EXECUTION VERSION
RESEARCH, ADVISORY AND
INVESTMENT MANAGEMENT AGREEMENT
RREEF America L.L.C.
an affiliate of Deutsche Asset Management, Inc.
000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
As of April 28, 2006
RREEF Global Advisors Limited
We have entered into a Research, Advisory and Investment Management
Agreement with Deutsche Asset Management, Inc. ("DAMI") dated April 28, 2006,
under which DAMI has delegated to RREEF America L.L.C. ("RREEF") substantially
all of its duties under a subadvisory agreement (the "Subadvisory Agreement")
dated as of October 17, 2005, as amended from time to time, between DAMI and
Xxxx Xxxxxxx Investment Management Services, LLC (the "Adviser"), a Delaware
limited liability company, on behalf of Global Real Estate Fund (the "Fund"),
pursuant to which DAMI acts as a subadviser to the Fund. A copy of the
Subadvisory Agreement has been previously furnished to you. In furtherance of
such duties to the Fund, and with the approval of the Fund, we wish to avail
ourselves of your investment advisory and investment management services.
Accordingly, with the acceptance of the Fund, we hereby agree with you as
follows for the duration of this Agreement:
1. You shall primarily be responsible for investment management and other
relevant services with respect to securities of companies primarily located in
the following geographic region(s) (the "Territory"): ________Europe and
Africa_______. Additionally you agree to provide us with such information,
investment recommendations, advice and assistance as we shall from time to time
reasonably request, provided that such disclosure is permitted in accordance
with applicable legal and regulatory requirements. In carrying out your
investment advisory and investment management duties hereunder, you will comply
with the objectives, guidelines and restrictions as may be agreed upon by the
parties in writing from time to time, and also with the investment restrictions
outlined in the Fund's registration statement filed with the United States
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. We agree to pay to you, as compensation for the services to be rendered
by you pursuant to this Agreement, a monthly fee to be calculated as provided in
this Section 2. Your fee will be a percentage of the monthly fee received by us
(through DAMI) under the Subadvisory Agreement. The percentage of the fee that
you will receive will be based upon the FTSE EPRA / NAREIT Global Real Estate
Index (the "Index"). Your fee will be calculated by multiplying the total
monthly fee received by RREEF under the Subadvisory Agreement by the proportion
of total real estate investments in the Index which are attributed to your
Territory (as measured based upon the latest articulation of the Index prior to
the payment date). We will, within ten (10) days following our receipt of the
fees paid to us under the Subadvisory Agreement, calculate the dollar value of
your monthly fee and transmit the same to you in United States Dollars.
In the event that we reasonably determine in good faith that you are not
authorized under United States securities laws to receive compensation with
respect to the Fund for your Territory (or any part thereof), you will not
receive your monthly fee (or such portion of your monthly fee corresponding to
the portion of your Territory for which such a determination has been made). The
fees that would have otherwise been paid to you but for this decision will be
redistributed pro rata among RREEF and the other similarly situated regional
subadvisers providing investment advisory services under similar Research and
Advisory Agreements ("Regional Subadvisers").
In the event that this Agreement is terminated for any reason, RREEF will
use the date of termination as the measurement date for the purpose of
determining the percentage of fees owed to you. Such fees will be prorated by
the number of days during the month of termination on which you perform the
services provided for herein. Any excess fees held by RREEF after such
calculations are made will be divided amongst RREEF and the other Regional
Subadvisers in accordance with the Index and formula listed above.
We agree to work with you, in order to make our relationship as productive
as possible for the benefit of the Fund, 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 Fund 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, or any
other applicable law or regulation, then it shall not be permitted without the
approval of the Trustees of the Fund.
4. You agree that you will not make a short sale of any capital stock of
the Fund, or purchase any share of the capital stock of the Fund 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 Fund.
7. You represent and warrant that at all times during which you provide
investment advisory and investment management services under this Agreement you
are, and will continue to be, registered as an investment advisor under the U.S.
Investment Advisers Act of 1940, as amended. You agree that once you are so
registered you will maintain such registration for as long as you provide
investment advisory and investment management services under this Agreement, as
the same may be amended or extended in accordance with its terms.
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 Fund,
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 Fund, if permitted under the U.S. Investment Company Act of 1940, as
amended, and all other applicable laws and regulations.
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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 Fund 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 at least annually by the affirmative vote of (i) a
majority of the members of the Fund's Board of Trustees who are not interested
persons of the Fund, you or us, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of the Fund's Board of
Trustees or the holders of a majority of the outstanding voting securities of
the Fund. This Agreement may nevertheless be terminated at any time, without
penalty, by the Fund's Board of Trustees or by vote of holders of a majority of
the outstanding voting securities of the 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.
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 by the affirmative
vote of (i) the holders of a majority of the outstanding voting securities of
the Fund; and (ii) a majority of the members of the Fund's Board of Trustees who
are not interested persons of the Fund, 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 Xxxx Xxxxxxx Funds II.
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 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. 0.000.000.0000)
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With a copy to:
RREEF America L.L.C.
000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Managing Director
(Facsimile No. 0.000.000.0000)
If to RREEF Global Advisors Limited, to:
Floor 2
0 Xxxxxx Xxxxxx, Xxxxxxxxx
Xxxxxx, XX
Attention: Mr. Xxxxxxx Xxxx
Managing Director, Chief Operating Officer
(Facsimile No.)
or to such other address as to which the recipient shall have informed the other
party.
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 Xxxx Xxxxxxx Funds II 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 Xxxx Xxxxxxx Funds II or any portfolio thereof, but only the assets belonging
to Xxxx Xxxxxxx Funds II, 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
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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 the Fund 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 DAMI all reports, summaries, notifications,
certifications, and other information you are required by this paragraph to
deliver to the Adviser, and DAMI will then coordinate and deliver the same to
the Adviser on your behalf.
[Signature Page Immediately Follows]
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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,
RREEF AMERICA L.L.C.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
The foregoing agreement is hereby accepted as of the date first above written.
RREEF Global Advisors Limited
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
Accepted:
Global Real Estate Fund
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