[FORM OF]
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY
AND SERVICE AGREEMENT
THIS INTERIM AGREEMENT is entered into this 23rd
day of July, 2001 by and between Dresdner RCM Global
Funds, Inc. (the Company), on behalf of Dresdner RCM
Fund, a series of the Company (the Fund) and Dresdner
RCM Global Investors LLC (the Investment Manager).
1. Appointment and Acceptance of Appointment of the
Investment Manager
(a) Subject to express provisions and limitations set
forth in the Companys Articles of Incorporation,
Bylaws, Form N-1A Registration Statement under the
Investment Company Act of 1940,as amended
(the 0000 Xxx) and under the Securities Act of 1933,
as amended (the 1933 Act), and the Funds prospectus
as in use from time to time, as well as to the factors
affecting the Companys status as a regulated investment
company under the Internal Revenue Code of 1986,
as amended, the Company hereby grants to the Investment
Manager and the Investment Manager hereby accepts full
discretionary authority to manage the investment and
reinvestment of the cash, securities, and other assets
of the Fund (the Portfolio) presently held by State
Street Bank and Trust Company (the Custodian), any
proceeds thereof, and any additions thereto, in the
Investment Managers discretion. In the performance of
its duties hereunder, the Investment Manager shall
further be bound by any and all determinations by the
Board of Directors of the Company relating to the
investment objectives policies or restrictions of the
Fund, which determinations shall be communicated in
writing to the Investment Manager. For all purposes
herein, the Investment Manager shall be deemed an
independent contractor of the Company.
2.Powers of the Investment Manager Subject to the
limitations provided in Section 1 hereof, the
Investment Manager is empowered hereby, through
any of its partners, principals, or appropriate
employees, for the benefit of the Fund:
(a) to invest and reinvest in shares, stocks, bonds,
notes and other obligations of every description
issued or incurred by governmental bodies,
corporations, mutual funds, trusts, associations
or firms, in trade acceptances and other commercial
paper, and in loans and deposits at interest on
call or on time, whether or not secured by
collateral;
(b) to purchase and sell commodities or commodities
contracts and investments in put, call, straddle, or
spread options;
(c) to enter into forward, future, or swap contracts
withrespect to the purchase and sale of securities,
currencies, commodities, and commodities contracts;
(d) to lend its portfolio securities to brokers,
dealers and other financial institutions;
(e) to buy, sell, or exercise options, rights
and warrants
to subscribe for stock or securities;
(f) to engage in any other types of investment
transactions described in the Funds Prospectus and
Statement of Additional Information; and
(g) to take such other action, or to direct the
Custodian to take such other action, as may be
necessary or desirable to carry out the purpose and
intent of the foregoing.
3. Execution of Portfolio Transactions
(a) The Investment Manager shall provide adequate
facilities and qualified personnel for the placement
of, and shall place,orders for the purchase, or other
acquisition, and sale, or other disposition, of
portfolio securities or other portfolio assets for
the Fund.
(b) Unless otherwise specified in writing to the
Investment Manager by the Fund, all orders for the
purchase and sale of securities for the Portfolio
shall be placed in such markets and through such
brokers as in the Investment Managers best judgment
shall offer the most favorable price and market
for the execution of each transaction; provided,
however, that, subject to the above, the Investment
Manager may place orders with brokerage firms that
have sold shares of the Fund or that furnish
statistical and other information to the Investment
Manager, taking into account the value and quality
of the brokerage services of such firms, including
the availability and quality of such statistical
and other information. Receipt by the Investment
Manager of any such statistical and other information
and services shall not be deemed to give rise to
any requirement for abatement of the advisory
fee payable to the Investment Manager pursuant to
Section 5 hereof and Appendix A hereto.
(c) The Fund understands and agrees that the
Investment Manager may effect securities transactions
which cause the Fund to pay an amount of commission
in excess of the amount of commission another broker
would have charged, provided, however, that the
Investment Manager determines in good faith that
such amount of commission is reasonable in relation
to the value of Fund share sales, statistical,
brokerage and other services provided by such broker,
viewed in terms of either the specific transaction or
the Investment Managers overall responsibilities to
the Fund and other clients for which the Investment
Managerexercises investment discretion. The Fund also
understands that the receipt and use of such services
will not reduce the Investment Managers customary and
normal research activities.
(d) The Fund understands and agrees that:
(i) the Investment Manager performs investment
management services for various clients and that the
Investment Manager may take action with respect to
any of its other clients which may differ from action
taken or from the timing or nature of action taken with
respect to the Portfolio, so long as it is the
Investment Managers policy, to the extent practical,
to allocate investment opportunities to the Portfolio
over a period of time on a fair and equitable basis
relative to other clients;
(ii) the Investment Manager shall have no obligation
to purchase or sell for the Portfolio any security which
the Investment Manager, or its principals or employees,
may purchase or sell for its or their own accounts or
the account of any other client, if in the opinion of
the Investment Manager such transaction or investment
appears unsuitable, impractical or undesirable for the
Portfolio;
(iii) on occasions when the Investment Manager deems
the purchase or sale of a security to be in the best
interests of the Fund as well as other clients of the
Investment Manager, the Investment Manager, to the
extent permitted by applicable laws and regulations,
may aggregate the securities to be so sold or purchased
when the Investment Manager believes that to do so will
be in the best interests of the Fund. In such event,
allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, shall
be made by the Investment Manager in the manner the
Investment Manager considers to be the most equitable
and consistent with its fiduciary obligations to the
Fund and to such other clients; and
(iv) the Investment Manager does not prohibit any
of its principals or employees from purchasing or
selling for their own accounts securities that may
be recommended to or held by the Investment Managers
clients, subject to the provisions of the Investment
Managers Code of Ethics and that of the Company.
4. Allocation of Expenses of the Company and the Fund
(a) The Investment Manager will bear all expenses
related to salaries of its employees and to the
Investment Managers overhead in connection with its
duties under this Agreement. The Investment Manager also
willpay all fees and salaries of the Companys directors
and officers who are affiliated persons (as
such term is defined in the 0000 Xxx) of the Investment
Manager.
(b) Except for the expenses specifically assumed by the
Investment Manager, the Fund will pay all of its
expenses, including, without limitation, fees and
expenses of the directors not affiliated with the
Investment Manager attributable to the Fund; fees of the
Investment Manager; fees of the Funds administrator,
custodian and subcustodians for all services to the Fund
(including safekeeping of funds and securities and
maintaining required books and accounts); transfer
agent, registrar and dividend reinvestment and
disbursing agent; interest charges; taxes; charges and
expenses of the Funds legal counsel and independent
accountants; charges and expenses of legal counsel
provided to the non-interested directors of the Company;
expenses of repurchasing shares of the Fund; expenses of
printing and mailing share certificates, stockholder
reports, notices, proxy statements and reports to
governmental agencies; brokerage and other expenses
connected with the execution, recording and settlement
of portfolio security transactions; expenses connected
with negotiating or effecting purchases or sales of
portfolio securities or registering privately issued
portfolio securities; expenses of calculating and
publishing the net asset value of the Funds shares;
expenses of membership in investment company associations;
premiums and other costs associated with the acquisition
of a mutual fund directors and officers errors and
omissions liability insurance policy; expenses of
fidelity bonding and other insurance premiums; expenses
of stockholders meetings; and SEC and state blue sky
registration fees.
(c) The expenses borne by the Fund pursuant to Section
4(b) shall include the Funds proportionate share of any
such expenses of the Company, which shall be allocated
among the Fund and the other series of the Company on
such basis as the Company shall deem appropriate.
5. Compensation of the Investment Manager
(a) In consideration of the services performed by the
Investment Manager hereunder, the Funds will pay or
cause to be paid to the Investment Manager, management
fees determined in accordance with the attached Schedule
of Fees (Appendix A). All management fees earned
hereunder shall be held in an escrow account with the
Funds custodian. 1. If a majority of the Funds
outstanding voting securities approve a new investment
management agreement within the 150 day period from the
date hereof, the fees held in the escrow account will be
paid to the Investment Manager.
2. If a majority of the Funds outstanding voting
securities do not approve a new investment management
agreement with the Investment Manager, the Investment
Manager will be paid, out of the escrow account, the
lesser of:
Any costs incurred in performing this Interim Agreement
(plus interest earned on that amount while in escrow);
or The total amount in the escrow account (plus interest
earned).
(b) The net asset value of the Funds Portfolio used
in fee calculations shall be determined in the manner set
forth in the Articles of Incorporation and Bylaws of the
Company and the Funds prospectus as of the close of
regular trading on the New York Stock Exchange on each
business day the New York Stock Exchange is open.
(c) The Fund hereby authorizes the Investment Manager to
charge the Portfolio, subject to the provisions in
Section 4 hereof, for the full amount of fees as they
become due and payable pursuant to the attached schedule
of fees; provided, however, that a copy of a fee
statement covering said payment shall be sent to the
Custodian and to the Company.
(d) The Investment Manager may from time to time
voluntarily agree to limit the aggregate operating
expenses of the Fund for one or more fiscal years of the
Company, as set forth in Appendix A hereto or in any
other written agreement with the Company. If in any
such fiscal. year the aggregate operating expenses of
the Fund (as defined in Appendix A or such other written
agreement) exceed the applicable percentage of the
average daily net assets of the Fund for such fiscal
year, the Investment Manager shall reimburse the Fund
for such excess operating expenses. Such operating
expense reimbursement, if any, shall be estimated,
reconciled and paid on a quarterly basis, or such more
frequent basis as the Investment Manager may agree in
writing. Any such reimbursement of the Fund shall be
repaid to the Investment Manager by the Fund, without
interest, at such later time or times as it may be repaid
without causing the aggregating operating expenses of
the Fund to exceed the applicable percentage of the
average daily net assets of the Fund for the period in
which it is repaid; provided, however, that upon
termination of this Agreement, the Fund shall have no
further obligation to repay any such reimbursements.
6. Service To Other Clients
Nothing contained in this Agreement shall be construed
to prohibit the Investment Manager from performing
investment advisory, management, distribution or other
services for other investment companies and other
persons, trusts or companies, or to prohibit affiliates
of the Investment Manager from engaging in such
businesses or in other related or unrelated businesses.
7. Standard of Care
The Investment Manager shall have no liability to the
Fund, or its stockholders, for any error of judgment,
mistake of law, loss arising out of any investment, or
other act or omission in the performance of its
obligations to the Fund not involving willful
misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties hereunder. The
federal securities laws impose liabilities under certain
circumstances on persons who act in good faith, and
therefore nothing herein shall in any way constitute a
waiver or
limitation of any rights which the undersigned may have
under any federal securities laws.
8. Duration of Agreement
This Agreement shall continue until a new investment
management agreement is approved by a vote of a majority
(as defined in the 0000 Xxx) of the outstanding voting
securities of the Company, but in no event, shall this
agreement have a duration greater than 150 days from the
date hereof.
9. Termination
This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Directors of the
Company or by the
vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Company on ten (10)
days written notice to the Investment Manager, or by the
Investment Manager on sixty (60) days written notice to
the Company. This Agreement shall automatically terminate
in the event of its assignment (as defined in the 1940
Act).
10. Reports, Books and Records
The Investment Manager shall render to the Board of
Directors of the Company such periodic and other reports
as the Board may from time to time reasonably request.
In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Investment Manager hereby agrees that
all records which it maintains for the Company are
property of the Company. The Investment Manager shall
surrender promptly to the Company any of such records
upon the Companys request, and shall preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under
the 1940 Act.
11. Representations and Warranties
The Investment Manager represents and warrants to the
Company that the Investment Manager is registered as an
investment adviser under the Investment Advisers Act of
1940. During the term of this Agreement, the Investment
Manager shall notify the Company of any change in the
membership of the Investment Managers partnership
within a reasonable time after such change. The Company
represents and warrants to the Investment Manager that
the company is registered as an open-end management
investment company under the 1940 Act. Each party
further represents and warrants to the other that this
Agreement has been duly authorized by such party and
constitutes the legal, valid and binding obligation
of such party in accordance with its terms.
12. Amendment of this Agreement
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an
instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or
termination is sought.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate originals by their
officers thereunto duly authorized as of the date first
above written.
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL FUNDS, INC.
ON BEHALF
OF DRESDNER RCM
FUND
By: By:
ATTEST: ATTEST:
By: By:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM BALANCED FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at
the following rate:
Value of Securities and Cash of Fund
Fee
First $500 million .65%
annually
Next $500 million .60%
annually
Above $1 billion .55% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 0.90% for Class I. For this purpose,
operating expenses shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
BALANCED FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM BIOTECHNOLOGY FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund Fee
-----------------------------------------------
First $500 million
1.00% annually
Next $500 million
.95% annually
Above $1 billion
.90% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class N. For this purpose,
operating expenses shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
BIOTECHNOLOGY FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EUROPE FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee at the annualized rate
of 1.00% to the Investment Manager based on the average
daily net assets of the Fund.
Value of Securities and Cash of Fund
Fee
-------------------------------------------
On all sums 1.00%
annually The Investment Manager, until at least December
31, 2002, shall reimburse the Fund to the extent that the
operating expenses of the Fund (as hereinafter defined)
exceed the annualized rate of 1. 35% for Class I and 1.60%
for Class N. For this purpose, the operating expenses
of the Fund shall be deemed to include all ordinary
operating expenses other than interest, taxes and
extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
EUROPE FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee at the annualized rate of
0.75% to the Investment Manager based on the average daily
net assets of the Fund.
Value of Securities and Cash of Fund
Fee
---------------------------------------------
On all sums 0.75% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.00% for Class I and 1.25% for Class
N. For this purpose, the operating expenses of the
Fund shall be deemed to include all ordinary operating
expenses other than interest, taxes and extraordinary
expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
INTERNATIONAL GROWTH EQUITY FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM LARGE CAP GROWTH FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund Fee
-------------------------------------------
First $500 million
.70% annually
Next $500 million
.65% annually
Above $1 billion
.60% annually
The Investment Manager, until at least December 31, 2005,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 0. 75% for Class I and 1.00% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
LARGE CAP GROWTH FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM MIDCAP FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee at the annualized rate of
0.75% to the Investment Manager based on the average
daily net assets of the Fund.Value of Securities and Cash
of Fund
Fee
------------------------------------------- ----
On all sums 0.75%
annuallyThe Investment Manager, until at least June 30,
2003, shall reimburse the Fund to the extent that the
operating expenses of the Fund (as hereinafter defined)
exceed the annualized rate of 0.77% for Class I and
1.02% for Class N. For this purpose, the operating
expenses of the Fund shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
MIDCAP FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM SMALL CAP FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee at the annualized rate
of 1.00% to the Investment Manager based on the average
daily net assets of the Fund.
Value of Securities and Cash of Fund
Fee
------------------------------------------- ----
On all sums 1.00%
annuallyThe Investment Manager, until at least June 30,
2003, shall reimburse the Fund to the extent that the
operating expenses of the Fund (as hereinafter defined)
exceed the annualized rate of 1.02% for Class I. For
this purpose, the operating expenses of the Fund shall
be deemed to include all ordinary operating expenses
other than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
SMALL CAP FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM TAX MANAGED GROWTH FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million .75%
annually
Next $500 million .70%
annually
Above $1 billion .65% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.25% for Class I and 1.50% for Class
N. For this purpose, operating expenses shall be deemed
to include all ordinary operating expenses other than
interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
TAX MANAGED GROWTH FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EMERGING MARKETS FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums 1.00% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class I and 1.75% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
EMERGING MARKETS FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL EQUITY FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million .75% annually
Next $500 million .60% annually
Above $1 billion .65% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.25% for Class I and 1.50% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
GLOBAL EQUITY FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL HEALTH CARE FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million 1.00% annually
Next $500 million .95% annually
Above $1 billion .90% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class N. For this purpose,
operating expenses shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
GLOBAL HEALTH CARE FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL SMALL CAP FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at
the following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million 1.00% annually
Next $500 million .95% annually
Above $1 billion .90% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class I and 1.75% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
GLOBAL SMALL CAP FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL TECHNOLOGY FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
annualized rate of 1.00% of the value of the Funds
average daily net assets.
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums 1.00% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class I and 1.75% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
GLOBAL TECHNOLOGY FUND
By: By:
ATTEST: ATTEST:
APPENDIX A
INTERIM INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the
INVESTMENT MANAGER)
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM STRATEGIC INCOME FUND
Effective Date: as of July 23, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million .75% annually
Next $500 million .70% annually
Above $1 billion .65% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.25% for Class I and 1.50% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: as of July 23, 2001
DRESDNER RCM GLOBAL INVESTORS LLC
DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
STRATEGIC INCOME FUND
By: By:
ATTEST: ATTEST:
[FORM OF]
INVESTMENT MANAGEMENT AGREEMENT, POWER OF
ATTORNEY
AND SERVICE AGREEMENT
THIS AGREEMENT is entered into this 20th day of
December, 2001 by and between Dresdner RCM Global Funds
Inc. (the Company), on behalf of Dresdner RCM [
] Fund (the Fund), a series of the Company,
and Dresdner RCM Global Investors LLC, (the Investment
Manager).
1. APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE
INVESTMENT MANAGER
(a) Subject to express provisions and limitations set
forth in the Companys Amended and Restated Articles of
Incorporation, By-Laws, Form N-1A Registration Statement
under the Investment Company Act of 1940, as amended
(the 1940 Act), and under the Securities Act of 1933,
as amended (the 1933 Act), and the Funds prospectus
as in use from time-to-time, as well as to the factors
affecting the Companys status as a regulated investment
company under the Internal Revenue Code of 1986, as
amended, the Company hereby grants to the Investment
Manager and the Investment Manager hereby accepts full
discretionary authority to manage the investment and
reinvestment of the cash, securities, and other assets of
the Fund (the Portfolio), any proceeds thereof, and any
additions thereto, in the Investment Managers discretion.
In the performance of its duties hereunder, the Investment
Manager shall further be bound by any and all
determinations by the Board of Directors of the Company
relating to the investment objectives, policies, or
restrictions of the Fund, which determinations shall be
communicated in writing to the Investment Manager. For
all purposes herein, the Investment Manager shall be
deemed an independent contractor of the Company.
2. POWERS OF THE INVESTMENT MANAGER
(a) Subject to the limitations provided in Section 1
hereof, the Investment Manager is empowered hereby,
through any of its partners, principals, or appropriate
employees, for the benefit of the Fund:
(i) to invest and reinvest in shares, stocks, bonds,
notes, and other obligations of every description issued
or incurred by governmental bodies, corporations, mutual
funds, trusts, associations, or firms, in trade
acceptances and other commercial paper, and in loans and
deposits at interest on call or on time, whether or not
secured by collateral;
(ii) to purchase and sell commodities or commodities
contracts and investments in put, call, straddle, or
spread options;
(iii) to enter into forward, future, or swap
contracts with respect to the purchase and sale of
securities, currencies, commodities, and commodities
contracts;
(iv) to lend its portfolio securities to brokers,
dealers, and other financial institutions;
(v) to buy, sell, or exercise options, rights, and
warrants to subscribe for stock or securities;
(vi) to engage in any other types of investment
transactions described in the Funds Prospectus and
Statement of Additional Information; and
(vii) to take such other action, or to direct the
Funds custodian to take such other action, as may be
necessary or desirable to carry outthe purpose and intent
of the foregoing.
(b) The Investment Manager may enter into one or more
contracts (each a Sub-Advisory Contract or Sub-
Administration Contract) with a sub-adviser or sub-
administrator in which the Investment Manager delegates
to such sub-adviser or sub-administrator any or all duties
specified in this Agreement, provided that each Sub-
Advisory Contract or Sub-Administration Contract imposes
on the sub-adviser or sub-administrator bound thereby all
applicable duties and conditions to which the Investment
Manager is subject under this Agreement, and further
provided that each Sub-Advisory Contract or Sub-
Administration Contract meets all requirements of the
1940 Act and any rules, regulations, or orders of the
Securities and Exchange Commission thereunder.
3. EXECUTION OF PORTFOLIO TRANSACTIONS
(a) The Investment Manager shall provide adequate
facilities and qualified personnel for the placement of,
and shall place, ordersfor the purchase, or other
acquisition, and sale, or other disposition,of portfolio
securities or other portfolio assets for the Fund.
(b) Unless otherwise specified in writing to the
Investment Manager by the Fund, all orders for the
purchase and sale of securities for the Portfolio shall
be placed in such markets and through such brokersas in
the Investment Managers best judgment shall offer the
most favorable price and market for the execution of
each transaction; provided, however, that, subject to
the above, the Investment Manager may place orders with
brokerage firms that have sold shares of the Fund or that
furnish statistical and other information to the
Investment Manager, taking into account the value and
quality of the brokerage services of such firms,
including the availability and quality of such
statistical and other information. Receipt by the
Investment Manager of any such statistical and other
information and services shall not be deemed to give rise
to any requirement for abatement of the advisory fee
payable to the Investment Manager pursuant to Section 5
hereof and Appendix A hereto.
(c) The Fund understands and agrees that the Investment
Manager may effect securities transactions which cause
the Fund to pay an amount of commission in excess of the
amount of commission another broker would have charged,
provided, however, that the Investment Manager determines
in good faith that such amount of commission is reasonable
in relation to the value of Fund share sales, statistical,
brokerage, and other services provided by such broker,
viewed in terms of either the specific transaction or the
Investment Managers overall responsibilities to the Fund
and other clients for which the Investment Manager
exercises investment discretion. The Fund also
understands that the receipt and use of such services
will not reduce the Investment Managers customary and
normal research activities.
(d) The Fund understands and agrees that:
(i) the Investment Manager performs investment
management services for various clients and that the
Investment Manager may take action with respect to any of
its other clients which may differ from action taken or
from the timing or nature of action taken with respect
to the Portfolio, so long as it is the Investment
Managers policy, to the extent practical, to allocate
investment opportunities to the Portfolio over a period
of time on a fair and equitable basis relative to
other clients;
(ii) the Investment Manager shall have no
obligation to purchase or sell for the Portfolio any
security which the Investment Manager, or its principals
or employees, may purchase or sell for its or their own
accounts or the account of any other client, if in the
opinion of the Investment Manager such transaction or
investment appears unsuitable, impractical, or undesirable
for the Portfolio;
(iii) on occasions when the Investment Manager
deems the purchase or sale of a security to be in the best
interests of the Fund as well as other clients of the
Investment Manager, the Investment Manager, tothe extent
permitted by applicable laws and regulations, may
aggregate the securities to be so sold or purchased when
the Investment Manager believes that to do so will be in
the best interests of the Fund. In such event, allocation
of the securities so purchased or sold, as well as the
expenses incurred in the transaction, shall be made by
the Investment Manager in the manner the Investment
Manager considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to such
other clients; and
(iv) the Investment Manager does not prohibit any
of its principals or employees from purchasing or selling
for their own accounts securities that may be recommended
to or held by the Investment Managers clients, subject
to the provisions of the Investment Managers Code of
Ethics and that of the Company.
4. ALLOCATION OF EXPENSES OF THE FUND
(a) The Investment Manager will bear all expenses
related to salaries of its employees and to the Investment
Managers overhead in connection with its duties under
this Agreement. The Investment Manager also will pay
all fees and salaries of the Companys directors and
officers who are affiliated persons (as such term is
defined in the 0000 Xxx) of the Investment Manager.
(b) Except for the expenses specifically assumed by the
Investment Manager, the Fund will pay all of its expenses,
including, without limitation, fees and expenses of the
directors not affiliated with the Investment Manager
attributable to the Fund; fees of the Investment Manager;
fees of the Funds administrator, custodian, and sub-
custodians for all services to the Fund (including
safekeeping of funds and securities and maintaining
required books and accounts); transfer agent, registrar,
and dividend reinvestment and disbursing agent fees;
interest charges; taxes; charges and expenses of the
Funds legal counsel and independent accountants;
charges and expenses of legal counsel provided to the
non-interested directors of the Company; expenses of
repurchasing shares of the Fund; expenses of printing
and mailing share certificates, stockholder reports,
notices, proxy statements, and reports to governmental
agencies; brokerage and other expenses connected with
the execution recording and settlement of portfolio
security transactions; expenses connected with
negotiating, or effecting purchases or sales of
portfolio securities or registering privately issued
portfolio securities; expenses of calculating and
publishing the net asset value of the Funds shares;
expenses of membership in investment company
associations; premiums and other costs associated with
the acquisition of a mutual fund directors and officers
errors and omissions liability insurance policy;
expenses of fidelity bonding and other insurance
premiums; expenses of stockholders meetings; SEC,
state blue sky, and foreign registration fees; portfolio
pricing services expenses; litigation expenses; and
Rule 12b-1 fees.
(c) The expenses borne by the Fund pursuant to Section
4(b) shall include the Funds proportionate share of any
such expenses of the Company, which shall be allocated
among the Fund and the other series of the Company, if
any, on such basis as the Company shall deem appropriate.
5. COMPENSATION OF THE INVESTMENT MANAGER
(a) In consideration of the services performed by the
Investment Manager hereunder, the Fund will pay or cause
to be paid to the Investment Manager, as they become due
and payable, management fees determined in accordance
with the attached Schedule of Fees (Appendix A). In the
event of termination, any management fees paid in advance
pursuant to such fee schedule will be prorated as of the
date of termination and the unearned portion thereof will
be returned to the Fund.
(b) The net asset value of the Funds portfolio used in
fee calculations shall be determined in the manner set
forth in the Amended and Restated Articles of
Incorporation and By-Laws of the Company and the Funds
Prospectus as of the close of regular trading on the New
York Stock Exchange on each business day the New York
Stock Exchange is open.
(c) The Fund hereby authorizes the Investment Manager to
charge the Portfolio, subject to the provisions in Section
6 hereof, for the full amount of fees as they become due
and payable pursuant to the attached Schedule of Fees;
provided, however, that a copy of a fee statement
covering said payment shall be sent to the Funds
custodian and to the Company.
(d) The Investment Manager may from time-to-time
voluntarily agree to limit the aggregate operating
expenses of the fund for one or more fiscal years of
the Company, as set forth in Appendix A hereto or in
any other written agreement with the Company. If in
any such fiscal year the aggregate operating expenses
of the Fund (as defined in Appendix A or such other
written agreement) exceed the applicable percentage of
the average daily net assets of the Fund for such fiscal
year, the Investment Manager shall reimburse the Fund for
such excess operating expenses. Such operating expense
reimbursement, if any, shall be estimated, reconciled,
and paid on a quarterly basis, or such more frequent
basis as the Investment Manager may agree in writing.
Any such reimbursement of the Fund shall be repaid to the
Investment Manager by the Fund, without interest, at such
later time or times as it may be repaid without causing
the aggregating operating expenses of the Fund to exceed
the applicable percentage of the average daily net assets
of the Fund for the period in which it is repaid;
provided, however, that upon termination of this Agreement
,the Fund shall have no further obligation to repay any
such reimbursements.
6. SERVICE TO OTHER CLIENTS
Nothing contained in this Agreement shall be construed
to prohibit the Investment Manager from performing
investment advisory, management, distribution, or other
services for other investment companies and other persons,
trusts, or companies, or to prohibit affiliates of the
Investment Manager from engaging in such business or
in other related or unrelated businesses.
7. STANDARD OF CARE
The Investment Manager shall have no liability to the
Fund, or its stockholders, for any error of judgment,
mistake of law, loss arising out of any investment, or
other act or omission on the performance of its
obligations to the Fund not involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of its
obligations and duties hereunder. The federal securities
laws impose liabilities under certain circumstances on
persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation
of any rights which the undersigned may have under any
federal securities laws.
8. DURATION OF AGREEMENT
This Agreement shall continue in effect until the close
of
business on December 29, 2002. This Agreement may
thereafter be renewed from year to year by mutual
consent, provided that such renewal shall be specifically
approved at least annually by (i) the Board of Directors
of the Company, or by the vote of a majority (as defined
in the 0000 Xxx) of the outstanding voting securities of
the Fund, and (ii) a majority of those directors who are
not parties to this Agreement or interested persons
(as defined in the 0000 Xxx) 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 at any time, without
payment of any penalty, by the Board of Directors of the
Company or by the vote of a majority (as defined in the
0000 Xxx) of the outstanding voting securities of the
Company on sixty (60) days written notice to the
Investment Manager, or by the Investment Manager on like
notice to the Company.This Agreement shall automatically
terminate in the event of its assignment (as defined in
the 1940 Act).
10. CORPORATE NAME
In the event this Agreement is terminated by either party
or upon written notice from the Investment Manager at any
time, the Company hereby agrees that it will eliminate
from its corporate name any reference to the name
Dresdner RCM. The Company shall have the non-exclusive
use of the name Dresdner RCM in whole or in part so
long as this Agreement is effective or until such notice
is given.
11. REPORTS, BOOKS, AND RECORDS
The Investment Manager shall render to the Board of
Directors of the Company such periodic and other reports
as the Board may from time to time reasonably request.
In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Investment Manager hereby agrees that
all records which it maintains for the Company are
property of the Company. The Investment Manager shall
surrender promptly to the Company any of such records
upon the Companys request, and shall preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under
the 1940 Act.
12. REPRESENTATIONS AND WARRANTIES
The Investment Manager represents and warrants to the
Company that the Investment Manager is registered as an
investment adviser under the Investment Advisers Act of
1940. During the term of this Agreement, the Investment
Manager shall notify the Company of any change in the
ownership of the Investment Manager within a reasonable
time after such change. The Company represents and
warrants to the Investment Manager that the company is
registered as an open-end management investment company
under the 1940 Act. Each party further represents and
warrants to the other that this Agreement has been duly
authorized by such party and constitutes the legal,
valid, and binding obligation of such party in accordance
with its terms.
13. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be change, waived,
discharged, or terminated orally, but only by an
instrument in writing signed by the party against which
enforcement of the change, waiver, discharge, or
termination is sought.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in duplicate originals by
their officers thereunto duly authorized as of the date
first above written.
DRESDNER RCM GLOBAL INVESTORS LLC
DRESD
NER
RCM
GLOBAL
FUNDS,
INC. ON
BEHALF
OF
DRESD
NER
RCM [
] FUND
By: By:
ATTEST: ATTEST:
By: By:
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM SMALL CAP FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums
1.00% annually
The Investment Manager, until at least June 30, 2003,
shall reimburse the Fund to the extent that the
operating expenses of the Fund (as hereinafter defined)
exceed the annualized rate of 1.02% for Class I and
1.27% for Class N. For this purpose, operating
expenses shall be deemed to include all ordinary
operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM SMALL
CAP FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM MIDCAP FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums
0.75% annually
The Investment Manager, until at least June 30, 2003,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 0.77% for Class I and 1.02% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM MIDCAP
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM INTERNATIONAL GROWTH EQUITY FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums
0.75% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.00% for Class I and 1.25% for Class
N of the average daily net assets of the Fund. For this
purpose, the operating expenses of the Fund shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM
INTERNATION
AL GROWTH
EQUITY FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EUROPE FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at
the following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $100 million
1.00% annually
Above $100 million
.80% annually
The Investment Manager, until at least December 31, 2002,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1. 35% for Class I and 1.60% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM EUROPE
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM LARGE CAP GROWTH FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
.70% annually
Next $500 million
.65% annually
Above $1 billion
.60% annually
The Investment Manager, until at least December 31, 2005,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 0. 75% for Class I and 1.00% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM LARGE
CAP GROWTH
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM TAX MANAGED GROWTH FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
.75% annually
Next $500 million
.70% annually
Above $1 billion
.65% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.25% for Class I and 1.50% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM TAX
MANAGED
GROWTH
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM BIOTECHNOLOGY FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
1.00% annually
Next $500 million
.95% annually
Above $1 billion
.90% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class N. For this purpose,
operating expenses shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM
BIOTECHNOL
OGY FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM BALANCED FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
.65% annually
Next $500 million
.60% annually
Above $1 billion
.55% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 0.90% for Class I. For this purpose,
operating expenses shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM
BALANCED
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL SMALL CAP FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
1.00% annually
Next $500 million
.95% annually
Above $1 billion
.90% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class I and 1.75% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM GLOBAL
SMALL CAP
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL TECHNOLOGY FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at the
annualized rate of 1.00% of the value of the Funds
average daily net assets.
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums
1.00% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class I and 1.75% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM GLOBAL
TECHNOLOGY
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL HEALTH CARE FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at
the following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
1.00% annually
Next $500 million
.95% annually
Above $1 billion
.90% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class N. For this purpose,
operating expenses shall be deemed to include all
ordinary operating expenses other than interest, taxes
and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM GLOBAL
HEALTH CARE
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EMERGING MARKETS FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment
Manager based on the average daily net assets of the
Fund, at the following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
On all sums
1.00% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.50% for Class I and 1.75% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM
EMERGING
MARKETS
FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND
DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM GLOBAL EQUITY FUND
Effective Date: December 20, 2001
The Fund will pay a monthly fee to the Investment Manager
based on the average daily net assets of the Fund, at
the following rate:
Value of Securities and Cash of Fund
Fee
-----------------------------------------------
First $500 million
.75% annually
Next $500 million
.60% annually
Above $1 billion
.65% annually
The Investment Manager, until at least December 31, 2001,
shall reimburse the Fund to the extent that the operating
expenses of the Fund (as hereinafter defined) exceed the
annualized rate of 1.25% for Class I and 1.50% for Class
N. For this purpose, operating expenses shall be
deemed to include all ordinary operating expenses other
than interest, taxes and extraordinary expenses.
Dated: December 20, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER
RCM GLOBAL
FUNDS, INC.
ON BEHALF
OF
DRESDNER
RCM GLOBAL
EQUITY FUND
By: By:
ATTEST: ATTEST:
By: __________________________ By:
_________________________
21
29
SUB-ITEM 77Q1(e)
Sub-item 77Q1(e).txt
Sub-item 77Q1(e).txt Page 14 02/27/02
