EXHIBIT 99 (d)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 30th day of July, 2002 by and between
BT INSTITUTIONAL FUNDS, a Massachusetts business trust (the 'Trust'), and
DEUTSCHE ASSET MANAGEMENT, INC., a Delaware corporation (the 'Advisor').
WHEREAS, the Trust is registered as an open-end non-diversified
management investment company under the Investment Company Act of 1940, as
amended (the '1940 Act'), consisting of several series of shares, each having
its own investment policies;
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide investment advisory services for the series listed in Exhibit A to this
Agreement on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Appointment of Investment Advisor. The Trust hereby appoints the
Advisor to act as the investment advisor of each series listed in Exhibit A to
this Agreement (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
section 11, being herein referred to as 'a Series', and collectively as 'the
Series'). The Advisor shall manage a Series' affairs and shall supervise all
aspects of a Series' operations (except as otherwise set forth herein),
including the investment and reinvestment of the cash, securities or other
properties comprising a Series' assets, subject at all times to the policies and
control of the Board of Trustees. The Advisor shall give a Series the benefit of
its best judgment, efforts and facilities in rendering its services as Advisor.
2. Delivery of Documents. The Trust has furnished the Advisor with
copies properly certified or authenticated of each of the following:
(a) The Trust's Declaration of Trust, filed with the State of
Massachusetts on March 15, 1990 and all amendments thereto (such
Declaration of Trust, as presently in effect and as it shall from time
to time be amended, is herein called the 'Declaration of Trust');
(b) Resolutions of the Trust's Board of Trustees and
shareholders authorizing the appointment of the Advisor and approving
this Agreement;
(c) The Trust's Registration Statement on Form N-1A under the
Investment Company Act of 1940, as amended (the ' 1940 Act') (File No.
811-_6071) and all amendments thereto; and
(d) Each Series' most recent prospectus (such prospectus, as
presently in effect, and all amendments and supplements thereto are
herein called 'Prospectus').
The Trust will furnish the Advisor from time to time with copies, properly
certified or authenticated, of all amendments or supplements to the
foregoing, if any, and all documents, notices and reports filed with the
SEC.
The Advisor will provide the Trust with copies of its Form ADV,
including all amendments thereto, as filed with the SEC.
3. Duties of Investment Advisor. In carrying out its obligations
under Section 1 hereof, the Advisor shall:
(a) supervise and manage all aspects of a Series' operations,
except for distribution services;
(b) formulate and implement continuing programs for the
purchases and sales of securities, consistent with the investment
objective and policies of a Series;
(c) provide the Trust with, or obtain for it, adequate office
space and all necessary office equipment and services, including
telephone service, utilities, stationery, supplies and similar items for
the Trust's principal office;
(d) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally
or a Series, and whether concerning the individual issuers whose
securities are included in a Series portfolio or the activities in which
they engage, or with respect to securities which the Advisor considers
desirable for inclusion in a Series' portfolio;
(e) determine which issuers and securities shall be
represented in a Series' portfolio and regularly report thereon to the
Trust's Board of Trustees; and
(f) take all actions necessary to carry into effect a Series'
purchase and sale programs.
4. Portfolio Transactions. The Advisor is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for a Series and is directed to use its reasonable best efforts to
obtain the best net results as described from time to time in a Series'
prospectus and statement of additional information. The Advisor will promptly
communicate to the Administrator and to the officers and the Trustees of the
Trust such information relating to portfolio transactions as they may reasonably
request.
It is understood that the Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of
any obligation owing to the Trust under this Agreement, or otherwise, solely by
reason of its having directed a securities transaction on behalf of a Series to
a broker-dealer in compliance with the provisions of Section 28(e) of the
Securities Exchange Act of 1934 or as otherwise permitted from time to time by a
Series' prospectus and statement of additional information.
Subject to the policies established by the Board in compliance with
applicable law, the [Advisor may direct DB Securities, Inc. ('DB Securities') or
any of its affiliates to execute portfolio transactions for a Series on an
agency basis. The commissions paid to DB Securities or any of its affiliates
must be, as required by Rule 17e-1 under the 1940 Act, 'reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities ... during a comparable period of time.' If the purchase or sale of
securities consistent with the investment policies of a Series or one or more
other accounts of the Advisor is considered at or about the same time,
transactions in such securities will be allocated among the accounts in a manner
deemed equitable by the Advisor. DB Securities or any of its affiliates and the
Advisor may combine such transactions, in accordance with applicable laws and
regulations, in order to obtain the best net price and most favorable execution.
The Trust on behalf of a Series will not deal with the Advisor or DB
Securities or any of its affiliates in any transaction in which the Advisor or
DB Securities or any of its affiliates acts as a principal with respect to any
part of a Series' order, except in compliance with rules of the SEC. If DB
Securities or any of its affiliates is participating in an underwriting or
selling group, a Series may not buy portfolio securities from the group except
in accordance with policies established by the Board in compliance with rules of
the SEC.
- 2 -
5. Control by Board of Trustees. Any management or supervisory
activities undertaken by the Advisor pursuant to this Agreement, as well as any
other activities undertaken by the Advisor on behalf of a Series pursuant
thereto, shall at all times be subject to any applicable directives of the
Board.
6. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules
and regulations adopted thereunder;
(b) the provisions of the Registration Statement of the Trust
on behalf of a Series under the 1940 Act;
(c) the provisions of the Declaration of Trust;
(d) any other applicable provisions of state and federal law.
7. Expenses. The expenses connected with the Trust on behalf of a
Series shall be allocable between the Trust and the Advisor as follows:
(a) The Advisor shall furnish, at its expense and without cost
to the Trust, the services of one or more officers of the Advisor, to
the extent that such officers may be required by the Trust on behalf of
a Series for the proper conduct of its affairs.
(b) The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust on behalf of a Series, including, without
limitation: payments to the Trust's distributor under the Trust's plan
of distribution; the charges and expenses of any registrar, any
custodian or depository appointed by the Trust for the safekeeping of a
Series' cash, portfolio securities and other property, and any transfer,
dividend or accounting agent or agents appointed by the Trust; brokers'
commissions chargeable to the Trust on behalf of a Series in connection
with portfolio securities transactions to which the Trust is a party;
all taxes, including securities issuance and transfer taxes, and fees
payable by the Trust to Federal, State or other governmental agencies;
the costs and expenses of engraving or printing of certificates
representing shares of the Trust; all costs and expenses in connection
with the registration and maintenance of registration of the Trust and
its shares with the SEC and various states and other jurisdictions
(including filing fees, legal fees and disbursements of counsel); the
costs and expenses of printing, including typesetting, and distributing
prospectuses and statements of additional information of the Trust and
supplements thereto to the Trust's shareholders; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
expenses of Trustees or Trustee members of any advisory board or
committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash;
charges and expenses of any outside service used for pricing of the
Trust's shares; charges and expenses of legal counsel, including counsel
to the Trustees of the Trust who are not interested persons (as defined
in the 0000 Xxx) of the Trust and of independent certified public
accountants, in connection with any matter relating to the Trust;
membership dues of industry associations; interest payable on Trust
borrowings; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its
benefit; extraordinary expenses (including but not limited to, legal
claims and liabilities and litigation
- 3 -
costs and any indemnification related thereto); and all other charges
and costs of the Series' or Trust's operation unless otherwise
explicitly provided herein.
8. Delegation of Advisory Services. Subject to the prior approval
of a majority of the members of the Trust's and the Series' Boards of Trustees,
including a majority of the Trustees who are not 'interested persons,' as
defined in the 1940 Act, the Advisor may, through a sub-advisory agreement or
other arrangement, delegate to any other company that the Advisor controls, is
controlled by, or is under common control with, or to specified employees of any
such companies, or to more than one such company, to the extent permitted by
applicable law, certain of the Advisor's duties enumerated in section 1 hereof,
and may adjust the duties of such entity, the portion of portfolio assets of the
Series that such entity shall manage and the fees to be paid to such entity,
subject to the prior approval of the members of the Trust's and the Series'
Board of Trustees who are not 'interested persons,' as defined in the 1940 Act;
provided, that the Advisor shall continue to supervise the services provided by
such company or employees and any such delegation shall not relieve the Advisor
of any of its obligations hereunder./1/
9. Compensation. For the services to be rendered and the expenses
assumed by the Advisor, the Trust shall pay to the Advisor monthly compensation
in accordance with Exhibit A.
Except as hereinafter set forth, compensation under this Agreement shall
be calculated and accrued daily and the amounts of the daily accruals shall be
paid monthly. If this Agreement becomes effective subsequent to the first day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above.
In the event of termination of this Agreement, the advisory fee shall be
computed on the basis of the period ending on the last business day on which
this Agreement is in effect subject to a pro rata adjustment based on the number
of days elapsed in the current month as a percentage of the total number of days
in such month.
In addition to the foregoing, the Advisor may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust on behalf of the Series for all or a
portion of its expenses not otherwise required to be borne or reimbursed by the
Advisor. Any such fee reduction or undertaking may be discontinued or modified
by the Advisor at any time.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this Agreement.
10. Non-Exclusivity. The services of the Advisor to the Trust on
behalf of each Series are not to be deemed to be exclusive, and the Advisor
shall be free to render investment advisory or other services to others
(including other investment companies) and to engage in other activities, so
long as its services under this Agreement are not impaired thereby. It is
understood and agreed that officers or directors of the Advisor may serve as
officers or Trustees of the Trust, and that officers or Trustees of the Trust
may serve as officers or directors of the Advisor to the extent permitted by
law; and that the officers and directors of the Advisor are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, trustees or directors of any
other firm, trust or corporation, including other investment companies.
----------
/1/ Contained in the form of Advisory Agreement only.
- 4 -
11. Additional Series and Classes. In the event that the Trust
establishes one or more series of Shares or one or more classes of Shares after
the effectiveness of this Agreement, such series of shares or classes of shares,
as the case may be, shall become Series and Classes under this Agreement upon
approval of this Agreement by the Board with respect to the series of Shares or
class of Shares and the execution of an amended Exhibit A reflecting the
applicable names and terms.
12. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall remain in effect with respect to the Trust
on behalf of a Series until two years from the date first set forth above, and
thereafter, for periods of one year so long as such continuance thereafter is
specifically approved at least annually (a) by the 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 approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of a Series, subject to the right
of the Trust and the Advisor to terminate this contract as provided in this
Section 12; provided, however, that if the shareholders of a Series fail to
approve the Agreement as provided herein, the Advisor may continue to serve
hereunder in the manner and to the extent permitted by the 1940 Act as modified
or interpreted by any applicable order or orders of the SEC or any rules or
regulations adopted by, or interpretative releases of, the SEC thereunder. The
foregoing requirement that continuance of this Agreement be 'specifically
approved at least annually' shall be construed in a manner consistent with the
1940 Act as modified or interpreted by any applicable order or orders of the SEC
or any rules or regulations adopted by, or interpretative releases of, the SEC
thereunder.
This Agreement may be terminated as to a Series at any time, without the
payment of any penalty by vote of a majority of the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of a Series on not less
than 60 days' written notice to the Advisor, or by the Advisor 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. Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.
As used in this Section 12, the term 'assignment' shall have the meaning
as set forth in the 1940 Act as modified or interpreted by any applicable order
or orders of the SEC or any rules or regulations adopted by, or interpretative
releases of, the SEC.
13. limitation of Liability of the Advisor; Indemnification.
The Advisor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by a Series in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
14. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Currently such addresses are as follows: if to the Trust, Xxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, of to the Advisor, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
15. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
- 5 -
16. Entire Agreement. This Agreement states the entire agreement of
the parties hereto, and is intended to be the complete and exclusive statement
of the terms hereof. It may not be added to or changed orally, and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act as modified or interpreted by any applicable order
or orders of the SEC or any rules or regulations adopted by, or interpretative
releases of, the SEC, when applicable.
17. Reports. The Trust and the Advisor agree to furnish to each
other, if applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such other
information with regard to their affairs as each may reasonably request.
18. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Advisor on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust on request.
19. Questions of Interpretation. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the SEC issued pursuant to
the 1940 Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is modified or interpreted by any
applicable order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC thereunder, such provision shall be deemed
to incorporate the effect of such order, rule, regulation or interpretative
release. Otherwise the provisions of this Agreement shall be interpreted in
accordance with the laws of Maryland.
20. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
[SEAL] BT INSTITUTIONAL FUNDS
Attest: __________________________ By: __________________________
Name: Name: Xxxxxx X. Xxxxxx
Title: Secretary
[SEAL] DEUTSCHE ASSET MANAGEMENT, INC.
Attest: __________________________ By: __________________________
Name: Name: Xxxxxxx X. Xxxx
Title: Vice President
[SEAL]
Attest: __________________________
Name: :
- 6 -
EXHIBIT A
TO INVESTMENT ADVISORY AGREEMENT
MADE AS OF JULY 30, 2002
BETWEEN BT INSTITUTIONAL FUNDS AND DEUTSCHE ASSET MANAGEMENT, INC.
Fund Investment Advisory Fees
---- ------------------------
Treasury and Agency Fund Institutional 0.15%
Daily Assets Fund Institutional 0.10%
- 7 -
