Exhibit 99 - d(i)
DEUTSCHE INVESTORS FUNDS, INC.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 28th day of March, 2001 by and between
DEUTSCHE INVESTORS FUNDS, INC., a Maryland corporation (the "Fund"), and
INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation (the "Advisor").
WHEREAS, the Fund 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 Fund and the Advisor desire to enter into an agreement to
provide investment advisory services for the series listed in Schedule 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 Fund hereby appoints the
Advisor to act as the investment advisor of each series listed in Schedule A to
this Agreement (each such series, together with all other series subsequently
established by the Fund 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 Directors. 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 Fund has furnished the Advisor with
copies properly certified or authenticated of each of the following:
(a) The Fund's Articles of Incorporation, filed with the State of
Maryland on May 22, 1997 and all amendments thereto (such Articles of
Incorporation, as presently in effect and as they shall from time to
time be amended, are herein called the "Articles of Incorporation");
(b) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are
herein called the "By-Laws");
(c) Resolutions of the Fund's Board of Directors and shareholders
authorizing the appointment of the Advisor and approving this
Agreement;
(d) The Fund's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No.
333-07008) and under the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") relating to the shares of the Fund and its
series, and all amendments thereto; and
(e) Each Series' most recent prospectus (such prospectus, as
presently in effect, and all amendments and supplements thereto are
herein called "Prospectus").
The Fund 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 Fund with copies of its Form ADV,
including all amendments thereto, as it is 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) 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;
(d) determine which issuers and securities shall be represented in a
Series' portfolio and regularly report thereon to the Fund's Board of
Directors; and
(e) 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 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 Directors of the Fund 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 Fund or be in breach of
any obligation owing to the Fund under this Agreement, or otherwise, solely by
reason of its having directed a securities transaction on behalf of the Fund 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 Deutsche Banc Alex. Xxxxx Inc. ("DB Alex.
Xxxxx") or any of its affiliates to execute portfolio transactions for a Series
on an agency basis. The commissions paid to DB Alex. Xxxxx 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 Alex. Xxxxx 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 Fund on behalf of a Series will not deal with the Advisor or DB
Alex. Xxxxx or any of its affiliates in any transaction in which the Advisor or
DB Alex. Xxxxx or any of its affiliates acts as a principal with respect to any
part of a Series' order. If DB Alex. Xxxxx 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.
5. Control by Board of Directors. 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 Fund on
behalf of a Series under the 1933 Act and the 1940 Act;
(c) the provisions of the Articles of Incorporation;
(d) the provisions of the By-Laws; and
(e) any other applicable provisions of state and federal law.
7. Expenses. The expenses connected with the Fund on behalf of a Series
shall be allocable between the Fund and the Advisor as follows:
(a) The Advisor shall furnish, at its expense and without cost to
the Fund, the services of one or more officers of the Advisor, to the
extent that such officers may be required by the Fund on behalf of a
Series for the proper conduct of its affairs.
(b) The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund on behalf of a Series, including, without
limitation: payments to the Fund's distributor under the Fund's plan of
distribution; the charges and expenses of any registrar, any custodian
or depository appointed by the Fund for the safekeeping of a Series'
cash, portfolio securities and other property, and any transfer,
dividend or accounting agent or agents appointed by the Fund; brokers'
commissions chargeable to the Funds on behalf of a Series in connection
with portfolio securities transactions to which the Fund is a party;
all taxes, including securities issuance and transfer taxes, and fees
payable by the Fund to Federal, State or other governmental agencies;
the costs and expenses of engraving or printing of certificates
representing shares of the Fund; all costs and expenses in connection
with the registration and maintenance of registration of the Fund 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 Fund and
supplements thereto to the Fund's shareholders; all expenses of
shareholders' and Directors' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and
travel expenses of Directors or Director 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
Fund's shares; charges and expenses of legal counsel, including counsel
to the Directors of the Fund who are not interested persons (as defined
in the 0000 Xxx) of the Fund and of independent certified public
accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel
(including officers and Directors) of the Fund 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 Fund's
operation unless otherwise explicitly provided herein.
8. Sub-Advisor. It is understood that the Advisor, on behalf of a
Series, may employ one or more sub-investment Advisors (each a "Sub-Advisor")
under written agreements with each Sub-Advisor, provided that any such
Sub-Advisor and agreement is first approved by the vote of a majority of the
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the 0000 Xxx) of the Fund, the Advisor or any such
Sub-Advisor, at a meeting of Directors called for the purpose of voting on such
approval and, except as may be otherwise permitted by then current law as
modified or interpreted by an applicable order or orders of the Commission or
any rules or regulations adopted by, or interpretive releases of, the
Commission, by a vote of a "majority of the outstanding voting securities" (as
defined in the 0000 Xxx) of a Series. The authorization given to the Advisor in
this Agreement to perform portfolio management and related services may be
delegated by it under any such agreement to any of the Sub-Advisors, provided
that the Sub-Advisors shall be subject to the same restrictions and limitations
on the investments and brokerage discretion as the Advisor. In the event the
Advisor employs one or more Sub-Advisors, the Advisor shall oversee and
continually evaluate performance of any such Sub-Advisor and shall make such
recommendations to the Fund' Directors from time to time concerning the
continuation, termination or modification of any such agreements as the Advisor
deems appropriate. Notwithstanding the foregoing, the Fund agrees that the
Advisor shall not be accountable to the Fund or a Series for any loss or
liability relating to specific investments directed solely by any Sub-Advisor.
As used in this Agreement, the terms "interested persons" and a "vote
of a majority of the outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Commission under said Act.
9. Compensation. For the services to be rendered and the expenses
assumed by the Advisor, the Fund shall pay to the Advisor monthly compensation
in accordance with Schedule B.
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 Fund 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. 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 a 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.
10. Non-Exclusivity. The services of the Advisor to the Fund 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 Directors of the
Fund, and that officers or Directors of the Fund 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 Fund
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 Fund 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 Fund 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 Directors of
the Fund 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 Directors of the Fund or by vote of a majority of the
outstanding voting securities of a Series, subject to the right of the Fund and
the Advisor to terminate this contract as provided in Section 12 hereof;
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 Directors of the Fund or
by vote of a majority of the outstanding voting securities of a Series on not
less than 30 days nor more 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 Fund. 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. Liability of Advisor. In the performance of its duties hereunder,
the Advisor shall be obligated to exercise care and diligence and to act in good
faith and to use its best efforts within reasonable limits to ensure the
accuracy of all services performed under this Agreement, but the Advisor shall
not be liable for any act or omission which does not constitute willful
misfeasance, bad faith or gross negligence on the part of the Advisor or its
officers, directors or employees, or reckless disregard by the Advisor of its
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 Fund and the Advisor, Xxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 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 Fund 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 Fund are the property of the Fund and will be surrendered promptly to the
Fund 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] DEUTSCHE INVESTORS FUNDS, INC.
Attest: /s/Xxxxxxx Xxxxxxxx By: /s/Xxx X. Xxxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
[SEAL] INVESTMENT COMPANY CAPITAL CORP.
Attest: /s/Xxxxxxx Xxxxxxxx By: /s/Xxxxxxx X. Xxxx
------------------- ------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
Schedule A
Growth Opportunity Fund
Schedule B
Compensation Table
Growth Opportunity Fund
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Advisory Fee as a % of
Average Daily Net Assets Average Daily Net Assets
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$0 to $250 million 0.85%
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$250 million to $500 million 0.80%
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In excess of $500 million 0.75%
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