EXHIBIT (d)
FORM OF INVESTMENT MANAGEMENT AGREEMENT
THIS INVESTMENT MANAGEMENT AGREEMENT ("Agreement") is made as of the _____
day of _______________, 1999, by and between RREEF Securities Trust, a Delaware
business trust, (hereinafter called the "Trust") and RREEF America, LLC, a
Delaware limited liability company (hereinafter called the "Investment
Manager").
WHEREAS, the parties hereto desire to enter into this Agreement to arrange
for investment management services to be provided by the Investment Manager for
all classes of shares issued by the Trust;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Investment Management Services. The Investment Manager shall supervise
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the investments of each series of shares of the Trust listed in Schedule A to
this Agreement. Each such series is sometimes hereinafter referred to as a
"Fund." In such capacity, the Investment Manager shall either directly, or
through the utilization of others as contemplated by Section 7 below, maintain a
continuous investment program for each such series, determine what securities
shall be purchased or sold by each such series, secure and evaluate such
information as it deems proper, and take whatever action is necessary or
convenient to perform its functions, including the placing of purchase and sale
orders.
2. Compliance with Laws. All functions undertaken by the Investment
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Manager hereunder shall at all times conform to and be in accordance with any
requirements imposed by (1) the Investment Company Act of 1940, as amended, (the
"Investment Company Act") and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law; (3) the Trust's Declaration of Trust
and Bylaws, each as amended from time to time; and (4) the registration
statement(s) of the Trust, as amended from time to time, filed under the
Securities Act of 1933 and the Investment Company Act.
3. Supervision by Trustees. All of the functions undertaken by the
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Investment Manager hereunder shall at all times be subject to the direction of
the Trustees of the Trust, its executive committee, or any committee or officers
of the Trust acting under the authority of the Trustees.
4. Payment of Expenses. The Investment Manager will pay all expenses of
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managing and operating any Fund listed in Schedule A to this Agreement other
than brokerage expenses, taxes, interest, fees and expenses of those Trustees
who are not "interested persons" as defined in the Investment Company Act
(hereinafter referred to as the "Independent Trustees") (including legal counsel
fees), and extraordinary expenses. The Investment Manager will provide the
Trust with all physical facilities and personnel required to carry on the
business of each such series, including, but not limited to office space, office
furniture, fixtures and equipment, office supplies, computer hardware and
software, and salaried and hourly paid personnel. The
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Investment Manager may at its expense employ others to provide all or any part
of such facilities and personnel.
5. Account Fees. The Trust, by resolution of the Board of Trustees,
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including a majority of the Independent Trustees, may from time to time
authorize the imposition of a fee as a direct charge against shareholder
accounts of any series, such fee to be retained by the Trust or to be paid to
the Investment Manager to defray expenses which would otherwise be paid by the
Investment Manager in accordance with the provisions of paragraph 4 of this
Agreement. At least sixty (60) days' prior written notice of the intent to
impose such fee must be given to the shareholders of the affected series.
6. Management Fees.
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(a) In consideration of the services provided by the Investment Manager,
each series of shares of the Trust listed in Schedule A to this Agreement shall
pay to the Investment Manager a per annum management fee (hereinafter, the
"Applicable Fee") as set forth in Schedule B to this Agreement. On the first
business day of each month, each such series of shares shall pay the management
fee, at the applicable rate, for the previous month. The fee for the previous
month shall be calculated by multiplying the Applicable Fee for each such series
by the aggregate average daily closing value of the net assets of each such
series during the previous month, and further multiplying that product by a
fraction, the numerator of which shall be the number of days in the previous
month, and the denominator of which shall be 365 (366 in leap years).
(b) In the event that the Trustees of the Trust shall determine to issue
any additional series of shares for which it is proposed that the Investment
Manager serve as investment manager, the Trust and the Investment Manager may
enter into an Addendum to this Agreement setting forth the name of the series,
the Applicable Fee, and such other terms and conditions as are applicable to the
management of such series of shares.
7. Subcontracts. In rendering the services to be provided pursuant to
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this Agreement, the Investment Manager may, from time to time, engage or
associate itself with such persons or entities as it determines are necessary or
convenient in its sole discretion and may contract with such persons or entities
to obtain information, investment advisory and management services, or such
other services as the Investment Manager deems appropriate. Any fees,
compensation, or expenses to be paid to any such person of entity shall be paid
by the Investment Manager, and no obligation to such person or entity shall be
incurred on behalf of the Trust. Any arrangement entered into pursuant to this
paragraph shall, to the extent required by law, be subject to the approval of
the Trustees of the Trust, including a majority of the Independent Trustees, and
the shareholders of the Trust.
8. Continuation of Agreement. This Agreement shall continue in effect,
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unless sooner terminated as hereinafter provided, for a period of two years from
the execution hereof, and for as long thereafter as its continuance is
specifically approved at least annually (a) by the Trustees of the Trust or by
the vote of a majority of the outstanding class of voting securities of each
series and (b) by the vote of a majority of the Trustees of the Trust who are
not parties to the
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Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
9. Termination. This Agreement may be terminated by the Investment
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Manager at any time without penalty upon giving the Trust sixty (60) days'
written notice, and may be terminated at any time without penalty by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of each series on sixty (60) days' written notice to the Investment
Manager.
10. Effect of Assignment. This Agreement shall automatically terminate in
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the event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
11. Other Activities. Nothing herein shall be deemed to limit or restrict
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the right of the Investment Manager, or the right of any of its officers,
directors, or employees (who may also be a Trustee, officer, or employee of the
Trust), to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.
12. Standard of Care. In the absence of willful misfeasance, bad faith,
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gross negligence, or reckless disregard of its obligations or duties hereunder
on the part of the Investment Manager, it, as an inducement to it to enter into
this Agreement, shall not be subject to liability to the Trust or to any
shareholder of the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained in
the purchase, holding, or sale of any security.
13. Non-Liability of Trustees and Shareholders. Any obligation of the
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Trust hereunder shall be binding only upon the assets of the Trust or the
applicable series thereof, and shall not be binding upon any Trustee, officer,
employee, agent, or shareholders of the Trust. Neither the authorization of any
action by the Trustees or the shareholders of the Trust nor the execution of
this Agreement on behalf of the Trust shall impose any liability upon any
Trustee or any shareholder.
14. Use of Investment Manager's Name. The Trust may use the name "RREEF
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Securities Trust" and the series names listed in Schedule A or any other name
derived from the name "RREEF" only for so long as this Agreement or any
extension, renewal, or amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the business of
the Investment Manager as investment adviser. At such time as this Agreement or
any extension, renewal, or amendment hereof, or such other similar agreement
shall no longer be in effect, the Trust will cease to use any name derived from
the name "RREEF" or otherwise connected with the Investment Manager, or with any
organization which shall have succeeded to the Investment Manager's business as
investment adviser.
15. Separate Agreement. The parties hereto acknowledge that certain
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provisions of the Investment Company Act, in effect, treat each series of shares
of an investment company as a
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separate investment company. Accordingly, the parties hereto hereby acknowledge
and agree that, to the extent deemed appropriate and consistent with the
Investment Company Act, this Agreement shall be deemed to constitute a separate
agreement between the Investment Manager and each series of shares of the Trust
managed by the Investment Manager.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first above
written.
RREEF SECURITIES TRUST RREEF America, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ____________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ________________________
Title: Trustee Title:________________________
Attest:/s/ ________________ Attest: /s/ ___________________
Name: _________________ Name: _______________________
Title: _________________ Title: _______________________
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RREEF SECURITIES TRUST
INVESTMENT MANAGEMENT AGREEMENT
SCHEDULE A
The series of the Trust currently subject to this Agreement are as follows:
Effective Date
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RREEF Real Estate Securities Fund _______________, 1999
Dated: ________________, 1999
RREEF SECURITIES TRUST
INVESTMENT MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Section 6 of this Agreement shall be calculated in
accordance with the fee rate applicable to the average daily net assets of each
of the series of the Trust listed below:
Name of Series Applicable Fee Rate
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RREEF Real Estate Securities Fund 1.00%
Dated: ________________, 1999