EXECUTION COPY
Exhibit (d)(4)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made this 1st day of April, 2014, between Deutsche Investment Management Americas Inc. (the “Adviser” or
“DIMA”) and Lazard Asset Management LLC (the “Sub-Adviser”).
WHEREAS,
DWS Market Trust, a Massachusetts business trust (the “Trust”), is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the Adviser has entered into an Investment Management Agreement dated May 1, 2008 (the “Advisory Agreement”) with the
Trust, pursuant to which the Adviser acts as investment adviser to DWS Strategic Equity Long/Short Fund (the “Fund”),
which is a series of the Trust, and provides certain management services with respect to the Fund; and
WHEREAS,
the Adviser, with the approval of the Trust’s Board of Trustees, including a majority of the Trustees who are not “interested
persons,” as defined in the 1940 Act, desires to retain the Sub-Adviser to provide investment advisory services in connection
with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services.
NOW, THEREFORE,
the parties hereto agree as follows:
| 1. | Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Trust’s
Board of Trustees, the Sub-Adviser shall manage that portion of the securities and other assets of the Fund entrusted to it hereunder
(the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s
investment objectives, policies and restrictions as stated in the Fund’s prospectus and statement of additional information,
as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”),
and subject to the following: |
| (a) | In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act
in conformity with the Trust’s constituent documents and the Prospectus as it relates to the Fund and with the instructions
and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of
the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state
laws and regulations, as each is amended from time to time. With respect to any such instructions and directions, the Sub-Adviser
may request that such instructions and directions be made in writing. |
| (b) | The Sub-Adviser shall determine the Assets to be purchased, retained or sold by the Fund and what
portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through such persons,
brokers or dealers as the Sub-Adviser may select to carry out the policy with respect to brokerage set forth in the Trust’s
registration statement and the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time
to time, |
in conformity with federal
securities laws. In addition, the Board of Trustees or the Adviser may reasonably direct the Sub-Adviser in writing from time to
time to place orders with a particular counterparty, in accordance with the Sub-Adviser’s policies and procedures, in conformity
with the federal securities laws. To the extent that the Sub-Adviser is permitted pursuant to the Fund’s Prospectus to engage
in transactions that are required to be executed under a trading agreement (e.g., derivative transactions or repurchase agreements),
the Sub-Adviser shall enter into such transactions with a dealer or counterparty that has entered into an agreement with the Fund
or as otherwise agreed by the parties.
In executing portfolio
transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund best execution.
In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including
the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating
best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any reasonable written instructions
and directions of the Adviser and the Board of Trustees, the Sub-Adviser may also consider the brokerage and research services
provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting
in accordance with any such instructions and approval of the Adviser or the Board of Trustees, the Sub-Adviser is authorized to
pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction
for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction
if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of
the overall responsibilities of the Sub-Adviser.
In no instance, however,
will the Fund’s Assets knowingly be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the
Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with
the Trust, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser
or any other sub-adviser of the Trust or other registered investment companies (or series or portions thereof) that may be deemed
to be under common control with the Trust, or the Trust’s principal underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act approved by the Adviser
and the Board of Trustees, a list of such entities to be maintained by the Adviser and provided to Sub-Adviser in writing from
time to time. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise series of the Trust (or
portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common
control with the Trust (each a “Sub-
Advised Fund”).
The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect
to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by
certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates.
On occasions when the
Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser,
the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate
the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and/or overall
efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction,
will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
The Sub-Adviser may buy
securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the
Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory
requirements, and in compliance with such procedures of the Trust as may be in effect from time to time of which the Sub-Adviser
is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this
to be advantageous to both of the accounts involved.
Notwithstanding the foregoing,
the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased
on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected.
The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker-dealer
on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees, as the case may be, is so
obtained.
| (c) | The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving
the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The
Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund or the Trust. The Sub-Adviser shall provide
to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other
information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. |
The Sub-Adviser shall
maintain and keep the books and records relating to the Assets required to be maintained and kept by the Sub-Adviser under this
Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement
needed by the Adviser to keep the
other books and records
of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information
relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the
1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the
SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser
will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser
may retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Trust’s officers and the Fund’s
independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during
regular business hours upon due notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and (while it
may retain copies therof) shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or,
if there is no successor sub-adviser, to the Adviser). The Sub-Adviser shall maintain and enforce reasonable security procedures
with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including
all means for the effecting of securities transactions.
| (d) | The Sub-Adviser will also make its officers and employees reasonably available to meet with the
officers of the Adviser and the Trust’s officers and Trustees on reasonable due notice to review the investments and investment
program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall,
as reasonably requested by the Adviser, furnish to the Adviser from time to time whatever information the Adviser reasonably believes
appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Adviser may reasonably request, the
Sub-Adviser will furnish to the Adviser and the Trust’s officers and to each of its Trustees, at the Sub-Adviser’s
expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Trust
or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the
determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process
described in the Fund’s Prospectus and valuation procedures of which the Sub-Adviser is advised in writing. The Sub-Adviser
will make its officers and employees available to meet with the officers of the Adviser and the Trust’s officers and Trustees
and provide such information as the Board of Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s
consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser
of providing advisory services hereunder. |
| (e) | The Sub-Adviser shall provide the Fund’s custodian on each business day with information
relating to all transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or
number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement
date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser
shall also provide the Adviser with such information upon the written request of the Adviser. The Sub-Adviser shall additionally
provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The
Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to
notify and inform the compliance department of the Sub-Adviser in advance in writing of any reports and documents which are necessary
to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser
or the Trust may reasonably request in writing in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by
the Fund. |
| | The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of
any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time
to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold, or have custody of, any asset of the Fund (or
the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. |
| (f) | In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor
and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Adviser, shall have
no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed to be an agent of the Fund, the Trust
or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of
the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. |
| (g) | The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to
materially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement. |
| (h) | The Sub-Adviser shall be responsible for corporate action elections; provided, however, that the
Sub-Adviser shall not be responsible for voting proxies received with respect to securities held by the Fund, unless the Adviser,
subject to concurrence and delegation by the Trust’s Board of Trustees, notifies the Sub-Adviser in writing that the Sub-Adviser
shall have such responsibility. The Sub-Adviser shall not be responsible for filing proofs of claim with respect to class action
securities settlements with respect to the Fund. |
| 2. | Duties of the Adviser. The Adviser shall continue to have responsibility for all services
to be provided to the Fund pursuant to the Advisory Agreement and shall supervise and |
oversee the Sub-Adviser’s
performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing
herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust’s constituent documents,
the Prospectus, the instructions and directions of the Board of Trustees of the Fund, the requirements of the 1940 Act, the Code,
and all other applicable federal and state laws and regulations, as each is amended from time to time.
3. Delivery of Documents.
| (a) | The Adviser has furnished the Sub-Adviser with copies of each of the following documents: |
| (i) | The Trust’s Declaration of Trust, as in effect on the date of this Agreement and as amended
from time to time (herein called the “Declaration of Trust”); |
| (ii) | By-Laws of the Trust; and |
| (iii) | Prospectus of the Fund. |
The Adviser agrees to promptly provide the Sub-Adviser
with copies of any changes, amendments, modifications or supplements to the above documents or any other document relating to the
Sub-Adviser’s services hereunder.
| (b) | The Sub-Adviser has furnished the Adviser with true and accurate copies of each of the following
documents, as applicable: |
| (i) | The Sub-Adviser’s most recent audited financial statements; |
| (ii) | An organizational chart showing public companies and registered broker-dealers affiliated with
the Sub-Adviser; |
| (ii) | A list of entities that are affiliated persons, or affiliated persons of affiliated persons of the Sub-Advisor; |
| (iv) | The Sub-Adviser’s Form ADV Part 2 (prior to the Agreement becoming effective); and |
| (v) | The Sub-Adviser’s Code of Ethics adopted pursuant to Rule 17j-1 under the 1940 Act, including
annual Rule 17j-1 certification. |
The Sub-Adviser agrees to provide the Adviser
with copies of any changes, amendments, modifications or supplements to the above documents.
4. Certain Representations
and Warranties of the Sub-Adviser.
| (a) | The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the
Advisers Act, is a duly registered investment adviser in any and |
all states of the United
States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order
to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses
and approvals in effect during the term of this Agreement.
| (b) | The Sub-Adviser represents that it has read and understands the Prospectus and warrants that in
investing the Fund’s assets it will use all reasonable efforts to adhere to the Fund’s investment objectives, policies
and restrictions contained therein. |
| (c) | The Sub-Adviser represents that it will provide the Fund with any amendments to its Code of Ethics
and any certifications required by Rule 17j-1 under the 1940 Act. The Sub-Adviser represents that it has policies and procedures
regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as
required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. |
| (d) | The Sub-Adviser represents that, as of the date of this Agreement (which representation shall be
confirmed periodically thereafter), (1) neither it nor any of its “affiliated persons” (as defined in the 0000 Xxx)
are affiliated persons of: (i) the Adviser; (ii) to the best of its knowledge, any other sub-adviser to the Fund or the Trust or
any affiliated person of that sub-adviser; (iii) any promoter, underwriter, officer, board member, member of an advisory board,
or employee of the Fund or the Trust; or (iv) the Fund (other than by reason of serving as an investment adviser to the Fund);
and (2) to the best knowledge of the Sub-Adviser, neither the Adviser nor any of its directors or officers directly or indirectly
owns any material interest in the Sub-Adviser other than an interest through ownership of shares of a pooled investment vehicle
that is not controlled by such person (or entity). The Sub-Adviser agrees to promptly notify the Adviser if it or any of its affiliated
persons becomes an affiliated person of any of the persons set forth in (i) to (iii). |
| (e) | The Sub-Adviser represents and warrants that it will maintain written policies and procedures that
are reasonably designed to prevent violation of Federal Securities Laws as defined in Rule 38a-1 under the 1940 Act and that are
otherwise in compliance with Rule 206(4)-7 under the Advisers Act. The Sub-Adviser agrees to provide the Fund and the Adviser,
from time to time, with copies of such policies and procedures, summaries thereof and certifications with respect thereto. The
Sub-Adviser agrees to cooperate with the Fund’s Chief Compliance Officer in providing information to fulfill the requirements
of Rule 38a-1 under the 1940 Act as interpreted by the SEC or the Board of Trustees. |
5. Compliance.
| (a) | The Sub-Adviser agrees that it shall promptly notify the Adviser and the Trust: (i) in the event
that the SEC or any other regulatory authority has censured its |
activities, functions
or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation
that may result in any of these actions, (ii) of the occurrence of any event that could disqualify the Sub-Adviser from serving
as an investment adviser pursuant to Section 9 of the 1940 Act; (iii) in the event that there is a change in the Sub-Adviser, financial
or otherwise, that materially adversely affects its ability to perform services under this Agreement or (iv) upon having a reasonable
basis for believing that, as a result of the Sub-Adviser’s investing the Fund’s Assets, the Fund’s investment
portfolio has ceased to adhere to the Fund’s investment objectives, policies or restrictions as stated in the Prospectus
or is otherwise in violation of applicable law.
| (b) | The Adviser agrees that it (to the extent not prohibited by applicable law or regulation) shall
promptly notify the Sub-Adviser in the event that the SEC has censured the Adviser or the Trust; placed limitations upon any of
their activities, functions or operations; suspended or revoked the Adviser’s registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these actions. |
| (c) | The Sub-Adviser shall promptly forward, upon receipt, to the extent consistent with applicable
law and regulation, to the Adviser any correspondence from the SEC or other regulatory authority that solely and directly relates
to the Fund or the Adviser. |
| (d) | The Trust and the Adviser shall be given reasonable access to any and all records or other documents
of the Sub-Adviser at reasonable times, solely for the purpose of monitoring compliance with the terms of this Agreement, and the
rules and regulations applicable to the Sub-Adviser, relating to its providing investment advisory services to the Fund,. The Sub-Adviser
agrees to promptly cooperate with the Trust and the Adviser and their representatives in connection with requests for such records
or other documents. The Sub-Adviser shall disclose (i) any and all material violations of the Sub-Adviser’s code of ethics
by associated persons of the Sub-Adviser with respect to the Fund, (ii) the function of such person(s), and (iii) such person(s)
involvement (if any) in the provision of services by the Sub-Adviser to the Fund pursuant to this Agreement. The parties acknowledge
that the Sub-Adviser has obligations of confidentiality with respect to its clients and employees and nothing in this Agreement
shall require the Sub-Adviser to act in violation or contravention thereof. |
6. Compensation to the
Sub-Adviser.
| (a) | For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will
pay the Sub-Adviser, and the Sub-Adviser agrees to accept, a sub-advisory fee at the rate specified in Appendix A which is attached
hereto and made part of this Agreement. The fee will be computed daily based on the average daily net assets of the Assets and
will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current
SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. |
| (b) | For purposes of this Section 6 and Appendix A, the value of net assets of the Fund shall be computed
as required by the 1940 Act and in accordance with any procedures approved by the Board of Trustees for the computation of the
value of the net assets of the Fund in connection with the determination of net asset value of its shares. |
| 7. | Expenses. The Sub-Adviser shall bear all expenses (excluding brokerage costs, custodian
fees, auditors’ fees or other expenses of the Fund to be borne by the Fund or the Trust) in connection with the performance
of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but
not limited to, investment advisory fees, sub-advisory fees (other than sub-advisory fees paid pursuant to this Agreement) and
administration fees; fees for necessary professional and brokerage services to the Fund; costs relating to local administration
of securities; fees for any pricing service; the costs of the Fund’s regulatory compliance (other than costs primarily relating
to the Adviser’s or Sub-Adviser’s regulatory compliance); and the Fund’s pro rata costs associated with maintaining
the Trust’s legal existence and shareholder relations. All other Fund operating expenses not specifically assumed by the
Sub-Adviser hereunder or by the Adviser are borne by the Fund or the Trust. |
| 8. | Standard of Care and Liability of Sub-Adviser. The Sub-Adviser will not be liable for any
loss sustained by reason of a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment policy or
the purchase, sale, or retention of any security on the recommendation of the Sub-Adviser, whether or not such recommendation shall
have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or
corporation, if such recommendation shall have been made and such other individual, firm, or corporation shall have been selected
with due care and in good faith; but nothing herein contained will be construed to protect the Sub-Adviser against any liability
to the Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any
applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus
or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the Adviser or
(b) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its
reckless disregard of its obligations and duties under this Agreement (such conduct set out in clauses (a) and (b) under this Section
8, “Disqualifying Conduct”). The Adviser acknowledges that the Sub-Adviser makes no |
warranty, express or
implied, as to the performance or profitability of the Assets of the success of any investment strategy implemented by Sub-Adviser
on behalf of the Fund.
The
Sub-Adviser will have no responsibility with respect to any assets of the Fund other than those allocated to the Sub-Adviser and
will not be responsible for any consequential and indirect damages or any loss incurred by reason of any act or omission of any
broker or dealer, the custodian or any other third party or authorized representative with respect to the Fund. The
Sub-Adviser will have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance
on any written instructions from the Adviser or any authorized representative thereof, and the Adviser agrees to indemnify the
Sub-Adviser and hold it harmless from any losses or liabilities from the Sub-Adviser acting in good faith on the basis of such
instructions.
9. Disclosure Regarding
the Sub-Adviser.
| (a) | The Sub-Adviser has reviewed the disclosure about the Sub-Adviser contained in the Trust’s
registration statement, prospectus and supplements thereto and represents and warrants that, with respect to such disclosure about
the Sub-Adviser or information related, directly or indirectly, to the Sub-Adviser, such documents contain, as of the date hereof,
no untrue statement of any material fact and do not omit any statement of a material fact which is required to be stated therein
or necessary to make the statements contained therein not misleading. |
| (b) | The Sub-Adviser agrees to notify the Adviser and the Trust promptly of: (i) any statement about
the Sub-Adviser contained in the Trust’s registration statement, prospectus or supplements thereto that becomes untrue in
any material respect, (ii) any omission of a material fact about the Sub-Adviser in such documents which is required to be stated
therein or necessary to make the statements contained therein not misleading, (iii) any reorganization or change in control of
the Sub-Adviser (as such term is defined in Section 2(a)(9) of the 1940 Act, and (iv) any material change in the senior management
of the Sub-Adviser or portfolio managers responsible for managing the Assets. |
| 10. | Insurance. The Sub-Adviser shall maintain or caused to be maintained for the duration hereof,
a fidelity bond and professional liability or errors and omissions insurance in an amount or amounts sufficient to meet its obligations
to its clients, including the Fund, as determined in the reasonable discretion of the Sub-Adviser. |
11. Duration and Termination.
| (a) | This Agreement shall remain in full force until September 30, 2015 or terminated as hereinafter
provided. Notwithstanding the foregoing, this Agreement shall continue in force from year to year only as long as such continuance
is specifically approved at least annually and in the manner required by the 1940 Act. |
| (b) | This Agreement shall automatically terminate in the event of its assignment or in the event of
the termination of the Advisory Agreement. In addition, the Adviser |
has the right to terminate
this Agreement immediately upon notice if the Sub-Adviser becomes statutorily disqualified from performing its duties under this
Agreement or otherwise is legally prohibited from operating as an investment adviser.
| (c) | If a party breaches this Agreement in any material respect which is not cured within sixty (60)
days of the other party giving it written notice of such breach, the other party may effect termination of this Agreement on written
notice to the defaulting party. |
| (d) | This Agreement may be terminated at any time, without the payment by the Fund of any penalty, by
the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, or by the Adviser
as follows: the Fund may effect termination of this Agreement by action of the Board of Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Fund on sixty (60) days written notice to the Adviser and the Sub-Adviser, and the
Adviser may effect termination of this Agreement on sixty (60) days written notice to the Sub-Adviser. |
| (e) | The Sub-Adviser may terminate this Agreement upon ninety (90) days written notice to the Adviser. |
| (f) | Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments
on any unpaid balance of the compensation described in Section 6 earned prior to such termination. |
12. Confidentiality.
| (a) | Each party agrees that it shall hold in strict confidence all data and information obtained from
the other party hereto or the Fund (unless such information is or becomes readily ascertainable from public or published information
or trade sources other than through a breach of this confidentiality clause) other than in relation to its affiliates and any other
party performing functions for the Fund and such party shall ensure that its officers, employees and authorized representatives
do not disclose such information to others without the prior written consent of the party from whom it was obtained, unless such
disclosure is required by a court with competent jurisdiction, the SEC, other regulatory or official body with applicable jurisdiction,
or the Fund’s independent registered public accounting firm, or in the opinion of such party’s counsel, applicable
law, and then only with as much prior written notice to the other party as is practicable under the circumstances. |
| (b) | The Adviser, on behalf of the Fund, has legitimate business reasons to disclose to the Sub-Adviser
certain non-public portfolio holdings information of the Fund (“Holdings Information”) from time to time. The Sub-Adviser
agrees that it: |
| (i) | Will use the Holdings Information exclusively for purposes of providing services pursuant to this
Agreement that may benefit the Fund; |
| (ii) | Will not engage in any fraudulent, competitive or improper behavior based on the Holdings Information
that may disadvantage the Fund, including disclosing, trading or making investment recommendations based on the Holdings Information
to or for any party other than the Fund as provided in this Agreement; |
| (iii) | Will treat the Holdings Information as confidential and will not disclose such information to any
party other than as required to perform the services under this Agreement. This clause shall not apply to the extent that: (1)
the Holdings Information is publicly known, (2) the Holdings Information is or becomes legally known to the Sub-Adviser other than
through disclosure by the Fund, the Adviser, an affiliated person of the Fund or the Adviser or by another party bound by an obligation
of confidentiality to the Fund, or (3) the disclosure is required by law or requested by any regulatory authority or required by
statute, rule, regulation, subpoena, regulatory examination request or court order, provided, however, that the Sub-Adviser
will not make any such disclosure without first notifying the Adviser and the Fund and allowing the Adviser or the Fund a reasonable
opportunity to seek injunctive relief (or a protective order) with respect to the obligation to make such disclosure; and |
| (iv) | Will notify the Adviser if the Sub-Adviser has any knowledge of the Holdings Information having
been misused, including in violation of this Agreement. |
| 13. | Non-Exclusivity. The services of the Sub-Adviser to the Fund are not to be deemed to be
exclusive, and the Sub-Adviser 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. |
14. Use of Names.
| (a) | The Sub-Adviser acknowledges and agrees that the name DWS (whether used by itself or in combination
with other words), and abbreviations or logos associated with that name, are the valuable property of the Adviser and its affiliates;
that the Trust, the Adviser and their affiliates have the right to use such name, abbreviations and logos; and that the Sub-Adviser
shall use the name DWS, and associated abbreviations and logos, only in connection with the Sub-Adviser’s performance of
its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser
agrees to obtain prior written approval from the Adviser before using or referring to DWS, the Fund or the Trust name, or any abbreviations
or logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to
the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material does not constitute
“sales literature” or “advertising” for the Fund, as those terms are used in the rules, |
regulations and guidelines
of the SEC and FINRA. Additionally, the Adviser shall obtain the written consent of the Sub-Adviser prior to using the name “Lazard”
all related names, abbreviations, variations, and logos associated with Sub-Adviser, in any in any communication with the public,
including but not limited to, any Fund documents or marketing communication of any sort.
| (a) | The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses,
expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become
subject arising out of Disqualifying Conduct or based on the breach by the Sub-Adviser of any provisions of this Agreement or any
wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect
of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final
judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded
in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s
willful misfeasance, bad faith or negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties.
The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise.
The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the
benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be
under common control with the Adviser or the Trust and their affiliates, directors, officers, employees and agents. The Sub-Adviser’s
agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or
the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents. |
| (b) | The Adviser agrees to indemnify and hold harmless the Sub-Adviser against any losses, expenses,
claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Sub-Adviser may become subject arising
out of or based on the breach by the Adviser of any provisions of this Agreement or the Advisory Agreement, or any wrongful action
by the Adviser or its affiliates in the distribution of the Trust’s shares, or any wrongful action by the Trust other than
wrongful action that was caused by the breach by the Sub-Adviser of the provisions of this Agreement; provided, however, that the
Adviser shall not be liable under this Section 15(b) in respect of any loss, expense, claim, damage or liability to the extent
that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Adviser and
the Sub-Adviser shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted from the
Sub-Adviser’s Disqualifying Conduct. The foregoing indemnification shall be in addition to any rights that the Sub-Adviser
may have at common law or otherwise. The Adviser’s agreements in this Section 15(b) shall, upon the same terms and conditions,
extend to and inure to the benefit |
of each person who may
be deemed to control the Sub-Adviser, be controlled by the Sub-Adviser or be under common control with the Sub-Adviser and to each
of the Sub-Adviser’s and each such person’s respective affiliates, trustees/directors, officers, employees and agents.
The Adviser’s agreements in this Section 15(b) shall also extend to any of the Sub-Adviser’s successors or the successors
of the aforementioned affiliates, trustees/directors, officers, employees or agents.
| (c) | Promptly after receipt by a party indemnified under Section 15(a) or 15(b) of notice of the commencement
of any action, proceeding, or investigation for which indemnification will be sought (a “Proceeding”), such indemnified
party shall promptly notify the indemnifying party in writing; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may otherwise have to any indemnified party unless such omission results in actual material prejudice
to the indemnifying party. In case any Proceeding shall be brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to participate in and, individually or jointly with
any other indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to assume the defense of any Proceeding, the indemnifying
party shall not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party's election
to appoint counsel to represent the indemnified party in any Proceeding, the indemnified party shall have the right to employ separate
counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the indemnified
party and the indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available
to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified
party within a reasonable time after notice of the institution of such Proceeding or (iv) the indemnifying party shall authorize
the indemnified party to employ separate counsel at the expense of the indemnifying party. If the indemnifying party does not elect
to assume the defense of any action or proceeding, the indemnifying party on a monthly basis shall reimburse the indemnified party
for the reasonable legal fees and other costs of defense thereof. Regardless of whether or not the indemnifying party shall have
assumed the defense of any Proceeding, the indemnified party shall not settle or compromise the Proceeding without the prior written
consent of the indemnifying party, which shall not be unreasonably withheld, and the indemnifying party shall not settle or compromise
any Proceeding without the prior written consent of the indemnified party, which shall not be unreasonably withheld. |
| 16. | Governing Law. This Agreement shall be governed by the internal laws of the State of New
York, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act. |
| 17. | Severability. Should any part of this Agreement be held invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors. |
| 18. | Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed
sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice
to the other party at the last address furnished by the other party: |
To the Adviser:
Xxxxxxxx Xxxxxxx
Managing Director
Deutsche Investment Management Americas Inc.
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
and with a copy (which shall not constitute
notice) to:
Xxxx Xxxxxxxx
Director
Deutsche Investment Management Americas Inc.
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
To the Sub-Adviser at:
Xxxxxx Xxxx
General Counsel
Lazard Asset Management LLC
00 Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
- 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, orders
or interpretations of the SEC issued pursuant to the 1940 Act or by an written guidance or no-action relief issued or granted by
the staff of the SEC. Specifically, the terms “vote of a majority of
- the outstanding voting securities,”
“interested person,” “control,” “assignment” and “affiliated person,” as used in
this Agreement, shall have the meanings assigned to them by Section 2(a) of 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.
- Entire Agreement; Amendment.
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, or supplemented, except by a
writing signed by the parties hereto and in accordance with the 1940 Act or pursuant to applicable orders or interpretations of
the SEC or the staff of the SEC.
- Miscellaneous. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
- Anti-Money
Laundering. The Adviser agrees to provide the Sub-Adviser with any documentation that it may reasonably require in order
to comply with all applicable anti money laundering regulation, including but not limited to that of the United States. Pursuant
to Section 12 of the Agreement, the Adviser agrees that the Sub-Adviser may provide copies of such documentation to counterparties
which they may reasonably require in order to fulfill their anti-money laundering procedures.
- Certain CEA Matters.
The Adviser hereby consents to being and acknowledges that the Fund will be treated by the Sub-Adviser as a "qualified eligible
person" as defined in the rules promulgated under the United States Commodity Exchange Act (the "CEA") for the purposes
of the CEA and the regulations thereunder. The Sub-Adviser represents to the Adviser and the Fund that it is exempt from registration
as a “commodity trading adviser", as such term is defined in the CEA and the regulations.
PURSUANT TO AN EXEMPTION
FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS BROCHURE OR ACCOUNT
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING
IN A TRADING PROGRAM OR UPON THE ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING
COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR ACCOUNT DOCUMENT.
IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year
first written above.
DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS INC. |
|
LAZARD ASSET MANAGEMENT LLC |
|
|
|
By: /s/Xxxxxxxx Xxxxxxx
|
|
By: /s/Xxxxxxx X. Xxxxxxx |
Name: Xxxxxxxx Xxxxxxx
|
|
Name: Xxxxxxx X. Xxxxxxx |
Title: Managing Director |
|
By: Deputy Chairman |
DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS INC.
Name: Xxxx Xxxxxxxx
Title: Director
Appendix A
Fee Schedule
Pursuant to Section 6, the Adviser
shall pay the Sub-Adviser compensation at an annual rate as follows:
DWS Strategic Equity Long/Short Fund |
1.0 % of average daily net assets managed by the Sub-Adviser |