EXECUTION VERSION
RESEARCH, ADVISORY AND
INVESTMENT MANAGEMENT AGREEMENT
Deutsche Asset Management, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
April 28, 0000
XXXXX Xxxxxxx L.L.C.
000 X. Xxxxxxxx Xxx
00xx Xxxxx
Xxxxxxx, XX 00000
We have entered into a Subadvisory Agreement (the "Subadvisory Agreement")
dated as of October 17, 2005, as amended from time to time, with Xxxx Xxxxxxx
Investment Management Services, LLC (the "Adviser"), a Delaware limited
liability company, on behalf of the Real Estate Securities Fund and the Global
Real Estate Fund (each a "Fund" and collectively the "Funds") each of which his
a series of Xxxx Xxxxxxx Funds II ("JHF"), pursuant to which we act as
subadviser to the Funds. A copy of the Subadvisory Agreement has been previously
furnished to you. In furtherance of such duties to the Funds, and with the
approval of the Funds, we wish to avail ourselves of your investment advisory
and investment management services. Accordingly, with the acceptance of the
Funds, we hereby agree with you as follows for the duration of this Agreement:
1. You agree to furnish to us such information, investment recommendations,
advice and assistance as we shall from time to time reasonably request. In
carrying out your investment advisory duties hereunder, you will comply with the
objectives, guidelines and restrictions as may be agreed upon by you and us in
writing from time to time, and also with the investment restrictions outlined in
the JHF's registration statement filed with the U.S. Securities and Exchange
Commission, as the same may be amended from time to time. You shall submit to
all regulatory and administrative bodies having jurisdiction over the services
provided pursuant to this Agreement any information, reports or other material
which any such body by reason of this Agreement may request or require pursuant
to applicable laws and regulations.
2. Pursuant to Section 3 and as detailed on Appendix A of the Subadvisory
Agreement, we receive a monthly fee as compensation for the services we provide
to the Adviser related to the Funds. As permitted by Section 2(i) of the
Subadvisory Agreement, we are hereby delegating to you all of the day-to-day
management obligations related to the Funds. In conjunction with your
performance of such obligations, we agree to pay you (in United States dollars)
a monthly fee equal to one hundred percent (100%) of the fees we receive from
the Adviser related to each of the Funds. We agree to make such payments to you
by wire transfer or check, at your option. We further agree to make each such
monthly payment within the ten (10) days next following the day of our receipt
of our monthly fee related to the Funds.
We agree to work with you, in order to make our relationship as productive
as possible for the benefit of the Funds, to further the development of your
ability to provide the services contemplated by Section 1. To this end we agree
to work with you to assist you in developing your research techniques,
procedures and analysis. We may from time to time furnish you with informal
memoranda reflecting our understanding of our working procedures with you, which
will be agreed to by each of us and may be revised as you work with us pursuant
to this Agreement. We agree not to furnish, without your consent, to any person
other than our personnel and directors and representatives of the Funds any
tangible research material that is prepared by you, that is not publicly
available, and that has been stamped or otherwise clearly indicated by you as
being confidential.
You agree to treat the Fund's portfolio holdings as confidential
information in accordance with the Fund's "Policy Regarding Disclosure of
Portfolio Holdings," as such policy may be amended from time to time, and to
prohibit your employees from trading on any such confidential information. We
agree that upon DAMI's notification to us of any amendments to the Fund's
"Policy Regarding Disclosure of Portfolio Holdings," we will notify you of the
same.
3. You shall be entitled to sub-delegate, where necessary, the performance
of any or all of the services hereunder to any member of a company controlled by
Deutsche Bank AG ("Group Companies"), provided that if such delegation would
violate the anti-assignment provisions of the Investment Advisers Act, then it
shall not be permitted without the approval of the Board of Trustees ("Board")
of JHF.
4. You agree that you will not make a short sale of any capital stock of
the Funds, or purchase any share of the capital stock of the Funds otherwise
than for investment.
5. Your services to us are not to be deemed exclusive and you are free to
render similar services to others, except as otherwise provided in Section 1
hereof.
6. Nothing herein shall be construed as constituting you an agent of us or
of the Funds.
7. You represent and warrant that you are registered as an investment
advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this Agreement.
8. Neither you nor any affiliate of yours shall receive any compensation in
connection with the placement or execution of any transaction for the purchase
or sale of securities or for the investment of funds on behalf of the Funds,
except that you or your affiliates may receive a commission, fee or other
remuneration for acting as broker in connection with the sale of securities to
or by the Funds, if permitted under the U.S. Investment Company Act of 1940, as
amended, and all other applicable laws and regulations.
9. You agree that you will not consult with any other subadviser engaged by
Adviser with respect to transactions in securities or other assets concerning
the Funds or another fund advised by Adviser, except to the extent such
consultation is made with respect to the Fund(s) with another affiliated adviser
in the Group Companies, or to the extent permitted under the U.S. Investment
Company Act of 1940, as amended.
10. We agree that you may rely on information reasonably believed by you to
be accurate and reliable. We further agree that neither you nor your officers,
directors, employees or agents shall be subject to any liability for any act or
omission in the course of, connected with or arising out of any services to be
rendered hereunder except by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties or by reason of reckless disregard
of your obligations and duties under this Agreement. We acknowledge and agree
that we are responsible for all of your acts and omissions in performing the
services under this Agreement.
11. This Agreement shall remain in effect until April 28, 2008, and shall
continue in effect thereafter, but only so long as such continuance is
specifically approved with respect to either Fund at least annually by the
affirmative vote of (i) a majority of the members of JHF's Board who are not
interested persons of JHF, you or us, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of JHF's Board or the
holders of a majority of the outstanding voting securities of the respective
Fund. This Agreement may nevertheless be terminated at any time with respect to
either Fund, without penalty, by JHF's Board or by vote of holders of a majority
of the outstanding voting securities of the respective Fund, upon 60 days'
written notice delivered or sent by registered mail, postage prepaid, to you, at
your address given in Paragraph 13 hereof or at any other address of which you
shall have notified us in writing, or by you upon 60 days' written notice to us
and to the Fund, and shall automatically be terminated in the event of its
assignment or of the termination (due to assignment or otherwise) of the
Subadvisory Agreement, provided that an assignment to a corporate successor to
all or substantially all of your business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control or
management of your business shall not be deemed to be an assignment for purposes
of this Agreement. Any such notice shall be deemed given when received by the
addressee.
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12. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto. It may be amended by mutual
agreement, but only after authorization of such amendment is specifically
approved by the affirmative vote of (i) the holders of a majority of the
outstanding voting securities of JHF (to the extent required by applicable law);
and (ii) a majority of the members of JHF's Board of Trustees who are not
interested persons of JHF, you or us, cast in person at a meeting called for the
purpose of voting on such approval. Any required shareholder approval shall be
effective with respect to the Fund if a majority of the outstanding voting
securities of the Fund vote to approved the amendment, notwithstanding that the
amendment may not have been approved by a majority of the outstanding voting
securities of (a) any other fund affected by the amendment or (b) all of the
portfolios of the JHF.
13. Any notice hereunder shall be in writing and shall be delivered in
person or by facsimile (followed by mailing such notice, air mail postage paid,
the day on which such facsimile is sent).
Addressed
If to Deutsche Asset Management, Inc., to:
Deutsche Asset Management, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxx
Managing Director
(Facsimile No. 212-454-0744)
If to RREEF America L.L.C., to:
RREEF America L.L.C.
Floor 26
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xx 00000
Attention: Xxxxxxx Xxxxxxxxx
Managing Director, Chief Operating Officer
(Facsimile No. 415.392.4648)
With a copy to:
RREEF America L.L.C.
000 X. Xxxxxxxx Xxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Managing Director
(Facsimile No. 312.266.9346)
or to such other address as to which the recipient shall have informed the other
party.
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Notice given as provided above shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and if by facsimile and mail,
the date on which such facsimile and confirmatory letter are sent.
14. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the U.S. Investment Company Act of 1940, as amended. As
used herein the terms "interested person", "assignment," and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
U.S. Investment Company Act of 1940, as amended.
15. The Agreement and Declaration of Trust, a copy of which, together with
all amendments thereto (the "Declaration") is on file in the Office of the
Secretary of State of The Commonwealth of Massachusetts provides that the name
"Xxxx Xxxxxxx Funds II" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of JHF shall be held to any personal
liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim, in connection with the affairs of JHF
or any portfolio thereof, but only the assets belonging to JHF, or to the
particular portfolio with respect to which such obligation or claim arose, shall
be liable.
16. Upon execution of this Agreement, you shall provide the Adviser with
your written policies and procedures, or summaries thereof ("Compliance
Policies"), as required by Rule 206(4)-7 under the Investment Advisers Act.
Throughout the term of this Agreement, you shall submit to the Adviser: (i) no
less frequently than annually any material changes (or summaries thereof) to the
Compliance Polices, (ii) no less frequently than the next regular report to the
Adviser, notification of any litigation or investigation that, in your
reasonable determination, would have a material impact on your ability to
perform your obligations under this Agreement, and (iii) no less frequently than
the next regular report to the Adviser, notification of any material compliance
matter that, in your reasonable determination, relates to the services provided
by you to the Fund, including but not limited to any material violation of the
Compliance Polices, the commencement or results of any regulatory examination
conducted, or periodic testing of the Compliance Polices, provided that any such
notification and/or disclosure required herein is not prohibited by applicable
law. Throughout the term of this Agreement, you shall provide the Adviser with
any certifications, information and access to personnel and resources (including
those resources that will permit testing of the Compliance Policies by the
Adviser) that the Adviser may reasonably request to enable JHF to comply with
Rule 38a-1 under the Investment Company Act, provided, however, that the
provision of such certifications, information and access is not prohibited by
applicable law. You may deliver to us all reports, summaries, notifications,
certifications, and other information you are required by this paragraph to
deliver to the Adviser, and we will then coordinate and deliver the same to the
Adviser on your behalf.
[Remainder left intentionally blank]
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If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart hereof and return the same to us.
Very truly yours,
DEUTSCHE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: COO XxXX America
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Director
The foregoing agreement is hereby accepted as of the date first above written.
RREEF AMERICA L.L.C.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Accepted:
GLOBAL REAL ESTATE FUND
By: /s/ Xxxx X. Xxxxxx
REAL ESTATE SECURITIES FUND
By: /s/ Xxxx X. Xxxxxx
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