Exhibit 5(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
The Deutsche Portfolios
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made this 28th day of July, 1997, between the Deutsche
Portfolios, a trust organized under New York law (the "Trust"), and Deutsche
Fund Management, Inc., a Delaware corporation (the "Investment Manager"),
registered as an investment adviser under the Investment Adviser Act of 1940
(the "Advisers Act").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
consists initially of the ten sub-trusts listed on Schedule A to this Agreement
(each such sub-trust, together with each other sub-trust of the Trust hereafter
established by the Trustees of the Trust and made subject to this Agreement in
accordance with Section 13 hereof, individually a "Portfolio" and, collectively,
the "Portfolios"); and
WHEREAS, the Board of Trustees of the Trust desires to retain the
Investment Manager to render various investment management services to each
Portfolio, and the Investment Manager is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. The Trust hereby appoints the Investment Manager to act as investment
manager to each of the Portfolios for the period and the terms set forth in this
Agreement, with the understanding that it may appoint an adviser to perform
certain services relating to the management of the investment operations of the
Portfolios as set forth in Section 4. The Investment Manager accepts such
appointment and agrees to render or provide the services herein set forth, for
the compensation herein provided.
2. The activities of the Investment Manager or any adviser appointed
hereunder shall at all times be subject to the supervision of the Trustees of
the Trust.
3. The Investment Manager shall manage, or appoint an adviser to manage,
the investment operations of the Portfolios and the composition of each
Portfolio's holdings of securities and investments, including cash, the
purchase, retention and disposition thereof and agreements relating thereto, in
accordance with such Portfolio's investment objectives and policies as stated in
the Registration Statement (as defined in paragraph 6(d) of this Agreement). The
Investment Manager, or in case it appoints an adviser, such adviser, shall
perform such services (the person performing such services being referred to
herein as the "Adviser") subject to the following understandings:
(a) The Adviser in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Declaration of Trust and
By-Laws of the Trust and the Registration Statement and with the
instructions and directions of the Trustees of the Trust and will conform
to and comply with the requirements of the 1940 Act and all other
applicable requirements of the 1940 Act and all other applicable federal
and state laws and regulations;
(b) The Adviser shall furnish a continuous investment program for each
Portfolio and determine from time to time what securities, instruments and
other investments, including futures contracts, will be purchased,
retained, sold or lent by such Portfolio, and what portion of the assets
will be invested or held uninvested as cash;
(c) The Adviser shall use the same skill and care in the management of
each Portfolio's investments as it uses in the administration of other
accounts for which it has investment responsibility as agent;
(d) The Adviser shall determine the securities or other investments to be
purchased, sold or lent by each Portfolio and as agent for each Portfolio
will effect portfolio transactions pursuant to its determinations either
directly with the issuer or with any broker and/or dealer in such
securities, including a broker and/or dealer in such securities, including
a broker affiliated with the Adviser; in placing orders with brokers
and/or dealers the Adviser intends to seek best price and execution for
the purchases and sales; the Adviser shall also determine whether or not a
Portfolio shall enter into repurchase or reverse repurchase agreements;
On occasions when the Adviser deems the purchase or sale of a
security or other investment to be in the best interest of a Portfolio as
well as other customers of the Adviser, the Adviser may, to the extent
permitted by applicable laws and regulations, but shall not be obligated
to, aggregate the securities to be so sold or purchased on behalf of such
Portfolio and such other customer of the Adviser in order to obtain best
execution, including lower broker commissions, if applicable. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with its
fiduciary obligations to a Portfolio;
(e) The Adviser shall maintain a set of books and records with respect to
each Portfolio's securities and other investment transactions as required
by the Advisers Act and other applicable laws and regulations and shall
render to the Trustees of the Trust such periodic and special reports as
the Trustees may reasonably request; and
(f) The services of the Adviser to the Trust under this Agreement are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
4. The Investment Manager is authorized to appoint an investment adviser
to carry out the aforementioned investment operations of each Portfolio, as
Adviser, on the above terms pursuant to an investment advisory contract
conforming to the requirements of the 1940 Act and subject to approval of the
Board of Trustees and the holders of beneficial interests in the Trust as
required by the 1940 Act. Any such investment advisory contract shall provide
that the Adviser is not authorized to make any business, operational or
management decisions on behalf of the Trust or any Portfolio other than with
respect to the investment operations and composition of a Portfolio's holdings
of securities and other investments as set forth herein. The compensation of any
such Adviser will be paid by the Investment Manager.
5. The Investment Manager shall also provide certain supervisory and
administrative services to the Trust, including:
(a) negotiating, maintaining, evaluating and coordinating contractual
arrangements with third-party service providers, including, but not
limited to, administrators, custodians, transfer agents, fund accounting
agents, independent accountants, attorneys, printers and insurers;
(b) assisting the various third-party service providers retained by or for
the Trust by, among other things, providing any information to such
service providers as the Trustees of the Trust deem appropriate, including
information concerning Portfolio performance and administration;
(c) reviewing agendas for and minutes of meetings of Trustees and
committees of Trustees; and preparing such supporting documents for such
meetings as the Trustees may request the Investment Manager to prepare;
(d) arranging, if desired by the Trust, for directors, officers or
employees of the Investment Manager to serve as Trustees, officers or
agents of the Trust if duly elected or appointed to such positions and
subject to their individual consent and to any limitations imposed by law;
and
(e) reviewing all registration statements, amendments thereto and other
documents as may be required for compliance by the Trust and each
Portfolio with all applicable laws and regulations and preparing such
portions thereof as the Trustees of the Trust may request the Investment
Manager to prepare.
Notwithstanding the foregoing, the Investment Manager shall not be deemed
to have assumed any duties under this Agreement with respect to, and shall not
be responsible for, functions specifically assumed by any administrator, fund
accounting agent custodian, private placement agent or transfer agent of the
Trust.
6. The Trust has delivered copies of each of the following documents to
the Investment Manager and will promptly notify and deliver to it all future
amendments and supplements, if any:
(a) Declaration of Trust of the Trust (such Declaration of Trust, as
presently in effect and as amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as presently in effect and as
amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Trustees of the Trust authorizing the
appointment of the Investment Manager and approving the form of this
Agreement;
(d) The Trust Notification of Registration on Form N-8A under the 1940
Act, its Registration Statement on Form N-1A under the 1940 Act (No.
811-8375) and the Registration Statement on Form N-1A of Deutsche Funds,
Inc. (No. 333-27709) under the Securities Act of 1933, as amended, and the
1940 Act, as filed with the Securities and Exchange Commission (the
"Commission") on May 23, 1997, including all amendments thereto (together
with the Registration Statement of the Trust, the "Registration
Statement").
7. The Adviser shall keep the books and records required to be maintained
by it pursuant to paragraph 3(e). The Investment Manager agrees that all records
which it maintains for the Trust are the property of the Trust and it will
promptly surrender any of such records to the Trust upon request. The Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 of the
Commission under the 1940 Act any such records as are required to be maintained
by the Adviser with respect to the Portfolios by Rule 31a-2 of the Commission
under the 1940 Act.
8. During the term of this Agreement the Investment Manager will pay all
expenses, including personnel costs and overhead, incurred by it in connection
with the performance of its obligations under this Agreement other than the cost
of securities and investments purchased for each Portfolio (including taxes and
brokerage commissions, if any) and extraordinary expenses and shall pay the
salaries of Trustees and officers of the Trust who are affiliated persons (as
defined in the 0000 Xxx) of the Investment Manager. The Investment Manager shall
not be required t pay expenses of any activity which is intended primarily to
result in sales of shares of the Portfolio.
9. For the services provided and the expenses borne pursuant to this
Agreement, each Portfolio will pay to the Investment Manager as full
compensation therefor a fee, computed daily and paid monthly in arrears, at an
annual rate equal to the percentage of the average daily net assets of such
Portfolio specified in Schedule A hereto.
10. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any loss or expenses suffered by the Trust or any
Portfolio in connection with the matters to which this Agreement relates except
a loss or expense relating from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
11. This Agreement shall continue in effect until the date two years after
its execution and shall continue in effect from year to year thereafter with
respect to each Portfolio if such continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act; provided, however,
that this Agreement may be terminated by the Trust in its entirety or with
respect to any Portfolio, at any time, without the payment of any penalty, by
vote of a majority of all the Trustees of the Trust or by vote of a majority of
the outstanding voting securities (as defined in the 0000 Xxx) of the Trust or
such Portfolio, as the case may be, on 60 days' written notice to the Investment
Manager, or by the Investment Manager at any time, without the payment of any
penalty, on 90 days' written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act).
12. The Investment Manager shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Trustees of the Trust from time to time, have no authority
to act for or represent the Trust or any Portfolio in any way or otherwise be
deemed an agent of the Trust or any Portfolio.
13. This Agreement may be amended by mutual consent, but the consent of
the Trust must be approved (a) by vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
amendment, and (b) by vote of a majority of the outstanding voting securities of
the Trust or, in the case of an amendment to this Agreement affecting only one
or several Portfolios, a majority of the outstanding voting securities of each
such Portfolio. In the event that the Trustees of the Trust establish one or
more additional sub-trusts with respect to which they wish to retain the
Investment Manager to act as investment manager, the Trust and the Investment
Manager may amend Schedule A hereto to add each such sub-trust and specify the
fee payable to the Investment Manager in respect thereof, in which event such
sub-trust shall become subject to the provisions of this Agreement and be deemed
a "Portfolio" hereunder to the same extent as the existing Portfolios, except to
the extent that such provisions may be modified with respect to any additional
Portfolio in writing by the Trust and the Investment Manager at the time of the
addition of the Portfolio.
14. Notices of any kind to be given to the Investment Manager by the Trust
shall be in writing and shall be duly given if mailed or delivered to the
Investment Manager at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
President and Managing Director, or at such other address or to such other
individual as shall be specified by the Investment Manager to the Trust..
Notices of any kind to be given to the Trust by the Investment Manager shall be
in writing and shall be duly given if mailed or delivered to the Trust at
Cardinal Avenue, Grand Cayman, Cayman Islands, BWI or at such other address or
to such other individuals as shall be specified by the Trust to the Investment
Manager.
15. The Trustees of the Trust have authorized the execution of this
Agreement in their capacity as Trustees and not individually and the Investment
Manager agrees that neither the holders of interests in the Trust nor the
Trustees nor any officer, employee, representative or agent of the Trust shall
be personally liable upon, or shall resort be had to their private property for
the satisfaction of, obligations given, executed or delivered on behalf of or by
the Trust or any Portfolio, that the interest holders of the Portfolios and the
trustees, officers, employees, representatives and agents of the Trust shall not
be personally liable hereunder, and that the Investment Manager shall look
solely to the property of the Trust for the satisfaction of any claim hereunder.
16. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
17. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York,
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designed below as of the 28th day of July, 1997.
DEUTSCHE PORTFOLIOS
By: /s/ illegible signature
Trustee
DEUTSCHE FUND MANAGEMENT, INC.
By: /s/ Xxxxx Xxx
President and Managing Director
By: /s/ Xxxxxx Latesso
Assistant Treasurer
Schedule A
Fee (annualized
% of average
Portfolio daily net assets)
Top 50 World Portfolio 1.00%
Top 50 Europe Portfolio 1.00
Top 50 Asia Portfolio 1.00
Top 50 US Portfolio 0.85
Provesta Portfolio 0.85
Investa Portfolio 0.85
Japanese Equity Portfolio 0.85
Global Bond Portfolio 0.75
European Bond Portfolio 0.75
US Money Market Portfolio -0.15
