EXHIBIT (d)(ix)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this ___ day of June, 2005, between Deutsche Investment
Management Americas, Inc. (the "Adviser" or "DIMA") and Dreman Value
Management, L.L.C. (the "Sub-Adviser").
WHEREAS, ▇▇▇▇▇▇▇ Value Series, Inc., a Maryland corporation (the
"Corporation"), 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 ____________, 2005 (the "Advisory Agreement") with the Corporation,
pursuant to which the Adviser will act as investment adviser to the
▇▇▇▇▇▇▇ Dreman Concentrated Value Fund (the "Fund"), which is a series of
the Corporation, and will provide certain management services with respect
to the Fund; and
WHEREAS, the Adviser, with the approval of the Corporation's Board of
Directors, including a majority of the Directors 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 Corporation's Board of Directors, the Sub-Adviser shall
manage all 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 Corporation's constituent
documents and the Prospectus and with the instructions and directions of
the Adviser and of the Board of Directors of the Corporation 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.
(b) The Sub-Adviser shall determine the Assets to be purchased or sold by
the Fund and will place orders with or through such persons, brokers or
dealers to carry out the policy with respect to brokerage set forth in the
Corporation's registration statement and the Fund's Prospectus or as the
Board of Directors or the Adviser may direct from time to time, in
conformity with federal securities laws. 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
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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
instructions and directions of the Adviser or the Board of Directors, 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 directions of the Adviser or the Board of Directors,
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 to the Fund. In no instance, however, will the Fund's
Assets be purchased from or sold to the Adviser, the Sub-Adviser, any
other sub-adviser of the Corporation or other registered investment
companies (or series or portions thereof) that may be deemed to be under
common control, the Corporation's principal underwriter, or any affiliated
person of either the Corporation, the Adviser, the Sub-Adviser or any
other sub-adviser of the Corporation or other registered investment
companies (or series or portions thereof) that may be deemed to be under
common control, or the Corporation'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 and approved
by the Adviser and the Board of Directors. The Adviser or its affiliates
may, from time to time, engage other sub-advisers to advise series of the
Corporation (or portions thereof) or other registered investment companies
(or series or portions thereof) that may be deemed to be under common
control (each a "Sub-Advised Fund"). The Sub-Adviser agrees that it will
not consult with any other sub-adviser engaged by the Adviser or it
affiliates with respect to transactions in securities or other assets
concerning the Fund or another Sub-Advised Fund, except to the extent
permitted by the 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 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
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Corporation as may be in effect from time to time, 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 Directors, as the case may be, is so obtained.
(c) The Sub-Adviser shall maintain 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 Corporation. The Sub-Adviser shall
provide to the Adviser or the Board of Directors 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
Directors may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained 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 Corporation 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 Corporation 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 Corporation's officers
and its independent public accountants 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 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 adequate 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 available to
meet with the officers of the Adviser and the Corporation's officers and
Directors on due notice to review the investments and investment program
of the Fund in the light of current and
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prospective economic and market conditions. In addition, the Sub-Adviser
shall, on the Sub-Adviser's own initiative, and as reasonably requested by
the Adviser, for itself and on behalf of the Corporation, 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
Directors of the Corporation or the Adviser may reasonably request, the
Sub-Adviser will furnish to the Adviser and Corporation's officers and to
each of its Directors, 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 Corporation 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.
(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 request of 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
Corporation in any way or otherwise be deemed to be an agent of the Fund,
the Corporation 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 impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.
(h) The Adviser, subject to concurrence and delegation by the
Corporation's Board of Directors, may determine from time to time whether
it or the Sub-Adviser will be responsible for voting proxies received with
respect to securities held by 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
Corporation's constituent documents, the Prospectus, the instructions and
directions of the Board of Directors 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.
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3. DELIVERY OF DOCUMENTS. (a) The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(i) The Corporation's Articles of Incorporation, as in effect on the date
of this Agreement and as amended from time to time (herein called the
"Articles of Incorporation");
(ii) By-Laws of the Corporation; and
(iii) Prospectus of the Fund.
(b) The Sub-Adviser has furnished the Adviser with copies properly
certified or authenticated of each of the following documents:
(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;
(iii) The Sub-Adviser's Form ADV; and
(iv) The Sub-Adviser's Code of Ethics adopted pursuant to Rule 17j-1 under
the 1940 Act.
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.
(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 ▇▇▇▇
▇▇▇) are affiliated persons of: (i) the Adviser; (ii) any other
sub-adviser to the Fund or the Corporation 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 Corporation;
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
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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. 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.
5. COMPLIANCE.
(a) The Sub-Adviser agrees that it shall promptly notify the Adviser and
the Corporation: (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) in the event that there is a change in the Sub-Adviser, financial or
otherwise, that adversely affects its ability to perform services under
this Agreement or (iii) 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 shall promptly notify the Sub-Adviser in
the event that the SEC has censured the Adviser or the Corporation; 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 immediately forward, upon receipt, to the
Adviser any correspondence from the SEC or other regulatory authority that
relates to the Fund.
(d) The Corporation and the Adviser shall be given 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, including without
limitation records relating to trading by employees of the Sub-Adviser for
their own accounts and on behalf of other clients. The Sub-Adviser agrees
to promptly cooperate with the Corporation and the Adviser and their
representatives in connection with requests for such records or other
documents.
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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
calculated based on the average daily net assets of the Fund 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, 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 Directors 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 Corporation) 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; and pro rata costs associated
with maintaining the Corporation'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
Corporation.
8. STANDARD OF CARE AND LIABILITY OF SUB-ADVISER. The Sub-Adviser will not be
liable for any loss sustained by reason of 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 Corporation's Board of Directors 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.
9. DISCLOSURE REGARDING THE SUB-ADVISER
(a) The Sub-Adviser has reviewed the disclosure about the Sub-Adviser
contained in the Corporation's registration statement, prospectus and
supplements thereto and
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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 Corporation
promptly of: (i) any statement about the Sub-Adviser contained in the
Corporation'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, or (iii) any reorganization or change in the Sub-Adviser,
including any change in its ownership or key employees, including
portfolio managers.
10. INSURANCE. The Sub-Adviser shall maintain for the duration hereof, with an
insurer acceptable to the Adviser, a blanket 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.
11. DURATION AND TERMINATION.
(a) This Agreement shall become effective with respect to the Fund on the
first business day following the date it is approved in the manner
required by the 1940 Act and shall remain in full force until terminated
or not annually approved 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, with the first annual renewal to
be coincident with the next renewal of the Advisory Agreement.
(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 upon
immediate 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 Directors of the Fund, or by vote
of a majority of the outstanding voting securities of the Fund, or by the
Adviser. The Fund may effect termination of this Agreement by action of
the Board of Directors 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. The Adviser may effect
termination of this Agreement on sixty (60) days written notice to the
Sub-Adviser.
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(e) The Sub-Adviser may terminate this Agreement upon ninety (90) days
written notice to the Adviser.
(f) As used in this Section 11, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act, subject to such exceptions as may be
granted by the SEC under the 1940 Act.
(g) 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 another party hereto (unless such information is
or becomes readily ascertainable from public or published information or
trade sources) and 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 the SEC, other regulatory body with
applicable jurisdiction, or the Corporation's auditors, or in the opinion
of its 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
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(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. USE OF NAMES.
(a) The Sub-Adviser acknowledges and agrees that the name ▇▇▇▇▇▇▇ (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 Corporation, the Adviser and their affiliates
have the right to use such name, abbreviations and logos; and that the
Sub-Adviser shall use the name ▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇, or ▇▇▇▇▇▇▇ Dreman Concentrated Value Fund 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 the National Association of Securities Dealers, Inc.
(b) The Adviser acknowledges that "Dreman" is distinctive in connection
with investment advisory and related services provided by the Sub-Adviser,
the "Dreman" name is a property right of the Sub-Adviser, and the "Dreman"
name as used in the name of the Fund is understood to be used by the
Corporation upon the conditions hereinafter set forth; provided that the
Corporation may use such name only so long as the Sub-Adviser shall be
retained as the investment sub-adviser of the Fund pursuant to the terms
of this Agreement.
(c) The Adviser acknowledges that the Corporation and its agents may use
the "Dreman" name in the name of the Fund for the period set forth herein
in a manner not inconsistent with the interests of the Sub-Adviser and
that the rights of the Corporation and its agents in the "Dreman" name are
limited to their use as a component of the Fund's name and in connection
with accurately describing the activities of the Fund, including use with
marketing and other promotional and informational material relating to the
Fund. In the event that the Sub-Adviser shall cease to be the investment
sub-adviser of the Fund, then the Corporation at its own or the Adviser's
expense, upon the Sub-Adviser's written request: (i) shall cease to use
the Sub-Adviser's name as part of the name of the Fund or for any other
commercial purpose (other than referring to the Fund's former name in the
Corporation's Registration Statement, proxy materials and other
Corporation documents to the extent required by law, referring to the
Fund's performance record for the period for which the Sub-Adviser
subadvised the Adviser in respect of the Fund and, for a reasonable period
using the name in informing others of the name change); and (ii) shall use
its best efforts to cause the Corporation's officers and directors to take
any and all actions which may be necessary or desirable to effect the
foregoing and to reconvey to the Sub-Adviser all rights which the
Corporation may have to such name. The Adviser agrees to take any and all
reasonable actions as may be
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necessary or desirable to effect the foregoing and the Sub-Adviser agrees
to allow the Corporation and its agents a reasonable time to effectuate
the foregoing.
(d) The Sub-Adviser hereby agrees and consents to the use of the
Sub-Adviser's name upon the foregoing terms and conditions.
14. INDEMNIFICATIONS.
(a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and
the Corporation against any losses, expenses, claims, damages or
liabilities (or actions or proceedings in respect thereof) to which the
Adviser or the Corporation may become subject arising out of 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 14(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
Corporation, 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 Corporation's willful misfeasance, bad
faith or gross negligence or by reason of the reckless disregard by the
Adviser or the Corporation of its duties. The foregoing indemnification
shall be in addition to any rights that the Adviser or the Corporation may
have at common law or otherwise. The Sub-Adviser's agreements in this
Section 14(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 Corporation, be controlled by the Adviser or the
Corporation, or be under common control with the Adviser or the
Corporation and their affiliates, directors, officers, employees and
agents. The Sub-Adviser's agreement in this Section 14(a) shall also
extend to any of the Corporation's, Fund's, and Adviser's successors or
the successors of the aforementioned affiliates, 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
Corporation's shares, or any wrongful action by the Corporation 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 14(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
primarily from the Sub-Adviser's willful misfeasance, bad faith or gross
negligence or by reason of the reckless disregard by the Sub-Adviser of
its duties. 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 14(b) shall, upon the same terms and
conditions, extend to and inure to the benefit of each person who may be
deemed to
11
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, directors, officers, employees
and agents. The Adviser's agreements in this Section 14(b) shall also
extend to any of the Sub-Adviser's successors or the successors of the
aforementioned affiliates, directors, officers, employees or agents.
(c) Promptly after receipt by a party indemnified under Section 14(a) or
14(b) of notice of the commencement of any action, proceeding, or
investigation for which indemnification will be sought, 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 action or 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 action or 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. 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 action or
proceeding, the indemnified party shall not settle or compromise the
action or proceeding without the prior written consent of the indemnifying
party, which shall not be unreasonably withheld.
15. 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.
16. 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.
17. 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:
Mr. A. ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Managing Director
Global Head Asset Management Legal
12
Deutsche Investment Management Americas Inc.
Floor 27
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
and with a copy (which shall not constitute notice) to:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
Head of Product Development & Implementation
Deutsche Investment Management Americas Inc.
Floor 27
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Sub-Adviser at:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Managing Director and Chief Operating Officer
Dreman Value Management L.L.C.
c/o Contrarian Services Corp.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
18. 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.
A copy of the Articles of Incorporation are on file with the Secretary of
the state of Maryland, and notice is hereby given that the obligations of
this instrument are not binding upon any of the Directors, officers or
shareholders of the Fund or the Corporation.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the SEC, whether of special or general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
13
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 DREMAN VALUE MANAGEMENT, L.L.C.
MANAGEMENT AMERICAS, INC.
By: _________________________________ By: _________________________________
Name: A. ▇▇▇▇▇▇ ▇▇▇▇▇ Name:
Title: Managing Director Title:
14
APPENDIX A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC.
AND
DREMAN VALUE MANAGEMENT, L.L.C.
Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
0.40% For the first $250 million
0.39% For the next $750 million
0.38% For the next $1.5 billion
0.37% Thereafter
15