Exhibit 99.d(1)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 25th day of April, 2003 by and between BT
Investment Portfolios Series, a New York trust (the "Trust"), and DEUTSCHE ASSET
MANAGEMENT, INC., a Delaware corporation (the "Advisor").
WHEREAS, the Trust is registered as an open-end, 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 New York on
March 27, 1993, 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) Each Series' Registration Statement on Form N-1A under the Investment
Company Act of 1940, as amended (the "1940 Act") (File No. 811-7774 as
filed
with the Securities and Exchange Commission ("SEC") relating to the shares
of the Trust and its Series, 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 or the activities in which they engage, or with respect to
securities which the Advisor considers desirable for inclusion in a Series;
(e) determine which issuers and securities shall be represented in a
Series and regularly report thereon to the Trust's Board of Trustees; and
(f) take all actions necessary to carry in effect a Series' purchase and
sale programs.
4. Series Transactions. The Advisor is authorized to select the brokers
or dealers that will execute the purchases and sales of Series 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 Trust's
administrator and to the officers and Trustees of the Trust such information
relating to Series transactions as they may reasonably request.
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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 Series 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 Series securities from the group except in accordance with
policies established by the Board in compliance with rules of the SEC.
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 1933 Act and the 1940 Act;
(c) the provisions of the Declaration of Trust; and
(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:
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(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, Series
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 Series 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 of
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 and of the Trust who are not interested persons (as
defined in the 0000 Xxx) or 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 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. With respect to any or all Series
listed in Schedule A to this Agreement, and subject to the prior approval of a
majority of the members of the Trust's Board of Trustees, including a majority
of the Trustees who are not "interested persons," as defined in the 1940 Act,
and, where required, by the shareholders of the Series, the Advisor may, through
a sub-advisory agreement or other arrangement, (1) delegate to a sub-advisor any
or all of its duties enumerated in section 1 hereof and (2) 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, any or all of the
Advisor's duties enumerated in section 1 hereof, and may adjust the duties of
such entity,
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the portion of Series assets of the Series that such entity shall manage and the
fees to be paid to such entity; provided, that with respect to the delegations,
the Advisor shall continue to supervise the services provided by any such
sub-advisor or any such company or employees and any such delegation shall not
relieve the Advisor of any of its obligations hereunder (including without
limitation the management of the Series' assets in accordance with this
Agreement).
9. Compensation. For the services to be rendered and the expenses assumed
by the Advisor, the Trust shall pay 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 par 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 on 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.
11. Additional Series and Classes. In the event that the Trust establishes
one or more series of Shares or one 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
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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 Appendix 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 1; 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 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 sufferable 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 its or 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
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to the Trust, Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, if 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.
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 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 or, 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 original, but all of which
together shall constitute one and the same instrument.
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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 INVESTMENT PORTFOLIOS
Attest: ________________________ By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: ________________________ Name: Xxxxx X. Xxxxxxxxx
Title: ________________________ Assistant Secretary
[SEAL] DEUTSCHE ASSET
MANAGEMENT, INC.
Attest: ________________________ By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: ________________________ Name: Xxxxxxx X. Xxxx, Vice President
Title: ________________________
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EXHIBIT A
TO INVESTMENT ADVISORY AGREEMENT
MADE AS OF APRIL 25, 2003
BETWEEN
BT INVESTMENT SERIES
AND
DEUTSCHE ASSET MANAGEMENT, INC.
Series Investment Advisory Fee
Asset Management Portfolio II 0.65%
Asset Management Portfolio III 0.65%
U.S. Bond Index Portfolio 0.15%
EAFE Equity Index Portfolio 0.25%
