Exhibit (d)(65)
INVESTMENT SUB-ADVISORY AGREEMENT
Xxxxxxx Xxxxxxx Aggressive Growth Portfolio
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AGREEMENT made this 1st day of December, 2005, between Deutsche
Investment Management Americas Inc. (the "Advisor") and Salomon Brothers Asset
Management Inc (the "Sub-Advisor").
WHEREAS, Xxxxxxx Variable Series II, a Massachusetts business trust
(the "Trust"), is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Advisor has entered into an Investment Management
Agreement dated October 21, 2005 (the "Advisory Agreement") with the Trust,
pursuant to which the Advisor will act as investment adviser to the Xxxxxxx
Xxxxxxx Aggressive Growth Portfolio (the "Portfolio"), which is a series of the
Trust, and will provide certain management services with respect to the
Portfolio; and
WHEREAS, the Advisor, with the approval of the Trust's Board of
Trustees, including a majority of the Trustees who are not "interested persons,"
as defined in the 1940 Act, desires to retain the Sub-Advisor to provide
investment advisory services in connection with the management of the Portfolio,
and the Sub-Advisor is willing to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Advisor. Subject to supervision and oversight by
the Advisor and the Trust's Board of Trustees, the Sub-Advisor shall manage all
of the securities and other assets of the Portfolio entrusted to it hereunder
(the "Assets"), including the purchase, retention and disposition of the Assets,
in accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio'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-Advisor shall act in conformity with the Trust's constituent
documents and the Prospectus and with the instructions and directions of the
Advisor and of the Board of Trustees of the Trust 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-Advisor shall determine the Assets to be purchased or
sold by the Portfolio 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 Trust's registration statement and the Portfolio's Prospectus or as the
Board of Trustees or the Advisor may direct from time to time, in conformity
with federal securities laws. In executing portfolio transactions and selecting
brokers or dealers, the Sub-Advisor will use its best efforts to seek on behalf
of the Portfolio best execution. In evaluating best execution for any
transaction, the Sub-Advisor 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
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transaction, subject to any instructions and directions of the Advisor or the
Board of Trustees, the Sub-Advisor 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-Advisor is acting in accordance with any
such instructions and directions of the Advisor or the Board of Trustees, the
Sub-Advisor 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 Portfolio 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-Advisor 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-Advisor to
the Portfolio. In no instance, however, will the Portfolio's Assets be purchased
from or sold to the Advisor, the Sub-Advisor, any other sub-advisor of the Trust
or other registered investment companies (or series or portions thereof) that
may be deemed to be under common control, the Trust's principal underwriter, or
any affiliated person of either the Trust, the Advisor, the Sub-Advisor or any
other sub-advisor of the Trust or other registered investment companies (or
series or portions thereof) that may be deemed to be under common control, or
the Trust'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 Advisor and the Board of Trustees. The
Advisor or its affiliates may, from time to time, engage other sub-advisors to
advise series of the Trust (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-Advisor agrees that it will not
consult with any other sub-advisor engaged by the Advisor or it affiliates with
respect to transactions in securities or other assets concerning the Portfolio
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-advisor or its affiliates.
On occasions when the Sub-Advisor deems the purchase or sale of a
security to be in the best interests of the Portfolio as well as other clients
of the Sub-Advisor, the Sub-Advisor, 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-Advisor in the manner the
Sub-Advisor considers to be the most equitable and consistent with its fiduciary
obligations to the Portfolio and to such other clients.
The Sub-Advisor may buy securities for the Portfolio at the same time
it is selling such securities for another client account and may sell securities
for the Portfolio 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 Trust as may be in effect from
time to time, the Sub-Advisor may effectuate cross transactions between the
Portfolio and such other account if it deems this to be advantageous to both of
the accounts involved.
Notwithstanding the foregoing, the Sub-Advisor agrees that the Advisor
shall have the right by written notice to identify securities that may not be
purchased on behalf of the Portfolio and/or broker-dealers through or with which
portfolio transactions on behalf of the Portfolio may not be effected. The
Sub-Advisor shall refrain from purchasing such securities for the Portfolio or
directing any portfolio transaction to any such broker-dealer on behalf of the
Portfolio, unless and until the written approval of the Advisor or the Board of
Trustees, as the case may be, is so obtained.
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(c) The Sub-Advisor 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-Advisor shall provide to the Advisor or the Board of Trustees such periodic
and special reports, balance sheets or financial information, and such other
information with regard to its affairs as the Advisor or Board of Trustees may
reasonably request.
The Sub-Advisor shall keep the books and records relating to the Assets
required to be maintained by the Sub-Advisor under this Agreement and shall
timely furnish to the Advisor all information relating to the Sub-Advisor's
services under this Agreement needed by the Advisor to keep the other books and
records of the Portfolio required by Rule 31a-1 under the 1940 Act. The
Sub-Advisor shall also furnish to the Advisor any other information relating to
the Assets that is required to be filed by the Advisor or the Trust with the SEC
or sent to shareholders under the 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Advisor or the Trust
obtains from the SEC. The Sub-Advisor agrees that all records that it maintains
on behalf of the Portfolio are the property of the Portfolio and the Sub-Advisor
will surrender promptly to the Portfolio any of such records upon the
Portfolio's request; provided, however, that the Sub-Advisor may retain a copy
of such records. The Sub-Advisor agrees to permit the Advisor, the Trust's
officers and its independent public accountants to inspect and audit such
records pertaining to the Portfolio at reasonable times during regular business
hours upon due notice. In addition, for the duration of this Agreement, the
Sub-Advisor shall preserve for the periods prescribed by Rule 31a-2 under the
1940 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-advisor
upon the termination of this Agreement (or, if there is no successor
sub-advisor, to the Advisor).
(d) The Sub-Advisor will also make its officers and employees
available to meet with the officers of the Advisor and the Trust's officers and
Trustees on due notice to review the investments and investment program of the
Portfolio in the light of current and prospective economic and market
conditions. In addition, the Sub-Advisor shall, on the Sub-Advisor's own
initiative, and as reasonably requested by the Advisor, for itself and on behalf
of the Trust, furnish to the Advisor from time to time whatever information the
Advisor reasonably believes appropriate for this purpose. From time to time as
the Board of Trustees of the Trust or the Advisor may reasonably request, the
Sub-Advisor will furnish to the Advisor and Trust's officers and to each of its
Trustees, at the Sub-Advisor's expense, reports on portfolio transactions and
reports on issuers of securities held by the Portfolio, all in such detail as
the Trust or the Advisor may reasonably request. In addition, the Sub-Advisor
shall provide advice and assistance to the Advisor as to the determination of
the value of securities held or to be acquired by the Portfolio for valuation
purposes in accordance with the process described in the Portfolio's Prospectus.
(e) The Sub-Advisor shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio'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-Advisor shall also provide the Advisor with such information
upon request of the Advisor.
(f) The investment management services provided by the Sub-Advisor
under this Agreement are not to be deemed exclusive and the Sub-Advisor shall be
free to render similar
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services to others, as long as such services do not impair the services rendered
to the Advisor or the Trust.
In the performance of its duties hereunder, the Sub-Advisor is and
shall be an independent contractor and, except as expressly provided for herein
or otherwise expressly provided or authorized in writing by the Advisor, shall
have no authority to act for or represent the Portfolio or the Trust in any way
or otherwise be deemed to be an agent of the Portfolio, the Trust or the
Advisor. If any occasion should arise in which the Sub-Advisor gives any advice
to its clients concerning the shares of the Portfolio, the Sub-Advisor will act
solely as investment counsel for such clients and not in any way on behalf of
the Portfolio.
(g) The Sub-Advisor shall promptly notify the Advisor of any
financial condition that is likely to impair the Sub-Advisor's ability to
fulfill its commitment under this Agreement.
(h) The Advisor, subject to concurrence and delegation by the Trust's
Board of Trustees, may determine from time to time whether it or the Sub-Advisor
will be responsible for voting proxies received with respect to securities held
by the Portfolio.
(i) Services to be furnished by the Sub-Advisor under this Agreement
may be furnished through the medium of any of the Sub-Advisor's officers or
employees, but the Sub-Advisor has a duty to notify the Trust and the Advisor
promptly of any proposed change in portfolio manager(s) responsible for the
services described in this Section 1.
2. Duties of the Advisor. The Advisor shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall supervise and oversee the Sub-Advisor'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-Advisor of responsibility for compliance with the Trust's constituent
documents, the Prospectus, the instructions and directions of the Board of
Trustees of the Trust, 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 Advisor has furnished the Sub-Advisor
with copies properly certified or authenticated of each of the following
documents:
(i) The Trust's Agreement and Declaration of Trust, as in effect
on the date of this Agreement and as amended from time to time (herein called
the "Trust Agreement");
(ii) By-Laws of the Trust; and
(iii) Prospectus of the Portfolio.
(iv) The Sub-Advisor has furnished the Advisor with copies
properly certified or authenticated of each of the following documents:
(v) The Sub-Advisor's most recent audited financial statements;
(vi) An organizational chart showing public companies and
registered broker-dealers affiliated with the Sub-Advisor;
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(vii) The Sub-Advisor's Form ADV; and
(viii) The Sub-Advisor's Code of Ethics adopted pursuant to Rule
17j-1 under the 1940 Act.
4. Certain Representations and Warranties of the Sub-Advisor.
(a) The Sub-Advisor represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940, as
amended, is a duly registered investment adviser in any and all states of the
United States in which the Sub-Advisor 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-Advisor covenants to maintain all necessary
registrations, licenses and approvals in effect during the term of this
Agreement.
(b) The Sub-Advisor represents that it has read and understands the
Prospectus and warrants that in investing the Portfolio's assets it will use all
reasonable efforts to adhere to the Portfolio's investment objectives, policies
and restrictions contained therein.
(c) The Sub-Advisor represents that it will provide the Portfolio
with any amendments to its Code of Ethics and any certifications required by
Rule 17j-1 under the 1940 Act.
(d) The Sub-Advisor 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 Advisor; (ii) any other sub-advisor to the
Portfolio or the Trust or any affiliated person of that sub-advisor; (iii) any
promoter, underwriter, officer, board member, member of an advisory board, or
employee of the Portfolio or the Trust; or (iv) the Portfolio (other than by
reason of serving as an investment adviser to the Portfolio); and (2) to the
best knowledge of the Sub-Advisor, neither the Advisor nor any of its directors
or officers directly or indirectly owns any material interest in the Sub-Advisor
other than an interest through ownership of shares of a pooled investment
vehicle that is not controlled by such person (or entity). The Sub-Advisor
agrees to promptly notify the Advisor if it or any of its affiliated persons
becomes an affiliated person of any of the persons set forth in (i) to (iii).
5. Compliance. (a) The Sub-Advisor agrees that it shall promptly notify
the Advisor and the Trust: (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-Advisor, 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-Advisor's investing the Portfolio's assets, the Portfolio's investment
portfolio has ceased to adhere to the Portfolio's investment objectives,
policies or restrictions as stated in the Prospectus or is otherwise in
violation of applicable law.
(b) The Advisor agrees that it shall promptly notify the Sub-Advisor
in the event that the SEC has censured the Advisor or the Trust; placed
limitations upon any of their activities, functions or operations; suspended or
revoked the Advisor'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 Trust and the Advisor shall be given access to any and all
records or other documents of the Sub-Advisor 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-Advisor relating to its providing
investment advisory services to the Portfolio, including without limitation
records relating to trading by employees of the Sub-Advisor for their own
accounts and on behalf of other clients. The Sub-Advisor agrees to promptly
cooperate with the Trust and the Advisor and their representatives in connection
with requests for such records or other documents.
6. Compensation to the Sub-Advisor. (a) For the services to be provided
by the Sub-Advisor pursuant to this Agreement, the Advisor will pay the
Sub-Advisor, and the Sub-Advisor agrees to accept as full compensation therefor,
a sub-advisory fee at the rate specified in Schedule 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 Portfolio and will be paid to the Sub-Advisor monthly.
Except as may otherwise be prohibited by law or regulation (including any then
current SEC staff interpretation), the Sub-Advisor 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
Portfolio shall be computed as required by the 1940 Act and in accordance with
any procedures approved by the Board of Trustees for the computation of the
value of the net assets of the Portfolio in connection with the determination of
net asset value of its shares.
7. Expenses. The Sub-Advisor shall bear all expenses (excluding
brokerage costs, custodian fees, auditors fees or other expenses of the
Portfolio to be borne by the Portfolio or the Trust) in connection with the
performance of its services under this Agreement. The Portfolio 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; costs relating to local
administration of securities; fees for any pricing service; the costs of
regulatory compliance; and pro rata costs associated with maintaining the
Trust's legal existence and shareholder relations. All other Portfolio operating
expenses not specifically assumed by the Sub-Advisor hereunder or by the Advisor
are borne by the Portfolio or the Trust.
8. Standard of Care and Liability of Sub-Advisor. The Sub-Advisor 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-Advisor, whether or not such recommendation shall have been based
upon its own investigation and research 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-Advisor against any liability to the Advisor, the
Portfolio or its shareholders by reason of: (a) the Sub-Advisor's causing the
Portfolio to be in violation of any applicable federal or state law, rule or
regulation or any investment policy or restriction set forth in the Portfolio's
Prospectus or any written guidelines, policies or instruction provided in
writing by the Trust's Board of Trustees or the Advisor, (b) the Sub-Advisor's
causing the Portfolio to fail to satisfy the requirements of Subchapter M and/or
Section 817(h) of the Code, or (c) the Sub-Advisor's willful misfeasance, bad
faith or gross negligence generally in the performance of its duties hereunder
or its reckless disregard of its obligations and duties under this Agreement.
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9. Disclosure Regarding the Sub-Advisor.
(a) The Sub-Advisor has reviewed the disclosure about the Sub-Advisor
contained in the Trust's registration statement and represents and warrants
that, with respect to such disclosure about the Sub-Advisor or information
related, directly or indirectly, to the Sub-Advisor, such registration statement
contains, as of the date hereof, no untrue statement of any material fact and
does 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-Advisor agrees to notify the Advisor and the Trust
promptly of: (i) any statement about the Sub-Advisor contained in the Trust's
registration statement that becomes untrue in any material respect, (ii) any
omission of a material fact about the Sub-Advisor in the Trust's registration
statement 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-Advisor, including any change in its ownership or key
employees, including portfolio managers.
10. Insurance. The Sub-Advisor shall maintain for the duration hereof,
with an insurer acceptable to the Advisor, 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 Portfolio.
11. Duration and Termination. This Agreement shall become effective
upon its approval by the Trust's Board of Trustees and by the vote of a majority
of the outstanding voting securities of the Portfolio.
This Agreement shall continue in effect until September 30, 2006, and
from year to year thereafter, but only so long as such continuance is
specifically approved at least annually in conformance with the 1940 Act;
provided, however, that this Agreement may be terminated with respect to the
Portfolio (a) by the Portfolio at any time, without the payment of any penalty,
by the vote of a majority of Trustees of the Trust or by the vote of a majority
of the outstanding voting securities of the Portfolio, (b) by the Advisor at any
time, without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the Sub-Advisor, or (c) by the Sub-Advisor at
any time, without the payment of any penalty, on 90 days' written notice to the
Advisor. This Agreement shall terminate automatically and immediately in the
event of its assignment, or in the event of a termination of the Advisory
Agreement. 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 and the rules and regulations thereunder,
subject to such exceptions as may be granted by the SEC under the 1940 Act.
12. Use of Name; Confidentiality. (a) The Sub-Advisor shall not use the
name of the Advisor, the Trust or the Portfolio in any advertisement, sales
literature or other communication to the public except in accordance with such
policies and procedures as shall be mutually agreed to in writing by the
Sub-Advisor and the Advisor. Similarly, the Advisor agrees that it shall not use
the name of the Sub-Advisor in any advertisement, sales literature or other
communication to the public except in accordance with such polices and
procedures as shall be mutually agreed to in writing by the Advisor and the
Sub-Advisor.
(b) 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
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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 Trust'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.
(c) The Advisor, on behalf of the Portfolio, has legitimate business
reasons to disclose to the Sub-Advisor certain non-public portfolio holdings
information of the Portfolio ("Holdings Information") from time to time. The
Sub-Advisor agrees that it:
(i) Will use the Holdings Information exclusively for purposes of
providing services pursuant to this Agreement that may benefit the
Portfolio;
(ii) Will not engage in any fraudulent, competitive or improper
behavior based on the Holdings Information that may disadvantage the
Portfolio, including disclosing, trading or making investment
recommendations based on the Holdings Information to or for any party
other than the Portfolio 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-Advisor other than through disclosure by the Portfolio, the
Advisor, an affiliated person of the Portfolio or the Advisor or by
another party bound by an obligation of confidentiality to the
Portfolio, 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-Advisor will not make any such disclosure without
first notifying the Advisor and the Portfolio and allowing the Advisor
or the Portfolio a reasonable opportunity to seek injunctive relief
(or a protective order) with respect to the obligation to make such
disclosure;
(iv) Will maintain policies and procedures in compliance with
Rule 206(4)-7 under the Investment Advisors Act of 1940; and
(v) Will notify the Advisor if the Sub-Advisor has any knowledge
of the Holdings Information having been misused, including in violation
of this Agreement.
13. 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.
14. 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.
15. 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:
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To the Advisor at: Deutsche Investment Management Americas Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
To the Sub-Advisor at: Salomon Brothers Asset Management Inc
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
16. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to this Agreement's subject matter. 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 Trust Agreement is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that the obligations
of this instrument are not binding upon any of the Trustees, officers or
shareholders of the Portfolio or the Trust.
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.
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 SALOMON BROTHERS
MANAGEMENT AMERICAS INC. ASSET MANAGEMENT INC
By: /s/A. Xxxxxx Xxxxx By: /s/Xxxx Savber
----------------------------- -----------------------------
Name: A. Xxxxxx Xxxxx Name: Xxxx Savber
---------------------------
Title: Secretary Title: Managing Director
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