EXECUTION VERSION
RESEARCH, ADVISORY AND
INVESTMENT MANAGEMENT AGREEMENT
RREEF America L.L.C.
an affiliate of Deutsche Asset Management, Inc.
000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
As of April 28, 2006
Deutsche Asset Management International GmbH
We have entered into a Research, Advisory and Investment Management
Agreement with Deutsche Asset Management, Inc. ("DAMI") dated April 28, 2006,
under which DAMI has delegated to RREEF America L.L.C. ("RREEF") substantially
all of its duties under a subadvisory agreement (the "Subadvisory Agreement")
dated as of October 17, 2005, as amended from time to time, between DAMI and
Xxxx Xxxxxxx Investment Management Services, LLC (the "Adviser"), a Delaware
limited liability company, on behalf of Global Real Estate Fund (the "Fund"),
pursuant to which DAMI acts as a subadviser to the Fund. A copy of the
Subadvisory Agreement has been previously furnished to you. In furtherance of
such duties to the Fund, and with the approval of the Fund, we wish to avail
ourselves of your investment advisory and investment management services.
Accordingly, with the acceptance of the Fund, we hereby agree with you as
follows for the duration of this Agreement: 1. We hereby appoint you as an
investment manager to supervise and direct the investment and reinvestment (the
"Investments") with respect to securities of companies primarily located in the
following geographic region(s) (the "Territory"): ________Europe and
Africa_________ (the Investments in the Territory are sometimes referred to
herein as the "Portfolio"). In carrying out your investment advisory and
investment management duties hereunder, you will comply with the objectives,
guidelines and restrictions (the "Investment Guidelines) as may be agreed upon
by you and us from time to time, and also with the investment restrictions
outlined in the Fund's registration statement filed with the United States
Securities and Exchange Commission, as the same may be amended from time to
time. The Investment Guidelines may be amended at any time by written agreement
between you and us. 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.
Subject to the Investment Guidelines, you are authorized to deal with the
Investments in any way (including, without limitation, the purchase, sale,
conversion or exchange of securities, the purchase or sale of subscription
rights, the purchase or sale of foreign exchange, the exercise, purchase or sale
of option rights, and entering into futures contracts in such markets as it
considers appropriate), as well as to carry out all other customary actions
which appear to you to be appropriate in relation to the investment or
reinvestment of the Investments. Transactions in any market are subject to the
standard conditions, practices, usages and regulations, prevailing at such
market.
We agree that you are authorized to place orders directly with brokers and
dealers as permitted by the Investment Guidelines. We agree that you may select
brokers and dealers for execution of transactions relating to the Investments at
your sole discretion in accordance with the principle of best execution and in
accordance with the Investment Guidelines. In making such selection, you will
consider not only the available securities' prices, commission charges and other
fees, but also other relevant factors (such as, without limitation, execution
capabilities, research, statistical and other services provided to you by such
brokers or dealers) affecting the transaction price.
Brokerage and research services provided to you by brokers include not only
general research services but also specialized services such as First Call,
Telerate, Reuters, Bloomberg, Quotron and Topic. Research services received
consist of company analysis, technical analysis, company news, market news and
economic and market research. All of these services provided to you and for
which we agree that you shall be entitled to retain the value are reviewed
regularly and are provided to your clients as appropriate assistance to the
investment-decision making process of you.
We agree that you may from time to time direct trades to brokers which have
provided specific brokerage or research services for the benefit of your
clients; in addition, we agree that you generally plan each year to allocate
trades effected on behalf of your clients among brokers which provide superior
brokerage and research services for the benefit of your clients.
We agree that you will not be responsible for exercising any voting rights
relating to any of the Investments. We further agree that you will not provide
any legal advice or act for us in any class action proceedings involving
Investments or issuers of securities of Investments held in the Portfolio.
In dealings with third parties you will, as our authorized representative,
act in our name and for our account. We shall provide you with any specific
authorization or certification you may require.
2. We agree to pay to you, as compensation for the services to be rendered
by you pursuant to this Agreement, a monthly fee to be calculated as provided in
this Section 2. Your fee will be a percentage of the monthly fee received by us
(through DAMI) under the Subadvisory Agreement. The percentage of the fee that
you will receive will be based upon the FTSE EPRA / NAREIT Global Real Estate
Index (the "Index"). Your fee will be calculated by multiplying the total
monthly fee received by RREEF under the Subadvisory Agreement by the proportion
of total real estate investments in the Index which are attributed to your
Territory (as measured based upon the latest articulation of the Index prior to
the payment date). We will, within ten (10) days following our receipt of the
fees paid to us under the Subadvisory Agreement, calculate the dollar value of
your monthly fee and transmit the same to you in United States Dollars.
In the event that this Agreement is terminated for any reason, RREEF will
use the date of termination as the measurement date for the purpose of
determining the percentage of fees owed to you. Such fees will be prorated by
the number of days during the month of termination on which you perform the
services provided for herein. Any excess fees held by RREEF after such
calculations are made will be divided amongst RREEF and the other Regional
Subadvisers in accordance with the Index and formula listed above.
We will indemnify you for all taxes, duties, charges, fees and expenses
(including, without limitation, broker fees, dealer fees, clearing bank fees,
and legal fees) you incur as a result of your services hereunder. The
obligations contained in this sub-clause shall survive the termination of the
Agreement.
We agree to work with you, in order to make our relationship as productive
as possible for the benefit of the Fund, 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 Fund 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 Fund's portfolio holdings as confidential
information in accordance with the Fund'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 DAMI's notification to us of any amendments to the Fund'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") only if and when you have received our
prior written consent to so sub-delegate such services, and we agree that our
written consent shall not be unreasonably withheld. In no event will we provide
you with our written consent to sub-delegate the performance of your services
hereunder if we determine the sub-delegation of the performance of your services
hereunder would be in violation of the Fund's Prospectus and/or Statement of
Additional Information filed with the United States Securities and Exchange
Commission or the U.S. Investment Company Act of 1940, as amended, or the U.S.
Investment Advisers Act of 1940, as amended, or any other applicable law or
regulation.
4. You agree that you will not make a short sale of any capital stock of
the Fund, or purchase any share of the capital stock of the Fund 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. We agree to furnish you with any information with respect to the
Investments which you may reasonably require. We further agree to provide you
promptly upon the signing of this Agreement with all evidence of the necessary
power and authority of us and the persons signing the Agreement on behalf of us
to bind us in relation to dealings with you, to provide you with a list of
specimen signatures of persons entitled to act on behalf of us in all dealings
with you, and to supply copies to you of any consents required in relation to
the entering into of this Agreement and the performance of your obligations
hereunder.
Except as agreed between the parties, all information exchanged under this
Agreement shall be treated as confidential and shall not be disclosed to third
parties (excluding Group Companies and the custodian) except as required by law.
We agree that you are authorized to record every telephone conversation
held with your Advised Portfolio Group or Fund Management Department. We agree
to the recording and its storage for a limited period of time. We will inform
our employees integrated in this working process accordingly and obtain their
agreement with such recording. We will oblige such employees not to provide any
third person with the telephone numbers of your Advised Portfolio Group or Fund
Management Department.
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. You
further agree to immediately notify us should you receive information that your
status as a registered investment advisor under the U.S. Investment Advisers Act
of 1940, as amended, ceases.
8. You shall not 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 Fund, unless prior to your receipt of
such compensation we have been notified and have informed you of our
determination that you are authorized to receive a commission, fee or other
remuneration for acting as broker in connection with the sale of securities to
or by the Fund. In no event will we provide you with such a determination if we
believe the payment to you of any commission, fee, or other remuneration for
acting as a broker would be in violation of the Fund's Prospectus and/or
Statement of Additional Information filed with the United States Securities and
Exchange Commission or the U.S. Investment Company Act of 1940, as amended, or
any other applicable law or regulation.
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 Fund or another fund advised by Adviser, except to the extent such
consultation is made with respect to the Fund(s) with another affiliated adviser
in the Group Companies, or to the extent we have been notified of your desire to
consult another subadviser and we have informed you of our determination that
such consultation is permissible and appropriate. In no event will we provide
you with such a determination if we believe your consultation with any other
subadviser engaged by Adviser would be a violation of the Fund's Prospectus
and/or Statement of Additional Information filed with the United States
Securities and Exchange Commission or 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 to RREEF
America L.L.C. 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 you 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 at least annually by the affirmative vote of (i) a
majority of the members of the Fund's Board of Trustees who are not interested
persons of the Fund, you or us, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of the Fund's Board of
Trustees or the holders of a majority of the outstanding voting securities of
the Fund. This Agreement may nevertheless be terminated at any time, without
penalty, by the Fund's Board of Trustees or by vote of holders of a majority of
the outstanding voting securities of the Fund, 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 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 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 by the affirmative
vote of (i) the holders of a majority of the outstanding voting securities of
the Fund; and (ii) a majority of the members of the Fund's Board of Trustees who
are not interested persons of the Fund, 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 Fund if a majority of the
outstanding voting securities of the Fund vote to approved 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 Xxxx Xxxxxxx Funds II.
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 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. 0.000.000.0000)
With a copy to:
RREEF America L.L.C.
000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Managing Director
(Facsimile No. 0.000.000.0000)
If to Deutsche Asset Management International GmbH, to:
__ Floor
Mainzer Xxxxxxxx(xxxx)x 000-000
Xxxxxxxxx xx Xxxx, Xxxxxxx
Attention: Mr. Xxxxxxx Xxxx
Director
(Facsimile No.)
or to such other address as to which the recipient shall have informed the other
party.
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, or
the U.S. Investment Advisers 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. Notwithstanding anything in this Research, Advisory and Investment
Management Agreement to the contrary, you are not and shall not become by virtue
of this Research, Advisory and Investment Management Agreement an agent of the
Adviser or of the Fund.
16. 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 Funds II" 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 Xxxx Xxxxxxx Funds II 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 Xxxx Xxxxxxx Funds II or any portfolio thereof, but only the assets belonging
to Xxxx Xxxxxxx Funds II, or to the particular portfolio with respect to which
such obligation or claim arose, shall be liable.
17. 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 Fund, including but not limited to any material violation of the
Compliance Polices, the commencement or results of any regulatory examination
conducted, or periodic testing of the Compliance Polices, 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 the Fund 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 DAMI all reports, summaries, notifications,
certifications, and other information you are required by this paragraph to
deliver to the Adviser, and DAMI will then coordinate and deliver the same to
the Adviser on your behalf.
[Signature Page Immediately Follows]
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,
RREEF AMERICA L.L.C.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
The foregoing agreement is hereby accepted as of the date first above written.
Deutsche Asset Management International GmbH
By: /s/ Gioring Xxxx
Name: Gioring Xxxx
Title: Managing DirectorDirector
Accepted:
Global Real Estate Fund
By: _________________________________
