Exhibit 99 - D(iii)
Deutsche Investors Portfolios Trust
SUB-ADVISORY AGREEMENT
Agreement made as of May 7, 2001 by and among Investment Company Capital
Corp., a Maryland corporation (the "Investment Advisor"), DWS International
Portfolio Management GmbH, a company organized under the laws of the Federal
Republic of Germany (hereinafter called the "DWS Sub-Advisor"), and Deutsche
Asset Management Inc., a Delaware corporation (hereinafter called the " DAMI Sub
-Advisor").
W I T N E S S E T H:
WHEREAS, the Investment Advisor has entered into an Investment
Management Agreement dated as of May 7, 2001 (the "Investment Advisory
Agreement") with the Deutsche Investors Portfolios Trust (formerly Flag
Investors Portfolios Trust), an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act") and
organized as a trust under the laws of the State of New York (the "Trust") on
behalf of its six non-diversified sub-trusts named herein (each such sub-trust,
together with each sub-trust hereafter established by the Trustees of the Trust
and made subject to this Agreement in accordance with Section 11 hereof,
individually a "Portfolio" and, collectively, the "Portfolios"), pursuant to
which the Investment Advisor will act as investment advisor to the sub-trusts
named in the Investment Advisory Agreement;
WHEREAS, the Investment Advisory Agreement contemplates that the
Investment Advisor may appoint a sub-advisor to perform certain services
relating to the management of the investment operations of the sub-trusts of the
Trust, and each of the DWS Sub-Advisor, and the DAMI Sub-Advisor is willing to
render such investment advisory services to the respective Portfolios designated
herein; and
WHEREAS, each of the DWS Sub-Advisor and the DAMI Sub-Advisor is
registered as an investment advisor under the Investment Advisers Act of 1940.
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. The Investment Advisor hereby appoints (a) the DWS Sub-Advisor to
act as sub-advisor to the Portfolios set forth under its name on Schedule A and
(b) the DAMI Sub-Advisor to act as sub-advisor to the Portfolio set forth under
its name on Schedule A and, in each case for the period and on the terms set
forth in this Agreement. Each of the DWS Sub-Advisor and the DAMI Sub-Advisor
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided. In this Agreement, the term "Sub-Advisor"
shall
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hereinafter refer to the DWS Sub-Advisor, with respect to the Portfolios for
which it is appointed to act as sub-advisor under this Section 1, and the DAMI
Sub-Advisor, with respect to the Portfolio for which it is appointed to act as
sub-advisor under this Section 1.
2. Subject to the general supervision of the Trustees of the Trust and
the Investment Advisor, the Sub-Advisor shall manage the investment operations
of each Portfolio and the composition of each Portfolio's holdings of securities
and other investments, including cash, the purchase, retention and disposition
thereof and agreements relating thereto, in accordance with such Portfolio's
investment objective and policies as stated in the Registration Statement (as
defined in paragraph 3(d) of this Agreement) and subject to the following
understandings:
(a) The Sub-Advisor, 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 federal and state laws and
regulations;
(b) the Sub-Advisor 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;
(c) the Sub-Advisor shall determine the securities or other
investments to be purchased, sold or lent by the 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 affiliated with the Sub-Advisor; in placing orders with
brokers and/or dealers the Sub-Advisor intends to seek best price
and execution for purchases and sales; the Sub-Advisor shall also
determine whether or not a Portfolio shall enter into repurchase
or reverse repurchase agreements;
On occasions when the Sub-Advisor 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 Sub-Advisor, the Sub-Advisor 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 Sub-Advisor in order to obtain best execution,
including lower brokerage 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 Sub-Advisor in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to a Portfolio;
(d) the Sub-Advisor shall maintain a set of books and records with
respect to each Portfolio's securities 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
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(e) the services of the Sub-Advisor to the Trust under this
Agreement are not to be deemed exclusive, and the Sub-Advisor shall
be free to render similar services to others.
Notwithstanding the foregoing, the Sub-Advisor is not authorized, and
shall not be deemed to have assumed any duties under this Agreement, 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.
3. The Investment Advisor has delivered copies of each of the following
documents to the Sub-Advisor 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 Adviser and approving the form of this
Agreement;
(d) The Trust's 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").
4. The Sub-Advisor shall keep the books and records required to be
maintained by it pursuant to paragraph 2(e) of this Agreement. The Sub-Advisor
agrees that all records that it maintains for the Trust are the property of the
Trust and it will promptly surrender any of such records to the Trust or to the
Investment Advisor upon request. The Sub-Advisor 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.
5. During the term of this Agreement, the Sub-Advisor will pay all
expenses, including personnel costs and overhead, incurred by it in connection
with its activities under this
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Agreement, other than the cost of securities and investments purchased or sold
for the Portfolios (including taxes and brokerage commissions, if any) and
extraordinary expenses.
6. The Investment Advisor shall continue to have responsibility for all
services to be provided to the Portfolios pursuant to the Investment Advisory
Agreement and shall oversee and review the Sub-Advisor's performance of its
duties under this Agreement.
7. For the services provided and the expenses borne pursuant to this
Agreement, the Investment Advisor will pay to the Sub-Advisor, as full
compensation therefor a fee, calculated daily and payable monthly in arrears, at
an annual rate equal to the percentage of the average daily net assets of each
Portfolio specified in Schedule A hereto.
Subject to the provisions of this Agreement, the duties of each
Sub-Advisor, the portion of Portfolio assets that such Sub-Advisor shall manage
and the fees to be paid such Sub-Advisor by the Investment Advisor under and
pursuant to this Agreement may be adjusted from time to time by the Investment
Advisor with and upon the approval of such Sub-Advisor and the members of the
Trust's Board of Trustees who are not "interested persons" (as defined in the
0000 Xxx) of any party to this Agreement.
8. The Sub-Advisor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment Advisor, the Trust or
any Portfolio in connection with the matters to which this Agreement relates,
except a loss resulting 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.
9. This Agreement shall continue in effect until the date two years
after the date of 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 with respect to the
Trust in its entirety or with respect to any Portfolio, at any time, without the
payment of any penalty, (a) by the Investment Advisor or (b) by the Trust, 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, in each case on 60 days' written notice to
the Sub-Advisor, or by the Sub-Advisor with respect to its respective
Portfolios, at any time, without the payment of any penalty, on 60 days' written
notice to the Investment Advisor and to the Trust. This Agreement will
automatically and immediately terminate in the event of its "assignment" (as
defined in the 0000 Xxx) or upon termination of the Investment Advisory
Agreement.
10. The Sub-Advisor 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 and the Investment Advisor from time to
time, have no authority to act for or represent
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the Trust or any Portfolio in any way or otherwise be deemed an agent of the
Trust or any Portfolio.
11. This Agreement may be amended by the mutual consent of the parties.
Any such amendment shall also require the consent of the Trust, which 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 any such amendment 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 retain the Investment Advisor to act as investment
advisor, the Investment Advisor and the DWS Sub-Advisor or the DAMI Sub-Advisor,
as the case may be, may amend Schedule A hereto to add each such sub-trust and
specify the fee payable to such Sub-Advisor 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 Investment Advisor and such Sub-Advisor
at the time of the addition of the Portfolio.
12. Notices of any kind to be given hereunder shall be in writing and
shall be duly given if mailed or delivered as follows: (a) to the DWS
Sub-Advisor at Xxxxxxxxxxxxx 000-000, Xxxxxxxxx xx Xxxx 00000, Xxxxxxx,
Attention: President, with a copy to the Investment Advisor; (b) to the DAMI
Sub-Advisor at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President
and Managing Director, with a copy to the Investment Advisor; (c) to the
Investment Advisor at Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention:
President; (d) to the Trust at Cardinal Avenue, Xxxxxx Town, Grand Cayman,
Cayman Islands, BWI; or (e) at such other address or to such other individual as
any of the foregoing shall designate by notice to the others.
13. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
14. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the date set forth above.
INVESTMENT COMPANY CAPITAL CORP.
By: /s/Xxxxxxx X. Xxxx
------------------
Xxxxxxx X. Xxxx
By: /s/Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
DWS INTERNATIONAL PORTFOLIO
MANAGEMENT GmbH
By: /s/Xxxxxxx Xxxxxx
-----------------
Xxxxxxx Xxxxxx
By: /s/Udo Behrenwaldt
------------------
Udo Behrenwaldt
DEUTSCHE ASSET MANAGEMENT INC.
By: /s/Xxxxxxx X. Xxxxxxxx III
--------------------------
By: _____________________________
Acknowledged and Confirmed.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
By: /s/Xxx X. Xxxxxx
----------------
Xxx X. Xxxxxx
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Schedule A
Portfolio Fee
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(annualized % of average
daily net assets)
DWS ADVISER
Top 50 World Portfolio 0.75%
Top 50 Europe Portfolio 0.75%
Top 50 Asia Portfolio 0.75%
European Mid-Cap Portfolio 0.60%
Japanese Equity Portfolio 0.60%
DAMI ADVISER
Top 50 US Portfolio 0.60%
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