RESEARCH, ADVISORY AND
INVESTMENT MANAGEMENT AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC.
000 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000-0000
April 28, 0000
XXXXX Xxxxxxx L.L.C.
000 X. Xxxxxxxx Xxx
00xx Xxxxx
Xxxxxxx, XX 00000
We have entered into a Subadvisory Agreement (the "Subadvisory Agreement")
dated as of November 23, 2002, as amended from time to time, with Xxxx Xxxxxxx
Investment Management Services, LLC (formerly known as Manufacturers Securities
Services, L.L.C.) (the "Adviser"), a Delaware limited liability company, on
behalf of the Real Estate Securities Trust and the Global Real Estate Trust
(each a "Trust" and collectively the "Trusts") each of which is a series of Xxxx
Xxxxxxx Trust ("JHT"), pursuant to which we act as subadviser to the Trusts. A
copy of the Subadvisory Agreement has been previously furnished to you. In
furtherance of such duties to the Trusts, and with the approval of the Trusts,
we wish to avail ourselves of your investment advisory and investment management
services. Accordingly, with the acceptance of the Trusts, we hereby agree with
you as follows for the duration of this Agreement:
1. You agree to furnish to us such information, investment recommendations,
advice and assistance as we shall from time to time reasonably request. In
carrying out your investment advisory 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
JHT'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. Pursuant to Section 3 and as detailed on Appendix A of the Subadvisory
Agreement, we receive a monthly fee as compensation for the services we provide
to the Adviser related to the Trusts. As permitted by Section 2(i) of the
Subadvisory Agreement, we are hereby delegating to you all of the day-to-day
management obligations related to the Trusts. In conjunction with your
performance of such obligations, we agree to pay you (in United States dollars)
a monthly fee equal to one hundred percent (100%) of the fees we receive from
the Adviser related to each of the Trusts. We agree to make such payments to you
by wire transfer or check, at your option. We further agree to make each such
monthly payment within the ten (10) days next following the day of our receipt
of our monthly fee related to the Trusts.
We agree to work with you, in order to make our relationship as productive
as possible for the benefit of the Trusts, 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
Trusts 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 Trust's portfolio holdings as confidential
information in accordance with the JHT'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 the Adviser's notification to us of any amendments to the JHT'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 JHT.
4. You agree that you will not make a short sale of any capital stock of
the Trusts, or purchase any share of the capital stock of the Trusts 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 Trusts.
7. You represent and warrant that you are registered as an investment
advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this Agreement.
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 Trusts,
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 Trusts, if permitted under the U.S. Investment Company Act of 1940, as
amended, and all other applicable laws and regulations.
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 Trusts or another fund advised by Adviser, except to the extent such
consultation is made with respect to the Trust(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 with respect to either Trust at least annually by the
affirmative vote of (i) a majority of the members of JHT's Board who are not
interested persons of JHT, you or us, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of JHT's Board or the
holders of a majority of the outstanding voting securities of the respective
Trust. This Agreement may nevertheless be terminated at any time with respect to
either Trust, without penalty, by JHT's Board or by vote of holders of a
majority of the outstanding voting securities of the respective Trust, 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 Trust, 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
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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 is specifically
approved by the affirmative vote of (i) the holders of a majority of the
outstanding voting securities of JHT (to the extent required by applicable law);
and (ii) a majority of the members of JHT's Board of Trustees who are not
interested persons of JHT, 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 Trust if a majority of the outstanding voting
securities of the respective Trust vote to approve 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 JHT.
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 Deutsche Asset Management, Inc., to:
Deutsche Asset Management, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxx
Managing Director
(Facsimile No. 212-454-0744)
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. 415.392.4648)
With a copy to:
RREEF America L.L.C.
000 X. Xxxxxxxx Xxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Managing Director
(Facsimile No. 312.266.9346)
or to such other address as to which the recipient shall have informed the other
party.
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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 Trust" 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 JHT 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 JHT or any portfolio
thereof, but only the assets belonging to JHT, 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 Trust, including but not limited to any material violation of the
Compliance Policies, the commencement or results of any regulatory examination
conducted, or periodic testing of the Compliance Policies, provided that any
such notification and/or disclosure required herein is not prohibited by
applicable 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 JHT
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 us all reports, summaries,
notifications, certifications, and other information you are required by this
paragraph to deliver to the Adviser, and us will then coordinate and deliver the
same to the Adviser on your behalf.
[Remainder left intentionally blank]
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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,
DEUTSCHE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: COO - XxXX Americas
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
The foregoing agreement is hereby accepted as of the date first above written.
RREEF AMERICA L.L.C.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Accepted:
GLOBAL REAL ESTATE TRUST
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
REAL ESTATE SECURITIES TRUST
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
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