AGREEMENT
AGREEMENT made this 13th day of June, 1996 by and among RCM Capital Management
("RCM"), a California limited partnership, RCM Equity Funds, Inc., an open end
management investment company (the "Company"), RCM Capital Funds, Inc. an open
end management investment company (the "Corporation") and Funds Distributor,
Inc. ("FDI"), a Massachusetts corporation. The Company and the Corporation are
collectively referred to herein as the "Companies."
WHEREAS, RCM serves as investment adviser to and provides certain administrative
services for the Companies, which are registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), and which are comprised of the
investment series listed on Schedule A, as such Schedule shall be automatically
amended from time to time (each a "Fund," collectively, the "Funds");
WHEREAS, the Companies have entered into distribution agreements with FDI
(the "Distribution Agreements") for the distribution by FDI of shares of common
stock (the "Shares") in the Companies or in a Fund;
WHEREAS, in furtherance of FDI's duties and responsibilities as set forth in the
Distribution Agreements, one or more employees of FDI (who may be registered
with the National Association of Securities Dealers ("NASD") as representatives
of FDI), shall be based in an FDI branch office (an Office of Supervisory
Jurisdiction as defined by the NASD's Rules of Fair Practice) in San Francisco
(such FDI employees shall hereinafter be referred to as "Registered
Representatives");
WHEREAS, such Registered Representatives shall provide marketing and sales
services to the Companies pursuant to the Distribution Agreements;
WHEREAS, RCM, the Companies and FDI desire to enter into this Agreement pursuant
to which FDI will perform certain administrative services for the Companies and
for RCM with respect to each Fund;
NOW THEREFORE, in consideration of the mutual agreements herein contained, the
parties agree as follows:
1. SERVICES PROVIDED BY FDI. FDI will assist the Companies and RCM in
providing services with respect to each Fund as may be reasonably requested by
the Company, the Corporation or RCM from time to time. To the extent consistent
with FDI's compensation hereunder and at the direction of the Company, the
Corporation or RCM specific assignments may include:
(a) The provision of the following advice and assistance to the Company,
the Corporation and/or to RCM: (i) advice with regard to various compliance
requirements under the 1940 Act; and (ii) assistance in the resolution of
technical issues of a compliance or non-compliance nature;
(b) Gathering of information deemed necessary by the Company, the
Corporation and/or RCM to support: (i) required state regulatory filings
and (ii) required federal regulatory filings;
(c) As mutually agreed to by the parties hereto, the preparation of
statistical and research data;
(d) The provision of advice and counsel to the Company, the Corporation
and/or RCM with respect to regulatory matters, including monitoring
regulatory and legislative developments that may affect the Funds and
assisting the Company and/or the Corporation in routine regulatory
examinations or investigations;
(e) Assistance in the Company's and/or the Corporation's operations and
provision of general consulting services on a day to day, as needed basis;
(f) Legal review of all Fund marketing materials and other sales related
materials to ensure compliance with the advertising rules of the relevant
regulatory authorities;
(g) As mutually agreed to by the parties hereto, provision of services
with regard to advertising, marketing and promotional activities including
but not limited to: (i) developing information, analysis and reports, (ii)
preparing, printing and distributing sales literature brochures, letters,
training materials and dealer guides and all similar materials and
advertisements as defined below, (iii) developing and implementing audio
and video advertising programs, (iv) arranging and paying for the printing
and distribution of prospectuses and reports of the Funds to prospective
shareholders, (v) arranging and paying for telemarketing services and (vi)
arranging and paying for fulfillment services. Without limiting the
generality of Section 18 hereof, all Fund advertisements, sales literature,
prospectuses and shareholder reports shall state that the distributor of
the Fund is "RCM Distributors, a division of Funds Distributor, Inc." For
purposes of this Agreement "sales literature" and "advertisements" mean
brochures, letters, training materials and dealers' guides, materials for
oral presentations and all other similar materials, whether transmitted
directly to potential shareholders or published in print or audio-visual
media, but does not include generic materials that do not mention the Funds
or the Shares;
(h) Use of reasonable efforts, in cooperation with RCM, to resolve as of
trades with respect to Shares of the Funds in order to mitigate the risk of
loss to FDI, RCM, the Company and/or the Corporation from such as of
trades;
2
(i) In connection with the foregoing activities, maintenance of an office
facility (which may be in the offices of FDI or a corporate affiliate);
(j) In connection with the foregoing activities, the furnishing of
clerical services and internal executive and administrative services,
stationery and office supplies; and
(k) The provision of officers to the Company and the Corporation
including, but not limited to, President, Vice Presidents, Secretary,
Assistant Secretaries, Treasurer and Assistant Treasurers to assume certain
specified responsibilities.
2. SERVICES PROVIDED BY RCM, THE COMPANY AND THE CORPORATION. In furtherance
of the responsibilities under this Agreement RCM, the Company and the
Corporation will:
(a) Cause the Company's and the Corporation's administrator to furnish
any and all information and assist FDI in taking any other actions that may
be reasonably necessary in connection with (i) registration of the Shares
under the Securities Act of 1933 (the "1933 Act") and (ii) the
qualification for the Shares for sale in those states that the Funds and
FDI may designate;
(b) Cause the Company's and the Corporation's administrator to monitor
sales of the Shares to assure compliance with applicable state securities
laws;
(c) Report or cause the Company's and the Corporation's transfer agent to
provide sales-related complaints to FDI and consult with FDI concerning the
manner in which such complaints will be addressed;
(d) If applicable, cause the Company's and the Corporation's transfer
agent to give necessary information for the preparation of quarterly
reports in a form satisfactory to FDI regarding Rule 12b-1 fees, front-end
sales loads, back-end sales loads and other data regarding sales and sales
loads as required by the 1940 Act or as requested by the board of directors
of the Company and/or the Corporation;
(e) If applicable, cause the Company's and the Corporation's transfer
agent to provide FDI with all necessary historical information so that FDI
can calculate the maximum sales charges payable by the Funds pursuant to
the Rules of Fair Practice of the NASD and the actual sales charges paid by
the Funds; cause the Company's and the Corporation's transfer agent to
provide FDI with all of the ongoing necessary information so that FDI can
calculate the maximum sales charges payable by the Funds pursuant to the
Rules of Fair Practice of the NASD and the actual sales charges paid by the
Funds; and cause the Company's and the Corporation's transfer agent to
provide such information in a form satisfactory to FDI no less often than
monthly for every Fund and on a daily basis for any Fund for which FDI
determines that the remaining NASD sales change limit is approaching zero;
3
(f) Support or cause the Company's or the Corporation's transfer agent to
support the servicing of the shareholders and, in connection therewith,
provide or cause the Company's transfer agent or the Corporation's transfer
agent to provide one or more persons during normal business hours to
respond to telephone questions concerning the Funds' shareholders'
accounts;
(g) Provide FDI with copies of, or access to, any documents that FDI may
reasonably request and notify FDI as soon as possible of any matter
materially affecting FDI's performance of its services under this
Agreement.
(h) Report to FDI, to the extent that RCM, the Company or the Corporation
are aware of, any and all actions or inactions by any Registered
Representative or securities dealers, financial institutions and other
industry professionals such as investment advisers and estate planning
firms that have entered into agreements with FDI for the solicitation of
Fund Shares (collectively referred to herein as "Selling Broker Dealers")
that (i) fail to comply with the terms of any selling agreements, (ii)
violate any applicable laws of any governmental authorities, including the
NASD's Rules of Fair Practice, or (iii) violate any other agreement or
procedure with which such Selling Broker-Dealer or Registered
Representative is required to comply; and
(i) (i) Submit the form of confirmation statement to be used for sale of
the Shares to FDI for its approval and cause the Company's transfer agent
and the Corporation's transfer agent to provide to customers of the Selling
Broker-Dealers ("Customers") and to the Selling Broker-Dealers such
confirmations of all transactions in the Shares as may be required by the
1934 Act and the selling agreements, and (ii) use reasonable efforts to
monitor the Company's transfer agent and the Corporation's transfer agent
in its preparation and mailing of such confirmations regarding the sales of
the Shares and report to FDI any deficiencies of which RCM, the Company, or
the Corporation are aware in the transfer agent's performance of such
activities.
In addition, as soon as practicable after the effective date of this Agreement,
RCM shall sublease office space to FDI for the Office of Supervisory
Jurisdiction. The terms of the sublease shall be subject to a final agreement
as negotiated by RCM and FDI.
3. COMPENSATION.
(a) For the services to be rendered and expenses to be assumed by FDI
under this Agreement, each Fund will pay to FDI, for its services, a fee in
accordance with the terms set forth in the Fee Letter Agreement dated as of
June 13, 1996 by and among FDI, RCM the Company and the Corporation as the
same may be amended from time to time (the "Fee Letter Agreement"). FDI
shall bear all
4
expenses in connection with the performance of its services under this
Agreement except those enumerated in the Fee Letter Agreement.
(b) FDI will employ certain persons listed on Schedule B, as such schedule
may be amended from time to time, who shall be exclusively dedicated to the
sales and marketing activities of the Company and/or the Corporation. In
addition to those persons listed in Schedule B, FDI will from time to time
employ or associate with itself such person or persons as FDI may believe
to be particularly suited to assist it in performing services under this
Agreement. Such person or persons may be officers and employees who are
employed by both FDI (and/or an affiliated company) and the Company and/or
the Corporation. The compensation of such person or persons shall be paid
by FDI or a corporate affiliate of FDI and no obligation shall be incurred
on behalf of the Company, the Corporation, or RCM in such respect.
(c) FDI acknowledges and agrees that any expenditures and obligations of a
Fund pursuant to this Section 3 and Section 6 hereof shall be enforceable
only against the assets and property of such Fund and not against the
assets and property of any other Fund of the Corporation or Company of
which it is a series.
(d) RCM shall promptly reimburse the Company and the Corporation, and
shall indemnify and hold each of them and each of the Funds harmless from
and against, all expenditures and obligations of the Company and the
Corporation pursuant to this Section 3. Such reimbursement shall be made
within one (1) business day after delivery by the Company or the
Corporation, as the case may be, to RCM of reasonably satisfactory evidence
of such expenditure or satisfaction of such obligation. RCM acknowledges
and agrees that, in the event it fails to pay any reimbursement when due
with respect to a Fund, the amount of such unpaid reimbursement shall be
offset by the Company or the Corporation, as the case may be, against the
advisory fees payable by it to RCM with respect to such Fund.
4. EFFECTIVE DATE. This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date Funds Distributor, Inc. becomes the
distributor of the shares of such Fund; in which case Schedule A to this
Agreement shall be deemed amended to include such Fund from and after such
date).
5. TERM. This Agreement shall continue for an initial one-year period and
shall continue thereafter for successive one-year terms unless notice not to
renew is given by the non-renewing party to the other parties at least 60 days
prior to the expiration of the then current term. This Agreement shall
automatically terminate if: (i) FDI ceases to be the distributor of all of the
Funds under the Distribution Agreements; or (ii) RCM ceases to be the investment
adviser to all of the Funds.
5
6. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Corporation or the Company, as the case may be, shall cause each
Fund to: (i) indemnify and hold harmless FDI and RCM against any losses,
claims, damages or liabilities, or actions in respect thereof, to which FDI
or RCM may become subject, including amounts paid in settlement with the
prior written consent of the Company or the Corporation, insofar as such
losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or result from the failure of the Corporation or the Company,
as the case may be, to comply with the terms of this Agreement with respect
to any Fund; and (ii) reimburse FDI and RCM for reasonable legal or other
expenses reasonably incurred by FDI or RCM in connection with investigating
or defending against any such loss, claim, damage, liability or action. A
Fund shall not be liable to FDI or RCM for any action taken or omitted by
FDI or RCM in bad faith, with willful misfeasance, with gross negligence or
in reckless disregard by FDI or RCM of its obligations and duties. The
indemnities in this Section shall, upon the same terms and conditions,
extend to and inure to the benefit of each of the directors and officers of
FDI and RCM and any person controlling FDI or RCM within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of
1934 (the "1934 Act").
(b) FDI will: (i) indemnify and hold harmless each Fund and RCM against
any losses, claims, damages or liabilities, or actions in respect thereof,
to which a Fund or RCM may become subject, including amounts paid in
settlement with the prior written consent of FDI, insofar as such losses,
claims, damages or liabilities, or actions in respect thereof, arise out of
or result from the failure of FDI to comply with the terms of this
Agreement; and (ii) reimburse each Fund and RCM for reasonable legal or
other expenses reasonably incurred by such Fund or RCM in connection with
investigating or defending against any such loss, claim, damage, liability
or action. FDI shall not be liable to a Fund or RCM for any action taken
or omitted by such Fund or RCM in bad faith, with willful misfeasance with,
gross negligence or in reckless disregarded by such Fund or RCM of its
obligations and duties. The indemnities in this Section shall, upon the
same terms and conditions, extend to and inure to the benefit of each of
the directors and officers of each of the Company, the Corporation, and RCM
and any person controlling the Company, the Corporation or RCM within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act.
(c) RCM will: (i) indemnify and hold harmless each Fund and FDI against
any losses, claims, damages or liabilities, or actions in respect thereof,
to which a Fund or FDI may become subject, including amounts paid in
settlement with the prior written consent of RCM, insofar as such losses,
claims, damages or liabilities, or actions in respect thereof, arise out of
or result from the failure of RCM to comply with the terms of this
Agreement; and (ii) reimburse each Fund and FDI for reasonable legal or
other expenses reasonably incurred by such Fund or FDI in
6
connection with investigating or defending against any such loss, claim,
damage, liability or action. RCM shall not be liable to a Fund or FDI for
any action taken or omitted by such Fund or FDI in bad faith, with willful
misfeasance with, gross negligence or in reckless disregarded by such Fund
or FDI of its obligations and duties. The indemnities in this Section
shall, upon the same terms and conditions, extend to and inure to the
benefit of each of the directors and officers of each of the Company, the
Corporation, and FDI and any person controlling the Company, the
Corporation or FDI within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act.
(d) (i) Promptly after an indemnified party (or, if such indemnified
party is not a natural person, a responsible officer of such indemnified
party) receives notice or otherwise becomes aware of the commencement of
any action or other assertion of any losses, claims, damages or liabilities
by any third party, such indemnified party shall, if a claim in respect
thereof is to be made pursuant to this Section 6, notify the indemnitor of
the same in writing (such notice, a "claim notice"); but the omission so to
notify the indemnitor will not relieve the indemnitor from any liability
that it may have to such indemnified party otherwise than under this
Section 6. The failure of an indemnified party to promptly send a claim
notice shall not relieve the indemnitor from any liability except to the
extent that the indemnitor shall have been prejudiced as a result of the
failure or delay in giving such claim notice. In the event that the
indemnified party notifies the indemnitor in writing of its waiver of any
right to indemnification pursuant to this Section 6 in respect of any
losses, claims, damages or liabilities or portion thereof, the provisions
of clause (ii) of this Section 6(d) shall not apply.
(ii) Promptly following receipt of a claim notice, the indemnitor,
upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party
and any others the indemnitor may designate in contesting such losses,
claims, damages or liabilities and shall pay the reasonable fees and
disbursements of such counsel related to such contest. In any such
contest, any indemnified party shall have the right to retain its own
counsel, but the reasonable fees and expenses of such counsel shall be at
the expense of such indemnified party unless (A) the indemnitor and the
indemnified party shall have mutually agreed to the retention of such
counsel or (B) the named parties to any such contest (including any
impleaded parties) include both the indemnitor (or any other parties the
indemnitor may designate) and the indemnified party and representation of
all such parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. It is understood that the
indemnitor shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such indemnified parties.
The indemnitor may, at its option, at any time upon written notice to the
indemnified party, assume the responsibility for contesting any losses,
claims, damages or liabilities and may designate counsel reasonably
satisfactory to the indemnified
7
party in connection therewith, provided that the counsel so designated
would have no actual or potential conflict of interest in connection with
such representation. Unless it shall assume the responsibility for
contesting any losses, claims, damages or liabilities, the indemnitor shall
not be liable for any settlement or compromise of such losses, claims,
damages or liabilities or portion thereof, which settlement or compromise
is effected without its written consent (which shall not be unreasonably
withheld), but if settled or compromised with such consent or if there be a
final judgment for the plaintiff asserting such losses, claims or
liabilities, the indemnitor agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement, compromise
or judgment. If the indemnitor assumes responsibility for contesting any
losses, claims, damages or liabilities, it shall be entitled to settle or
compromise such losses, claims, damages or liabilities or portion thereof
with the consent of the indemnified party (which shall not be unreasonably
withheld) or, if such settlement or compromise provides for release of the
indemnified party in connection with all matters relating to such losses,
claims, damages or liabilities, or, with respect to the settlement or
compromise of a portion of such losses, claims, damages or liabilities, all
matters relating to such portion of such losses, claims, damages or
liabilities, that have been asserted against the indemnified party by the
other parties to such settlement or compromise, without the consent of the
indemnified party. In the event that any expense paid by the indemnitor
pursuant to this Section 6(d) is subsequently determined to not be required
to be borne by the indemnitor, the indemnified party that received such
payment shall promptly refund the amount so paid to the indemnitor. If the
indemnitor assumes responsibility for contesting any losses, claims,
damages or liabilities, the indemnitor shall keep the indemnified party
apprised, on a current basis, of matters concerning such contest, including
without limitation (i) providing the indemnified party with reasonable
notice of and opportunity to be present in person and/or by counsel at
proceedings or discussions of settlement or compromise; (ii) providing the
indemnified party with copies of and opportunity to comment on filings,
papers or settlement agreements proposed to be filed or served by or on
behalf of the indemnitor; and (iii) providing the indemnified party with
copies of filings, papers and proposed settlement agreements received by
the indemnitor from or on behalf of persons asserting such losses, claims,
damages or liabilities.
(e) If the indemnification provided for in Section 6(a), (b) or (c) shall
for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 6(a), (b) or (c) in respect of any claim,
demand, liability or expense, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such claim, demand, liability or expense,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by such party; or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i)
8
above but also the relative fault of each party with respect to the matters
that give rise to such claim, demand, liability or expense, or action in
respect thereof, as well as any other relevant equitable considerations.
The parties agree that it would not be just and equitable if contributions
pursuant to this Section 6(e) were to be determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the claim, demand, liability or
expense, or action in respect thereof, referred to above in this Section
6(e) shall be deemed to include, for purposes of this Section 6(e), any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(e), FDI shall not be
required to contribute any amount in excess of (i) the total net
underwriting discounts and commissions received by FDI with respect to the
Shares sold under the Distribution Agreements and retained by FDI after
payments to the Selling Broker Dealers; plus (ii) the amount of total
"Excess Amount" compensation received by FDI with respect to Fee Letter
Agreement as such term is defined in the Fee Letter Agreement. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the 0000 Xxx) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(f) The obligation to indemnify and provide contribution pursuant to this
Section 6 shall survive the termination of this Agreement.
(g) All notices to or consents by a Fund, the Company or the Corporation
pursuant to this Section 6 shall be given to or made by the board of
directors of the Company or the Corporation, as the case may be.
7. RECORD RETENTION AND CONFIDENTIALITY. FDI shall keep and maintain on
behalf of the Company and the Corporation all books and records which the
Company, the Corporation and FDI are, or may be, required to keep and maintain
in connection with the services to be provided hereunder pursuant to any
applicable statutes, rules and regulations, including without limitation Rules
31a-1 and 31a-2 under the 1940 Act. FDI further agrees that all such books and
records shall be the respective property of the Company and the Corporation and
FDI shall make such respective books and records available for inspection by the
Company, the Corporation, RCM, their independent accountants and agents and the
Securities and Exchange Commission at reasonable times and otherwise keep
confidential all books and records and other information relative to the Company
or the Corporation and their shareholders; except when requested to divulge
such information by duly-constituted authorities or court process; provided,
however, that upon receiving notice to divulge any such information which is not
in the opinion of FDI or its counsel clearly required to be disclosed by the
1940 Act and the rules and regulations thereunder, FDI shall promptly provide
notice to the board of directors of the Company and/or the Corporation and shall
cooperate with the Company and/or the Corporation with their efforts, if any, to
contest the request to divulge such information.
9
8. RIGHTS OF OWNERSHIP. All computer programs and procedures developed by FDI
to perform the services to be provided by FDI under this Agreement are the
property of FDI. All records and other data except such computer programs and
procedures are the exclusive property of the Company or the Corporation and all
such other records and data will be furnished to RCM, the Company and/or the
Corporation in appropriate form as soon as practicable after termination of
this Agreement for any reason.
9. RETURN OF RECORDS. FDI may at its option at any time, and shall promptly
upon the demand of RCM, the Company and/or the Corporation, turn over to RCM,
the Company and/or the Corporation and cease to retain FDI's files, records and
documents created and maintained by FDI pursuant to this Agreement which are no
longer needed by FDI in the performance of its services or for its legal
protection. If not so turned over to RCM , the Company and/or the Corporation ,
such documents and records will be retained by FDI for six years from the year
of creation. At the end of such six-year period, such records and documents
will be turned over to RCM, the Company and/or the Corporation unless RCM , the
Company and/or the Corporation authorizes in writing the destruction of such
records and documents.
10. REPRESENTATIONS OF RCM. RCM represents and warrants that this Agreement
has been duly authorized by RCM and, when executed and delivered by RCM, will
constitute a legal, valid and binding obligation of RCM, enforceable against RCM
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
11. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants that
this Agreement has been duly authorized by the Company and, when executed and
delivered by the Company, will constitute a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and secured
parties.
12. REPRESENTATIONS OF THE CORPORATION. The Corporation represents and
warrants that this Agreement has been duly authorized by the Corporation and,
when executed and delivered by the Corporation, will constitute a legal, valid
and binding obligation of the Corporation, enforceable against the Corporation
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
13. REPRESENTATIONS OF FDI. FDI represents and warrants that this Agreement
has been duly authorized by FDI and, when executed and delivered by the FDI,
will constitute a legal, valid and binding obligation of FDI, enforceable
against FDI in accordance with its
10
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors and
secured parties.
14. NOTICES. Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to RCM at the following address: RCM
Capital Management, 0 Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attention:
President with a copy to the General Counsel; to the Company at the following
address: 0 Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attention: President
with a copy to Secretary; to the Corporation at the following address: 0
Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attention: President with a copy
to Secretary; and to FDI at the following address: Xxx Xxxxxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxx, XX 00000, Attention: President with a copy to General Counsel,
or at such other address as either party may from time to time specify in
writing to the other party pursuant to this Section.
15. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
16. ASSIGNMENT. This Agreement and the rights and duties hereunder shall not
be assignable by any of the parties hereto except by the specific written
consent of all parties hereto. However, this Agreement shall be assignable from
RCM to RCM Capital Management, L.L.C., a Delaware limited liability company
without the prior written consent of the other parties hereto.
17. GOVERNING LAW. This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of The Commonwealth of Massachusetts.
18. CONDUCT OF BUSINESS. All actions to be performed by FDI under the
Distribution Agreements and under this Agreement shall be conducted by RCM
Distributors, a division of Funds Distributors, Inc.
19. AMENDMENTS. This Agreement (except Schedule A which may be automatically
amended from time to time) may be amended only by a written instrument signed by
all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
RCM CAPITAL MANAGEMENT
By: /S/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Operating Officer
RCM EQUITY FUNDS, INC.
By: /S/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
RCM CAPITAL FUNDS, INC.
By: /S/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
FUNDS DISTRIBUTOR, INC.
By: /S/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
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SCHEDULE A
TO THE AGREEMENT
BETWEEN
RCM CAPITAL MANAGEMENT;
RCM EQUITY FUNDS, INC.:
RCM CAPITAL FUNDS, INC.
AND
FUNDS DISTRIBUTOR, INC.
RCM EQUITY FUNDS, INC.
----------------------
RCM Global Technology Fund
RCM CAPITAL FUNDS, INC.
-----------------------
RCM Small Cap Fund
RCM Growth Equity Fund
RCM International Growth Equity Fund A
RCM CAPITAL MANAGEMENT
By: /S/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Operating Officer
RCM EQUITY FUNDS, INC.
By: /S/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
13
RCM CAPITAL FUNDS, INC.
By: /S/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: President
FUNDS DISTRIBUTOR, INC.
By: /S/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
14
Dated: June 13, 1996
SCHEDULE B
None as of June 13, 1996
15
