Exhibit(d)(i)
FORM OF INVESTMENT ADVISORY AGREEMENT
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THIS AGREEMENT is made as of the 30th day of July, 2002 by and between
INTERNATIONAL EQUITY PORTFOLIO, a New York trust (the `Trust'), and DEUTSCHE
ASSET MANAGEMENT, INC., a Delaware corporation (the `Advisor') .
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the `1940 Act'), consisting of several series of shares, each having
its own investment policies;
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide investment advisory services for the Portfolioon the terms and
conditions hereinafter set forth ;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment of Investment Advisor. The Trust hereby appoints the
Advisor to act as the investment advisor of the Portfolio listed in Schedule A
to this Agreement (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
section 11, being herein referred to as `a Series', and collectively as `the
Series'). The Advisor shall manage the Portfolio's affairs and shall supervise
all aspects of the Portfolio's operations (except as otherwise set forth
herein), including the investment and reinvestment of the cash, securities or
other properties comprising the Portfolio's assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the
Portfolio the benefit of its best judgment, efforts and facilities in rendering
its services as Advisor.
2. Delivery of Documents. The Trust has furnished the Advisor with
copies properly certified or authenticated of each of the following:
(a) The Trust's Declaration of Trust, filed with the State of
New York on December 11, 1991 and all amendments thereto (such
Declaration of Trust, as presently in effect and as it shall from time
to time be amended, is herein called the `Declaration of Trust');
(b) Resolutions of the Trust's Board of Trustees and
shareholders authorizing the appointment of the
Advisor and approving this Agreement;
(c) The Trust's Registration Statement on Form N-1A under the
Investment Company Act of 1940, as amended (the `1940 Act') (File No.
811-6702) and, [for the Trust's series, under the Securities Act of
1933 (the `1933 Act') as filed with the Securities and Exchange
Commission (`SEC') relating to the shares of the Trust and its series,
and all amendments thereto; and
The Trust will furnish the Advisor from time to time with copies,
properly certified or authenticated, of all amendments or supplements to the
foregoing, if any, and all documents, notices and reports filed with the SEC.
The Advisor will provide the Trust with copies of its Form ADV,
including all amendments thereto, as filed with the SEC.
3. Duties of Investment Advisor. In carrying out its obligations under
Section 1 hereof, the Advisor shall:
(a) supervise and manage all aspects of the Portfolio's,
except for distribution services;
(b) formulate and implement continuing programs for the
purchases and sales of securities, consistent with the investment
objective and policies of the Portfolio;
(c) provide the Trust with, or obtain for it, adequate office
space and all necessary office equipment and services,
including telephone service, utilities, stationery, supplies
and similar items for the Trust's principal office;
(d) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally or the Portfolio, and whether concerning the
individual issuers whose securities are included in the
Portfolio's portfolio or the activities in which they engage,
or with respect to securities which the Advisor considers
desirable for inclusion in thePortfolio's portfolio;
(e) determine which issuers and securities shall be represented
in a Series' portfolio and regularly report thereon to the Trust's
Board of Trustees; and
(f) take all actions necessary to carry into effect the
Portfolio's purchase and sale programs.
4. Portfolio Transactions. The Advisor is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Portfolio and is directed to use its reasonable best efforts
to obtain the best net results as described from time to time in the Portfolio
prospectus and statement of additional information. The Advisor will promptly
communicate to the Administrator and to the officers and the Trustees of the
Trust such information relating to portfolio transactions as they may reasonably
request.
It is understood that the Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of
any obligation owing to the Trust under this Agreement, or otherwise, solely by
reason of its having directed a securities transaction on behalf of the
Portfolio to a broker-dealer in compliance with the provisions of Section 28(e)
of the Securities Exchange Act of 1934 or as otherwise permitted from time to
time by the Portfolio's prospectus and statement of additional information.
Subject to the policies established by the Board in compliance with
applicable law, the Advisor may direct DB Securities, Inc. (`DB Securities') or
any of its affiliates to execute portfolio transactions for the Portfolio on an
agency basis. The commissions paid to DB Securities or any of its affiliates
must be, as required by Rule 17e-1 under the 1940 Act, `reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities . . . during a comparable period of time.' If the purchase or sale of
securities consistent with the investment policies of the Portfolio or one or
more other accounts of the Advisor is considered at or about the same time,
transactions in such securities will be allocated among the accounts in a manner
deemed equitable by the Advisor. DB Securities or any of its affiliates and the
Advisor may combine such transactions, in accordance with applicable laws and
regulations, in order to obtain the best net price and most favorable execution.
The Trust on behalf of the Portfolio will not deal with the Advisor or
DB Securities or any of its affiliates in any transaction in which the Advisor
or DB Securities or any of its affiliates acts as a principal with respect to
any part of the Portfolio's order, except in compliance with rules of the SEC.
If DB Securities or any of its affiliates is participating in an underwriting or
selling group, a Series may not buy portfolio securities from the group except
in accordance with policies established by the Board in compliance with rules of
the SEC.
5. Control by Board of Trustees. Any management or supervisory
activities undertaken by the Advisor pursuant to this Agreement, as well as any
other activities undertaken by the Advisor on behalf of the Portfolio pursuant
thereto, shall at all times be subject to any applicable directives of the
Board.
6. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
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(a) all applicable provisions of the 1940 Act and any rules
and regulations adopted thereunder;
(b) the provisions of the Registration Statement of the
Portfolio under the 1933 Act and the 1940 Act;
(c) the provisions of the Declaration of Trust;
(d) any other applicable provisions of state and federal law.
7. Expenses. The expenses connected with the Portfolio shall be
allocable between the Trust and the Advisor as follows:
(a) The Advisor shall furnish, at its expense and without cost
to the Trust, the services of one or more officers of the Advisor, to
the extent that such officers may be required by the Trust for the
proper conduct of its affairs.
(b) The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust , including, without limitation: payments
to the Trust's distributor under the Trust's plan of distribution; the
charges and expenses of any registrar, any custodian or depository
appointed by the Trust for the safekeeping of the Portfolio's cash,
portfolio securities and other property, and any transfer, dividend or
accounting agent or agents appointed by the Trust; brokers' commissions
chargeable to the Trust on behalf of the Portfolio in connection with
portfolio securities transactions to which the Trust is a party; all
taxes, including securities issuance and transfer taxes, and fees
payable by the Trust to Federal, State or other governmental agencies;
the costs and expenses of engraving or printing of certificates
representing shares of the Trust; all costs and expenses in connection
with the registration and maintenance of registration of the Trust and
its shares with the SEC and various states and other jurisdictions
(including filing fees, legal fees and disbursements of counsel); the
costs and expenses of printing, including typesetting, and distributing
prospectuses and statements of additional information of the Trust and
supplements thereto to the Trust's shareholders; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and
travel expenses of Trustees or Trustee members of any advisory board or
committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash;
charges and expenses of any outside service used for pricing of the
Trust's shares; charges and expenses of legal counsel, including
counsel to the Trustees of the Trust who are not interested persons (as
defined in the ▇▇▇▇ ▇▇▇) of the Trust and of independent certified
public accountants, in connection with any matter relating to the
Trust; membership dues of industry associations; interest payable on
Trust borrowings; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its
benefit; extraordinary expenses (including but not limited to, legal
claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Series' or
Trust's operation unless otherwise explicitly provided herein.
8. Delegation of Advisory Services. Subject to the prior approval of a
majority of the members of the Trust's Boards of Trustees, including a majority
of the Trustees who are not `interested persons,' as defined in the 1940 Act,
the Advisor may, through a sub-advisory agreement or other arrangement, delegate
to any other company that the Advisor controls, is controlled by, or is under
common control with, or to specified employees of any such companies, or to more
than one such company, to the extent permitted by applicable law, certain of the
Advisor's duties enumerated in section 1 hereof, and may adjust the duties of
such entity, the portion of portfolio assets of the Series that such entity
shall manage and the fees to be paid to such entity, subject to the prior
approval of the members of the Trust's and the Series' Board of Trustees who are
not `interested persons,' as defined in the 1940 Act; provided, that the Advisor
shall continue to supervise the services provided by such company or employees
and any such delegation shall not relieve the Advisor of any of its obligations
hereunder.
9. Compensation. For the services to be rendered and the expenses
assumed by the Advisor, the Trust shall pay to the Advisor monthly compensation
in an amount equal to the rate of 0.65% of the Portfolio's average daily net
assets..
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Except as hereinafter set forth, compensation under this Agreement
shall be calculated and accrued daily and the amounts of the daily accruals
shall be paid monthly. If this Agreement becomes effective subsequent to the
first day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.
In the event of termination of this Agreement, the advisory fee shall
be computed on the basis of the period ending on the last business day on which
this Agreement is in effect subject to a pro rata adjustment based on the number
of days elapsed in the current month as a percentage of the total number of days
in such month.
In addition to the foregoing, the Advisor may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Advisor. Any such fee
reduction or undertaking may be discontinued or modified by the Advisor at any
time.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this Agreement.
10. Non-Exclusivity. The services of the Advisor to the Trust on behalf
of each Series are not to be deemed to be exclusive, and the Advisor shall be
free to render investment advisory or other services to others (including other
investment companies) and to engage in other activities, so long as its services
under this Agreement are not impaired thereby. It is understood and agreed that
officers or directors of the Advisor may serve as officers or Trustees of the
Trust, and that officers or Trustees of the Trust may serve as officers or
directors of the Advisor to the extent permitted by law; and that the officers
and directors of the Advisor are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, trustees or directors of any other firm, trust or
corporation, including other investment companies.
11. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall remain in effect with respect to the Portfolio until
two years from the date first set forth above, and thereafter, for periods of
one year so long as such continuance thereafter is specifically approved at
least annually (a) by the vote of a majority of those Trustees of the Trust who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio, subject to the right of the Trust and the
Advisor to terminate this contract as provided in this Section 12; provided,
however, that if the shareholders of the Portfolio fail to approve the Agreement
as provided herein, the Advisor may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act as modified or interpreted by any
applicable order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC thereunder. The foregoing requirement that
continuance of this Agreement be `specifically approved at least annually' shall
be construed in a manner consistent with the 1940 Act as modified or interpreted
by any applicable order or orders of the SEC or any rules or regulations adopted
by, or interpretative releases of, the SEC thereunder.
This Agreement may be terminated as to the Portfolio at any time,
without the payment of any penalty by vote of a majority of the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Portfolio on not less than 60 days' written notice to the Advisor, or by the
Advisor at any time without the payment of any penalty, on 90 days written
notice to the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment. Any notice under this Agreement shall be given
in writing, addressed and delivered, or mailed postpaid, to the other party at
any office of such party.
As used in this Section 12, the term `assignment' shall have the
meaning as set forth in the 1940 Act as modified or interpreted by any
applicable order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC.
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12. Limitation of Liability of the Advisor; Indemnification.
The Advisor shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio in connection with the matters
to which this Agreement relates, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
13. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Currently such addresses are as follows: if to the Trust , ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, if to the Advisor, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ .
14. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. Entire Agreement. This Agreement states the entire agreement of the
parties hereto, and is intended to be the complete and exclusive statement of
the terms hereof. It may not be added to or changed orally, and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act as modified or interpreted by any applicable order
or orders of the SEC or any rules or regulations adopted by, or interpretative
releases of, the SEC, when applicable.
16. Reports. The Trust and the Advisor agree to furnish to each other,
if applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
17. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Advisor on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust on request.
18. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is modified or interpreted by any applicable
order or orders of the SEC or any rules or regulations adopted by, or
interpretative releases of, the SEC thereunder, such provision shall be deemed
to incorporate the effect of such order, rule, regulation or interpretative
release. Otherwise the provisions of this Agreement shall be interpreted in
accordance with the laws of Maryland.
19. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
[SEAL] INTERNATIONAL EQUITY PORTFOLIO
Attest: By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
[SEAL] DEUTSCHE ASSET MANAGEMENT, INC.
Attest: By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
[SEAL]
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Attest:
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Name:
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SCHEDULE A
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TO
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INVESTMENT ADVISORY AGREEMENT
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MADE AS OF JULY 30, 2002
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BETWEEN
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INTERNATIONAL EQUITY PORTFOLIO AND DEUTSCHE ASSET MANAGEMENT, INC.
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Trust Series
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International Equity Portfolio International Equity Fund Investment
International Equity Fund Class A, B, C
International Equity Fund Institutional Class I
International Equity Fund Insitutional Class II
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