represents that it has read and understands
the Prospectus and warrants that in investing the Fund's
assets it will use all reasonable efforts to
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adhere to the Fund's investment objectives, policies and
restrictions contained therein.
(c) The Sub-Adviser represents that it will provide the Fund with
any amendments to its Code of Ethics and any certifications
required by Rule 17j-1 under the 1940 Act.
(d) The Sub-Adviser represents that, as of the date of this
Agreement (which representation shall be confirmed
periodically thereafter), (1) neither it nor any of its
"affiliated persons" (as defined in the 0000 Xxx) are
affiliated persons of: (i) the Adviser; (ii) any other
sub-adviser to the Fund or the Corporation or any affiliated
person of that sub-adviser; (iii) any promoter, underwriter,
officer, board member, member of an advisory board, or
employee of the Fund or the Corporation; or (iv) the Fund
(other than by reason of serving as an investment adviser to
the Fund); and (2) to the best knowledge of the Sub-Adviser,
neither the Adviser nor any of its directors or officers
directly or indirectly owns any material interest in the
Sub-Adviser other than an interest through ownership of shares
of a pooled investment vehicle that is not controlled by such
person (or entity). The Sub-Adviser agrees to promptly notify
the Adviser if it or any of its affiliated persons becomes an
affiliated person of any of the persons set forth in (i) to
(iii).
(e) The Sub-Adviser represents and warrants that it will maintain
written policies and procedures that are reasonably designed
to prevent violation of Federal Securities Laws as defined in
Rule 38a-1 under the 1940 Act and that are otherwise in
compliance with Rule 206(4)-7 under the Advisers Act.
Sub-Adviser agrees to provide the Fund and the Adviser, from
time to time, with copies of such policies and procedures,
summaries thereof and certifications with respect thereto.
5. COMPLIANCE.
(a) The Sub-Adviser agrees that it shall promptly notify the
Adviser and the Corporation: (i) in the event that the SEC or
any other regulatory authority has censured its activities,
functions or operations; suspended or revoked its registration
as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, (ii) in
the event that there is a change in the Sub-Adviser, financial
or otherwise, that adversely affects its ability to perform
services under this Agreement or (iii) upon having a
reasonable basis for believing that, as a result of the
Sub-Adviser's investing the Fund's assets, the Fund's
investment portfolio has ceased to adhere to the Fund's
investment objectives, policies or restrictions as stated in
the Prospectus or is otherwise in violation of applicable law.
(b) The Adviser agrees that it shall promptly notify the
Sub-Adviser in the event that the SEC has censured the Adviser
or the Corporation; placed limitations upon any of their
activities, functions or operations; suspended or revoked the
Adviser's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in
any of these actions.
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(c) The Sub-Adviser shall immediately forward, upon receipt, to
the Adviser any correspondence from the SEC or other
regulatory authority that relates to the Fund.
(d) The Corporation and the Adviser shall be given access to any
and all records or other documents of the Sub-Adviser at
reasonable times solely for the purpose of monitoring
compliance with the terms of this Agreement and the rules and
regulations applicable to the Sub-Adviser relating to its
providing investment advisory services to the Fund, including
without limitation records relating to trading by employees of
the Sub-Adviser for their own accounts and on behalf of other
clients. The Sub-Adviser agrees to promptly cooperate with the
Corporation and the Adviser and their representatives in
connection with requests for such records or other documents.
6. COMPENSATION TO THE SUB-ADVISEr.
(a) For the services to be provided by the Sub-Adviser pursuant to
this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept, a sub-advisory fee at the rate
specified in Appendix A which is attached hereto and made part
of this Agreement. The fee will be calculated based on the
average daily net assets of the Fund and will be paid to the
Sub-Adviser monthly. Except as may otherwise be prohibited by
law or regulation (including any then current SEC staff
interpretation), the Sub-Adviser may, in its discretion and
from time to time, waive a portion of its fee.
(b) For purposes of this Section 6, the value of net assets of the
Fund shall be computed as required by the 1940 Act and in
accordance with any procedures approved by the Board of
Directors for the computation of the value of the net assets
of the Fund in connection with the determination of net asset
value of its shares.
7. EXPENSES. The Sub-Adviser shall bear all expenses (excluding brokerage
costs, custodian fees, auditors fees or other expenses of the Fund to
be borne by the Fund or the Corporation) in connection with the
performance of its services under this Agreement. The Fund will bear
certain other expenses to be incurred in its operation, including, but
not limited to, investment advisory fees, sub-advisory fees (other than
sub-advisory fees paid pursuant to this Agreement) and administration
fees; fees for necessary professional and brokerage services to the
Fund; costs relating to local administration of securities; fees for
any pricing service; the costs of the Fund's regulatory compliance; and
pro rata costs associated with maintaining the Corporation's legal
existence and shareholder relations. All other Fund operating expenses
not specifically assumed by the Sub-Adviser hereunder or by the Adviser
are borne by the Fund or the Corporation.
8. STANDARD OF CARE AND LIABILITY OF SUB-ADVISER. The Sub-Adviser will not
be liable for any loss sustained by reason of the adoption of any
investment policy or the purchase, sale, or retention of any security
on the recommendation of the Sub-Adviser, whether or not such
recommendation shall have been based upon its own investigation and
research
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or upon investigation and research made by any other individual, firm
or corporation, if such recommendation shall have been made and such
other individual, firm, or corporation shall have been selected with
due care and in good faith; but nothing herein contained will be
construed to protect the Sub-Adviser against any liability to the
Adviser, the Fund or its shareholders by reason of: (a) the
Sub-Adviser's causing the Fund to be in violation of any applicable
federal or state law, rule or regulation or any investment policy or
restriction set forth in the Fund's Prospectus or any written
guidelines, policies or instruction provided in writing by the
Corporation's Board of Directors or the Adviser or (b) the
Sub-Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or its reckless disregard of its
obligations and duties under this Agreement.
9, DISCLOSURE REGARDING THE SUB-ADVISER.
(a) The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Corporation's registration
statement, prospectus and supplements thereto and represents
and warrants that, with respect to such disclosure about the
Sub-Adviser or information related, directly or indirectly, to
the Sub-Adviser, such documents contain, as of the date
hereof, no untrue statement of any material fact and do not
omit any statement of a material fact which is required to be
stated therein or necessary to make the statements contained
therein not misleading.
(b) The Sub-Adviser agrees to notify the Adviser and the
Corporation promptly of: (i) any statement about the
Sub-Adviser contained in the Corporation's registration
statement, prospectus or supplements thereto that becomes
untrue in any material respect, (ii) any omission of a
material fact about the Sub-Adviser in such documents which is
required to be stated therein or necessary to make the
statements contained therein not misleading, or (iii) any
reorganization or change in the Sub-Adviser, including any
change in its ownership or key employees, including portfolio
managers.
10. INSURANCE. The Sub-Adviser shall maintain for the duration hereof, with
an insurer acceptable to the Adviser, a blanket bond and professional
liability or errors and omissions insurance in an amount or amounts
sufficient to meet its obligations to its clients, including the Fund.
11. DURATION AND TERMINATION.
(a) This Agreement shall become effective with respect to the Fund
on the first business day following the date it is approved in
the manner required by the 1940 Act and shall remain in full
force until terminated or not annually approved as hereinafter
provided. Notwithstanding the foregoing, this Agreement shall
continue in force from year to year only as long as such
continuance is specifically approved at least annually and in
the manner required by the 1940 Act, with the first annual
renewal to be coincident with the next renewal of the Advisory
Agreement.
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(b) This Agreement shall automatically terminate in the event of
its assignment or in the event of the termination of the
Advisory Agreement. In addition, the Adviser has the right to
terminate this Agreement upon immediate notice if the
Sub-Adviser becomes statutorily disqualified from performing
its duties under this Agreement or otherwise is legally
prohibited from operating as an investment adviser.
(c) If a party breaches this Agreement in any material respect
which is not cured within sixty (60) days of the other party
giving it written notice of such breach, the other party may
effect termination of this Agreement on written notice to the
defaulting party.
(d) This Agreement may be terminated at any time, without the
payment by the Fund of any penalty, by the Board of Directors
of the Fund, or by vote of a majority of the outstanding
voting securities of the Fund, or by the Adviser. The Fund may
effect termination of this Agreement by action of the Board of
Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund on sixty (60) days
written notice to the Adviser and the Sub-Adviser. The Adviser
may effect termination of this Agreement on sixty (60) days
written notice to the Sub-Adviser.
(e) The Sub-Adviser may terminate this Agreement upon ninety (90)
days written notice to the Adviser.
(f) As used in this Section 11, the terms "assignment" and "vote
of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act, subject to
such exceptions as may be granted by the SEC under the 1940
Act.
(g) Termination of this Agreement shall not affect the right of
the Sub-Adviser to receive payments on any unpaid balance of
the compensation described in Section 6 earned prior to such
termination.
12. CONFIDENTIALITY.
(a) Each party agrees that it shall hold in strict confidence all
data and information obtained from another party hereto
(unless such information is or becomes readily ascertainable
from public or published information or trade sources) and
shall ensure that its officers, employees and authorized
representatives do not disclose such information to others
without the prior written consent of the party from whom it
was obtained, unless such disclosure is required by the SEC,
other regulatory body with applicable jurisdiction, or the
Corporation's auditors, or in the opinion of its counsel,
applicable law, and then only with as much prior written
notice to the other party as is practicable under the
circumstances.
(b) The Adviser, on behalf of the Fund, has legitimate business
reasons to disclose to the Sub-Adviser certain non-public
portfolio holdings information of the Fund ("Holdings
Information") from time to time. The Sub-Adviser agrees that
it:
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(i) Will use the Holdings Information exclusively for
purposes of providing services pursuant to this
Agreement that may benefit the Fund;
(ii) Will not engage in any fraudulent, competitive or
improper behavior based on the Holdings Information
that may disadvantage the Fund, including disclosing,
trading or making investment recommendations based on
the Holdings Information to or for any party other
than the Fund as provided in this Agreement;
(iii) Will treat the Holdings Information as confidential
and will not disclose such information to any party
other than as required to perform the services under
this Agreement. This clause shall not apply to the
extent that: (1) the Holdings Information is publicly
known, (2) the Holdings Information is or becomes
legally known to the Sub-Adviser other than through
disclosure by the Fund, the Adviser, an affiliated
person of the Fund or the Adviser or by another party
bound by an obligation of confidentiality to the
Fund, or (3) the disclosure is required by law or
requested by any regulatory authority or required by
statute, rule, regulation, subpoena, regulatory
examination request or court order, provided,
however, that the Sub-Adviser will not make any such
disclosure without first notifying the Adviser and
the Fund and allowing the Adviser or the Fund a
reasonable opportunity to seek injunctive relief (or
a protective order) with respect to the obligation to
make such disclosure; and
(iv) Will notify the Adviser if the Sub-Adviser has any
knowledge of the Holdings Information having been
misused, including in violation of this Agreement.
13. USE OF NAMES.
(a) The Sub-Adviser acknowledges and agrees that the name Xxxxxxx
(whether used by itself or in combination with other words),
and abbreviations or logos associated with that name, are the
valuable property of the Adviser and its affiliates; that the
Corporation, the Adviser and their affiliates have the right
to use such name, abbreviations and logos; and that the
Sub-Adviser shall use the name Xxxxxxx, and associated
abbreviations and logos, only in connection with the
Sub-Adviser's performance of its duties hereunder. Further, in
any communication with the public and in any marketing
communications of any sort, the Sub-Adviser agrees to obtain
prior written approval from the Adviser before using or
referring to Xxxxxxx, or Xxxxxxx-Xxxxxx Mid Cap Value Fund or
any abbreviations or logos associated with those names;
provided that nothing herein shall be deemed to prohibit the
Sub-Adviser from referring to the performance of the Fund in
the Sub-Adviser's marketing material as long as such marketing
material does not constitute "sales literature" or
"advertising" for the Fund, as those terms are used in the
rules, regulations and guidelines of the SEC and the National
Association of Securities Dealers, Inc.
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(b) The Adviser acknowledges that "Dreman" is distinctive in
connection with investment advisory and related services
provided by the Sub-Adviser, the "Dreman" name is a property
right of the Sub-Adviser, and the "Dreman" name as used in the
name of the Fund is understood to be used by the Corporation
upon the conditions hereinafter set forth; provided that the
Corporation may use such name only so long as the Sub-Adviser
shall be retained as the investment sub-adviser of the Fund
pursuant to the terms of this Agreement.
(c) The Adviser acknowledges that the Corporation and its agents
may use the "Dreman" name in the name of the Fund for the
period set forth herein in a manner not inconsistent with the
interests of the Sub-Adviser and that the rights of the
Corporation and its agents in the "Dreman" name are limited to
their use as a component of the Fund's name and in connection
with accurately describing the activities of the Fund,
including use with marketing and other promotional and
informational material relating to the Fund. In the event that
the Sub-Adviser shall cease to be the investment sub-adviser
of the Fund, then the Corporation at its own or the Adviser's
expense, upon the Sub-Adviser's written request: (i) shall
cease to use the Sub-Adviser's name as part of the name of the
Fund or for any other commercial purpose (other than referring
to the Fund's former name in the Corporation's Registration
Statement, proxy materials and other Corporation documents to
the extent required by law, referring to the Fund's
performance record for the period for which the Sub-Adviser
subadvised the Adviser in respect of the Fund and, for a
reasonable period using the name in informing others of the
name change); and (ii) shall use its best efforts to cause the
Corporation's officers and directors to take any and all
actions which may be necessary or desirable to effect the
foregoing and to reconvey to the Sub-Adviser all rights which
the Corporation may have to such name. The Adviser agrees to
take any and all reasonable actions as may be necessary or
desirable to effect the foregoing and the Sub-Adviser agrees
to allow the Corporation and its agents a reasonable time to
effectuate the foregoing.
(d) The Sub-Adviser hereby agrees and consents to the use of the
Sub-Adviser's name upon the foregoing terms and conditions.
14. INDEMNIFICATIONS.
(a) The Sub-Adviser agrees to indemnify and hold harmless the
Adviser and the Corporation against any losses, expenses,
claims, damages or liabilities (or actions or proceedings in
respect thereof) to which the Adviser or the Corporation may
become subject arising out of or based on the breach by the
Sub-Adviser of any provisions of this Agreement or any
wrongful action by the Sub-Adviser; provided, however, that
the Sub-Adviser shall not be liable under this Section 14(a)
in respect of any loss, expense, claim, damage or liability to
the extent that a court having jurisdiction shall have
determined by a final judgment, or independent counsel agreed
upon by the Sub-Adviser and the Adviser or the Corporation, as
the case may be, shall have concluded in a written opinion,
that such loss, expense, claim, damage or liability resulted
primarily from the
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Adviser's or the Corporation's willful misfeasance, bad faith
or gross negligence or by reason of the reckless disregard by
the Adviser or the Corporation of its duties. The foregoing
indemnification shall be in addition to any rights that the
Adviser or the Corporation may have at common law or
otherwise. The Sub-Adviser's agreements in this Section 14(a)
shall, upon the same terms and conditions, extend to and inure
to the benefit of each person who may be deemed to control the
Adviser or the Corporation, be controlled by the Adviser or
the Corporation, or be under common control with the Adviser
or the Corporation and their affiliates, directors, officers,
employees and agents. The Sub-Adviser's agreement in this
Section 14(a) shall also extend to any of the Corporation's,
Fund's, and Adviser's successors or the successors of the
aforementioned affiliates, directors, officers, employees or
agents.
(b) The Adviser agrees to indemnify and hold harmless the
Sub-Adviser against any losses, expenses, claims, damages or
liabilities (or actions or proceedings in respect thereof) to
which the Sub-Adviser may become subject arising out of or
based on the breach by the Adviser of any provisions of this
Agreement or the Advisory Agreement, or any wrongful action by
the Adviser or its affiliates in the distribution of the
Corporation's shares, or any wrongful action by the
Corporation other than wrongful action that was caused by the
breach by the Sub-Adviser of the provisions of this Agreement;
provided, however, that the Adviser shall not be liable under
this Section 14(b) in respect of any loss, expense, claim,
damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or
independent counsel agreed upon by the Adviser and the
Sub-Adviser shall have concluded in a written opinion, that
such loss, expense, claim, damage or liability resulted
primarily from the Sub-Adviser's willful misfeasance, bad
faith or gross negligence or by reason of the reckless
disregard by the Sub-Adviser of its duties. The foregoing
indemnification shall be in addition to any rights that the
Sub-Adviser may have at common law or otherwise. The Adviser's
agreements in this Section 14(b) shall, upon the same terms
and conditions, extend to and inure to the benefit of each
person who may be deemed to control the Sub-Adviser, be
controlled by the Sub-Adviser or be under common control with
the Sub-Adviser and to each of the Sub-Adviser's and each such
person's respective affiliates, directors, officers, employees
and agents. The Adviser's agreements in this Section 14(b)
shall also extend to any of the Sub-Adviser's successors or
the successors of the aforementioned affiliates, directors,
officers, employees or agents.
(c) Promptly after receipt by a party indemnified under Section
14(a) or 14(b) of notice of the commencement of any action,
proceeding, or investigation for which indemnification will be
sought, such indemnified party shall promptly notify the
indemnifying party in writing; but the omission so to notify
the indemnifying party shall not relieve it from any liability
which it may otherwise have to any indemnified party unless
such omission results in actual material prejudice to the
indemnifying party. In case any action or proceeding shall be
brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in
12
and, individually or jointly with any other indemnifying
party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to
assume the defense of any action or proceeding, the
indemnifying party shall not be liable to the indemnified
party for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof
other than reasonable costs of investigation. If the
indemnifying party does not elect to assume the defense of any
action or proceeding, the indemnifying party on a monthly
basis shall reimburse the indemnified party for the reasonable
legal fees and other costs of defense thereof. Regardless of
whether or not the indemnifying party shall have assumed the
defense of any action or proceeding, the indemnified party
shall not settle or compromise the action or proceeding
without the prior written consent of the indemnifying party,
which shall not be unreasonably withheld.
15. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of New York, without regard to conflict of law principles;
provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
16. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.
17. NOTICE. Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser:
Mr. A. Xxxxxx Xxxxx, Esq.
Managing Director
Global Head Asset Management Legal
Deutsche Investment Management Americas Inc.
Floor 27
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
and with a copy (which shall not constitute notice) to:
13
Xx. Xxxxxxx X. Xxxxxxxx
Managing Director
Head of Product Development & Implementation
Deutsche Investment Management Americas Inc.
Floor 27
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
To the Sub-Adviser at:
Xx. Xxxxx Xxxxx
Managing Director and Chief Operating Officer
Dreman Value Management L.L.C.
c/o Contrarian Services Corp
Xxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx Xxxx, XX 00000
18. MISCELLANEOUS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
A copy of the Articles of Incorporation is on file with the Secretary
of the state of Maryland, and notice is hereby given that the
obligations of this instrument are not binding upon any of the
Directors, officers or shareholders of the Fund or the Corporation.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
DEUTSCHE INVESTMENT DREMAN VALUE MANAGEMENT, L.L.C.
MANAGEMENT AMERICAS, INC.
By: By:
------------------------------ -------------------------------
Name: Name:
---------------------------- -----------------------------
Title: Title:
--------------------------- ----------------------------
15
APPENDIX A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC.
AND
DREMAN VALUE MANAGEMENT, L.L.C.
Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
0.375% For the first $500 million
0.340% Thereafter
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