Exhibit (h)(8)(iii)
-------------------
TRANSFER AGENCY AND SERVICE AGREEMENT
between
DRESDNER RCM GLOBAL FUNDS, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
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Page
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1. Terms of Appointment and Duties................................................................ 1
2. Third Party Administrators for Defined Contributions Plans..................................... 4
3. Fees and Expenses.............................................................................. 4
4. Representations and Warranties of the Transfer Agent........................................... 5
5. Representations and Warranties of the Fund..................................................... 5
6. Wire Transfer Operating Guidelines............................................................. 6
7. Data Access and Proprietary Information........................................................ 7
8. Indemnification................................................................................ 9
9. Standard of Care............................................................................... 10
10. Year 2000...................................................................................... 10
11. Confidentiality................................................................................ 11
12. Covenants of the Fund and the Transfer Agent................................................... 11
13. Termination of Agreement....................................................................... 12
14. Assignment and Third Party Beneficiaries....................................................... 12
15. Subcontractors................................................................................. 13
16. Miscellaneous.................................................................................. 13
17. Additional Funds............................................................................... 15
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 21/st/ day of December, 1998 by and between DRESDNER
RCM GLOBAL FUNDS, INC., a Maryland corporation, having its principal office and
place of business at 0 Xxxxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
(the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in nine (9) series, such
series shall be named in the attached Schedule A which may be amended by the
parties from time to time (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 13, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
-------------------------------
1.1 Transfer Agency Services. Subject to the terms and conditions
set forth in this Agreement, the Fund, on behalf of the
Portfolios, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as its transfer
agent for the Fund's authorized and issued shares of its
common stock, $___ par value, ("Shares"), dividend disbursing
agent, custodian of certain retirement plans and agent in
connection with any accumulation, open-account or similar plan
provided to the shareholders of each of the respective
Portfolios of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional
information ("prospectus") of the Fund on behalf of the
applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program. In
accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Transfer Agent, the Transfer
Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund authorized
pursuant to the Articles of Incorporation of the Fund (the
"Custodian");
(b) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate
Shareholder account;
(c) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(d) In respect to the transactions in items (i), (ii)
and (iii) above, the Transfer Agent shall execute transactions
directly with broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the redeeming
Shareholders;
(f) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the applicable
Portfolio;
(h) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by
the Transfer Agent of indemnification satisfactory to the
Transfer Agent and protecting the Transfer Agent and the Fund,
and the Transfer Agent at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of the total
number of Shares of the Fund which are authorized, based upon
data provided to it by the Fund, and issued and outstanding.
The Transfer Agent shall also provide the Fund on a regular
basis with the total number of Shares which are authorized and
issued and outstanding and shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of
such Shares or to take cognizance of any laws relating to the
issue or sale of such Shares, which functions shall be the
sole responsibility of the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor
in contravention of, the services set forth in the above
paragraph, the Transfer Agent shall perform the following
services:
(a) Other Customary Services. Perform the customary
services of a transfer agent, dividend disbursing agent,
custodian of certain retirement plans and, as relevant, agent
in connection with accumulation, open-account or similar plan
(including without limitation any periodic investment plan or
periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing Shareholder proxies, Shareholder
reports and prospectuses to current Shareholders, withholding
taxes on U.S. resident
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and non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders,
and providing Shareholder account information.
(b) Control Book (also known as "Super Sheet").
Maintain a daily record and produce a daily report for the
Fund of all transactions and receipts and disbursements of
money and securities and deliver a copy of such report for the
Fund for each business day to the Fund no later than 9:00 AM
Eastern Time, or such earlier time as the Fund may reasonably
require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify
to the Transfer Agent in writing those transactions and assets
to be treated as exempt from blue sky reporting for each
State; and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter
monitor the daily activity for each State. The responsibility
of the Transfer Agent for the Fund's blue sky State
registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance
by the Fund and providing a system which will enable the Fund
to monitor the total number of Shares sold in each State;
(d) National Securities Clearing Corporation (the
"NSCC"). (i) accept and effectuate the registration and
maintenance of accounts through Networking and the purchase,
redemption, transfer and exchange of shares in such accounts
through Fund/SERV (networking and Fund/SERV being programs
operated by the NSCC on behalf of NSCC's participants,
including the Fund), in accordance with, instructions
transmitted to and received by the Transfer Agent by
transmission from NSCC on behalf of broker-dealers and banks
which have been established by, or in accordance with the
instructions of authorized persons, as hereinafter defined on
the dealer file maintained by the Transfer Agent; (ii) issue
instructions to Fund's banks for the settlement of
transactions between the Fund and NSCC (acting on behalf of
its broker-dealer and bank participants); (iii) provide
account and transaction information from the affected Fund's
records on DST Systems, Inc. computer system TA2000 ("TA2000
System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain Shareholder
accounts on TA2000 System through Networking.
(e) New Procedures. New procedures as to who shall
provide certain of these services in Section 1 may be
established in writing from time to time by agreement between
the Fund and the Transfer Agent. The Transfer Agent may at
times perform only a portion of these services and the Fund or
its agent may perform these services on the Fund's behalf.
(f) Additional Telephone Support Services. If the parties
elect to have the Transfer Agent provide additional telephone
support services under this Agreement, the
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parties will agree to such services, fees and sub-contracting
as stated in Schedule 1.2(f) entitled "Telephone Support
Services" attached hereto.
2. Third Party Administrators for Defined Contribution Plans
---------------------------------------------------------
2.1 The Fund may decide to make available to certain of its
customers, a qualified plan program (the "Program") pursuant
to which the customers ("Employers") may adopt certain plans
of deferred compensation ("Plan or Plans") for the benefit of
the individual Plan participant (the "Plan Participant"), such
Plan(s) being qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and administered by
third party administrators which may be plan administrators as
defined in the Employee Retirement Income Security Act of
1974, as amended) (the "TPA(s)").
2.2 In accordance with the procedures established in the initial
Schedule 2.1 entitled "Third Party Administrator Procedures",
as may be amended by the Transfer Agent and the Fund from time
to time ("Schedule 2.1 "), the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans
in the name of the Trustees, Plans or TPAs as the case may be
as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name
of the TPA or its designee as the Trustee for the benefit of
the Plan; and
(c) Perform all services under Section 1 as transfer
agent of the Funds and not as a record-keeper for the Plans.
2.3 Transactions identified under Section 2 of this Agreement
shall be deemed exception services ("Exception Services") when
such transactions:
(a) Require the Transfer Agent to use methods and
procedures other than those usually employed by the Transfer
Agent to perform services under Section 1 of this Agreement;
(b) Involve the provision of information to the Transfer
Agent after the commencement of the nightly processing cycle
of the TA2000 System; or
(c) Require more manual intervention by the Transfer
Agent, either in the entry of data or in the modification or
amendment of reports generated by the TA2000 System than is
usually required by non-retirement plan and pre-nightly
transactions.
3. Fees and Expenses
-----------------
3.1 Fee Schedule. For the performance by the Transfer Agent
pursuant to this Agreement, the Fund agrees to pay the
Transfer Agent an annual maintenance fee for each Shareholder
account as set forth in the attached fee schedule ("Schedule
3.1"). Such fees and out-of-pocket expenses and advances
identified under Section 3.2 below may be changed from time to
time subject to mutual written agreement between the Fund and
the Transfer Agent.
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3.2 Out-of-Pocket Expenses. In addition to the fee paid under
Section 3.1 above, the Fund agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to
confirmation production, postage, forms, telephone, microfilm,
microfiche, mailing and tabulating proxies, records storage,
or advances incurred by the Transfer Agent for the items set
out in Schedule 3.1 attached hereto. In addition, any other
expenses incurred by the Transfer Agent at the request or with
the consent of the Fund, will be reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall
be advanced to the Transfer Agent by the Fund at least seven
(7) days prior to the mailing date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective billing notice, except for any fees or expenses
which are subject to good faith dispute. In the event of such
a dispute, the Fund may only withhold that portion of the fee
or expense subject to the good faith dispute. The Fund shall
notify the Transfer Agent in writing within twenty-one (21)
calendar days following the receipt of each billing notice if
the Fund is disputing any amounts in good faith. If the Fund
does not provide such notice of dispute within the required
time, the billing notice will be deemed accepted by the Fund.
4. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
5. Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
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5.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws, to enter into and perform this
Agreement.
5.3 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
5.4 It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940,
as amended.
5.5 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the
Fund being offered for sale.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
--------------------------------------------------------------
Commercial Code
---------------
6.1 The Transfer Agent is authorized to promptly debit the
appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the
amount of money that the Transfer Agent has been instructed to
transfer. The Transfer Agent shall execute payment orders in
compliance with the Security Procedure and with the Fund
instructions on the execution date provided that such payment
order is received by the customary deadline for processing
such a request, unless the payment order specifies a later
time. All payment orders and communications received after
this the customary deadline will be deemed to have been
received the next business day.
6.2 The Fund acknowledges that the Security Procedure it has
designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The
Fund shall restrict access to confidential information
relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. The Fund must
notify the Transfer Agent immediately if it has reason to
believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized
personnel. The Transfer Agent shall verify the authenticity of
all Fund instructions according to the Security Procedure.
6.3 The Transfer Agent shall process all payment orders on the
basis of the account number contained in the payment order. In
the event of a discrepancy between any name indicated on the
payment order and the account number, the account number shall
take precedence and govern.
6.4 The Transfer Agent reserves the right to decline to process or
delay the processing of a payment order which (a) is in excess
of the collected balance in the account to be charged at the
time of the Transfer Agent's receipt of such payment order;
(b) if initiating such payment order would cause the Transfer
Agent, in the Transfer Agent's sole judgement, to exceed any
volume, aggregate dollar, network, time, credit or similar
limits which are applicable to the Transfer Agent; or (c) if
the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
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6.5 The Transfer Agent shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided
that such requests are received in a timely manner affording
the Transfer Agent reasonable opportunity to act. However, the
Transfer Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
6.6 The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the
Transfer Agent complies with the payment order instructions as
received and the Transfer Agent complies with the Security
Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the
detection of errors in payment orders.
6.7 The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any
unauthorized payment order, unless the Transfer Agent is
notified of the unauthorized payment order within thirty (30)
days of notification by the Transfer Agent of the acceptance
of such payment order. In no event (including failure to
execute a payment order) shall the Transfer Agent be liable
for special, indirect or consequential damages, even if
advised of the possibility of such damages.
6.8 When the Fund initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and the
rules of the National Automated Clearing House Association and
the New England Clearing House Association, the Transfer Agent
will act as an Originating Depository Financial Institution
and/or receiving depository Financial Institution, as the case
may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are
provisional until the Transfer Agent receives final settlement
for such entry from the Federal Reserve Bank. If the Transfer
Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount
credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
6.9 Confirmation of Transfer Agent's execution of payment orders
shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back.
Fund must report any objections to the execution of an order
within thirty (30) days.
7. Data Access and Proprietary Information
---------------------------------------
7.1 The Fund acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Fund by the
Transfer Agent as part of the Fund's ability to access certain
Fund-related data ("Customer Data") maintained by the Transfer
Agent on data bases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed Customer
Data. The Fund agrees to treat all Proprietary Information as
proprietary to the
7
Transfer Agent and further agrees that it shall not divulge
any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and
agents to:
(a) Use such programs and databases (i) solely on the
Fund's computers, or (ii) solely from equipment at the
location agreed to between the Fund and the Transfer Agent and
(iii) solely in accordance with the Transfer Agent's
applicable user documentation;
(b) Refrain from copying or duplicating in any way (other
than in the normal course or performing processing on the
Fund's computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Transfer Agent's instructions;
(d) Refrain from causing or allowing information
transmitted from the Transfer Agent's computer to the Fund's
terminal to be retransmitted to any other computer terminal or
other device except as expressly permitted by the Transfer
Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those
authorized transactions as agreed to between the Fund and the
Transfer Agent; and
(f) Honor all reasonable written requests made by the
Transfer Agent to protect at the Transfer Agent's expense the
rights of the Transfer Agent in Proprietary Information at
common law, under federal copyright law and under other
federal or state law.
7.2 Proprietary Information shall not include all or any portion
of any of the foregoing items that: (i) are or become publicly
available without breach of this Agreement; (ii) are released
for general disclosure by a written release by the Transfer
Agent; or (iii) are already in the possession of the receiving
party at the time or receipt without obligation of
confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the
Transfer Agent's Proprietary Information is essential to the
business interest of the Transfer Agent and that the
disclosure of such Proprietary Information in breach of this
Agreement would cause the Transfer Agent immediate,
substantial and irreparable harm, the value of which would be
extremely difficult to determine. Accordingly, the parties
agree that, in addition to any other remedies that may be
available in law, equity, or otherwise for the disclosure or
use of the Proprietary Information in breach of this
Agreement, the Transfer Agent shall be entitled to seek and
obtain a temporary restraining order, injunctive relief, or
other equitable relief against the continuance of such breach.
8
7.4 If the Fund notifies the Transfer Agent that any of the Data
Access Services do not operate in material compliance with the
most recently issued user documentation for such services, the
Transfer Agent shall endeavor in a timely manner to correct
such failure. Organizations from which the Transfer Agent may
obtain certain data included in the Data Access Services are
solely responsible for the contents of such data and the Fund
agrees to make no claim against the Transfer Agent arising out
of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE
BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability
to originate electronic instructions to the Transfer Agent in
order to: (i) effect the transfer or movement of cash or
Shares; or (ii) transmit Shareholder information or other
information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as
such instruction is undertaken in conformity with security
procedures established by the Transfer Agent from time to
time.
7.6 Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Section 7. The
obligations of this Section shall survive any earlier
termination of this Agreement.
8. Indemnification
---------------
8.1 The Transfer Agent shall not be responsible for, and the Fund
shall indemnify and hold the Transfer Agent harmless from and
against, any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in good faith
and without negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation
or warranty of the Fund hereunder;
(c) The reliance upon, and any subsequent use of or
action taken or omitted, by the Transfer Agent, or its agents
or subcontractors on: (i) any information, records, documents,
data, stock certificates or services, which are received by
the Transfer Agent or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the
Fund or any other person
9
or firm on behalf of the Fund including but not limited to any
previous transfer agent or registrar, (ii) any instructions or
requests of the Fund or any of its officers; (iii) any
instructions or opinions of legal counsel with respect to any
matter arising in connection with the services to be performed
by the Transfer Agent under this Agreement which are provided
to the Transfer Agent after consultation with such legal
counsel; or (iv) any paper or document, reasonably believed to
be genuine, authentic, or signed by the proper person or
persons;
(d) The offer or sale of Shares in violation of federal
or state securities laws or regulations requiring that such
Shares be registered or in violation of any stop order or
other determination or ruling by any federal or any state
agency with respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks
including without limitation for deposit into the Fund's
demand deposit account maintained by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements
required by the National Securities Clearing Corporation (the
"NSCC") required by the NSCC for the transmission of Fund or
Shareholder data through the NSCC clearing systems.
8.2 In order that the indemnification provisions contained in this
Section 8 shall apply, upon the assertion of a claim for which
the Fund may be required to indemnify the Transfer Agent, the
Transfer Agent shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the
option to participate with the Transfer Agent in the defense
of such claim or to defend against said claim in its own name
or in the name of the Transfer Agent. The Transfer Agent shall
in no case confess any claim or make any compromise in any
case in which the Fund may be required to indemnify the
Transfer Agent except with the Fund's prior written consent.
9. Standard of Care
----------------
9.1 The Transfer Agent shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to
insure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct or
that of its employees, except as provided in Section 9.2
below.
9.2 In the case of Exception Services as defined in Section 2.3
herein, the Transfer Agent shall be held to a standard of
gross negligence and encoding and payment processing errors
shall not be deemed negligence.
10. Year 2000
---------
The Transfer Agent will take reasonable steps to ensure that its
products (and those of its third-party suppliers) reflect the available
technology to offer products that are Year 2000 ready, including, but
not limited to, century recognition of dates, calculations that
correctly compute same century and multi century formulas and date
values, and interface values that
10
reflect the date issues arising between now and the next one-hundred
years, and if any changes are required, the Transfer Agent will make
the changes to its products at a price to be agreed upon by the parties
and in a commercially reasonable time frame and will require third
party suppliers to do likewise.
11. Confidentiality
---------------
11.1 The Transfer Agent and the Fund agree that they will not, at
any time during the term of this Agreement or after its
termination, reveal, divulge, or make known to any person,
firm, corporation or other business organization, any
customers' lists, trade secrets, cost figures and projections,
profit figures and projections, or any other secret or
confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or
the Fund during performance under this Agreement. The Fund and
the Transfer Agent further covenant and agree to retain all
such knowledge and information acquired during and after the
term of this Agreement respecting such lists, trade secrets,
or any secret or confidential information whatsoever in trust
for the sole benefit of the Transfer Agent or the Fund and
their successors and assigns. In the event of breach of the
foregoing by either party, the remedies provided by Section
7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure
shall not apply to the extent that the Transfer Agent must
disclose such data to its sub-contractor or Fund agent for
purposes of providing services under this Agreement.
11.2 In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than
request for records of Shareholders pursuant to standard
subpoenas from state or federal government authorities (i.e.,
divorce and criminal actions), the Transfer Agent will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. The
Transfer Agent expressly reserves the right, however, to
exhibit the Shareholder records to any person whenever it is
advised by counsel that it may be held liable for the failure
to exhibit the Shareholder records to such person or if
required by law or court order.
12. Covenants of the Fund and the Transfer Agent
--------------------------------------------
12.1 The Fund shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the
Transfer Agent and the execution and delivery of this
Agreement; and
(b) A copy of the Articles of Incorporation and By-Laws
of the Fund and all amendments thereto.
12.2 The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund
for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
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12.3 The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may
deem advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are
the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and
will be surrendered promptly to the Fund on and in accordance
with its request.
13. Termination of Agreement
------------------------
13.1 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
13.2 Should the Fund exercise its right to terminate, all out-of-
pocket expenses or costs associated with the movement of
records and material will be borne by the Fund. Additionally,
the Transfer Agent reserves the right to charge for any other
reasonable expenses associated with such termination and a
charge equivalent to the average of three (3) months' fees.
Payment of such expenses or costs shall be in accordance with
Section 3.4 of this Agreement.
13.3 Upon termination of this Agreement, each party shall return to
the other party all copies of confidential or proprietary
materials or information received from such other party
hereunder, other than materials or information required to be
retained by such party under applicable laws or regulations.
14. Assignment and Third Party Beneficiaries
----------------------------------------
14.1 Except as provided in Section 15.1 below and the Additional
Telephone Support Services Schedule 1.2(f) attached, neither
this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the
other party. Any attempt to do so in violation of this Section
shall be void. Unless specifically stated to the contrary in
any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or
responsibility under this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement,
nothing under this Agreement shall be construed to give any
rights or benefits in this Agreement to anyone other than the
Transfer Agent and the Fund, and the duties and
responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent
and the Fund. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted
successors and assigns.
14.3 This Agreement does not constitute an agreement for a
partnership or joint venture between the Transfer Agent and
the Fund. Other than as provided in Section 15.1 and Schedule
1.2(f), neither party shall make any commitments with third
parties that are binding on the other party without the other
party's prior written consent.
12
15. Subcontractors
--------------
15.1 The Transfer Agent may, without further consent on the
part of the Fund, subcontract for the performance hereof with
(i) Boston Financial Data Services, Inc., a Massachusetts
corporation ("BFDS") which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the Securities Exchange
Act of 1934, as amended, (ii) a BFDS subsidiary duly
registered as a transfer agent or (iii) a BFDS affiliate duly
registered as a transfer agent; provided, however, that the
Transfer Agent shall be fully responsible to the Fund for the
acts and omissions of BFDS or its subsidiary or affiliate as
it is for its own acts and omissions.
15.2 Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the
actions or omissions to act of unaffiliated third parties such
as by way of example and not limitation, Airborne Services,
Federal Express, United Parcel Service, the U.S. Mails, the
NSCC and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall
have exercised due care in selecting the same.
16. Miscellaneous
-------------
16.1 Amendment. This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or
approved by a resolution of the Board of Directors of the
Fund.
16.2 Massachusetts Law to Apply. This Agreement shall be construed
and the provisions thereof interpreted under and in accordance
with the laws of The Commonwealth of Massachusetts.
16.3 Force Majeure. In the event either party is unable to perform
its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable
for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
16.4. Consequential Damages. Neither party to this Agreement shall
be liable to the other party for consequential damages under
any provision of this Agreement or for any consequential
damages arising out of any act or failure to act hereunder.
16.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall
survive the termination of this Agreement.
16.6 Severability. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the
validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired.
13
16.7 Priorities Clause. In the event of any conflict, discrepancy
or ambiguity between the terms and conditions contained in
this Agreement and any Schedules or attachments hereto, the
terms and conditions contained in this Agreement shall take
precedence.
16.8 Waiver. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant or
condition.
16.9 Merger of Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether
oral or written.
16.10 Counterparts. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
16.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced
by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by
a party in the regular course of business, and that any
enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
16.12 Notices. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first
class mail, postage prepaid, addressed as follows or to such
other address or addresses of which the respective party shall
have notified the other.
(a) If to State Street Bank and Trust Company, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(b) If to the Fund, to:
Dresdner RCM
0 Xxxxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
14
Attention: Xxxxxx Xxxxx
17. Additional Funds
----------------
In the event that the Fund establishes one or more series of Shares in addition
to the attached Schedule A with respect to which it desires to have the Transfer
Agent render services as transfer agent under the terms hereof, it shall so
notify the Transfer Agent in writing, and if the Transfer Agent agrees in
writing to provide such services, such series of Shares shall become a Portfolio
hereunder.
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
DRESDNER RCM GLOBAL FUNDS, INC.
BY:____________________________
ATTEST:
_________________________________
STATE STREET BANK AND TRUST
COMPANY
BY:____________________________
Vice Chairman
ATTEST:
_________________________________
16
SCHEDULE A
Global Technology Fund
Global Small Cap Fund
Global Health Care Fund
Large Cap Growth Fund
Emerging Markets Fund
Biotechnology Fund
Tax Managed Growth Fund
DRESDNER RCM GLOBAL FUNDS, INC. STATE STREET BANK AND TRUST COMPANY
BY:_______________________________ BY:________________________________
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated: December 21, 1998
1. On each Business Day, the TPA(s) shall receive, on behalf of and as
agent of the Fund(s), Instructions (as hereinafter defined) from the
Plan. Instructions shall mean as to each Fund (i) orders by the Plan
for the purchases of Shares, and (ii) requests by the Plan for the
redemption of Shares; in each case based on the Plan's receipt of
purchase orders and redemption requests by Participants in proper form
by the time required by the term of the Plan, but not later than the
time of day at which the net asset value of a Fund is calculated, as
described from time to time in that Fund's prospectus. Each Business
Day on which the TPA receives Instructions shall be a "Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the
Plans. In the case of net purchases by any Plan, the TPA(s) shall
instruct the Trustees of such Plan to transmit the aggregate purchase
price for Shares by wire transfer to the Transfer Agent on (TD+1). In
the case of net redemptions by any Plan, the TPA(s) shall instruct the
Fund's custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+I). The
times at which such notification and transmission shall occur on (TD+1)
shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with
the Transfer Agent and such account shall be in the name of that Plan,
the TPA(s), or the nominee of either thereof as the record owner of
Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that
Plan as of the statement closing date, purchases and redemptions of
Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan on Shares during the
statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are
necessary to enable the Fund to comply with state Blue Sky
requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at
the request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
DRESDNER RCM GLOBAL FUNDS, INC. STATE STREET BANK AND TRUST
COMPANY
BY:_____________________________________ BY:___________________________
SCHEDULE 3.1
FEES
Dated: December 21, 1998
Annual Account Service Fees
---------------------------
Monthly Dividend Funds (per open account within a fund) $ 14.00/year*
Quarterly Dividend Funds (per open account within a fund) $ 13.00/year*
Semi-Annual/Annual Dividend Funds (per open account within a fund) $ 12.00/year*
Closed Account Fee (per closed account within a fund) $ 1.80/year*
Minimum Per Cusip
1/st/ Class within a Non-Institutional Portfolio $18,000/year*
Subsequent Classes within a Non-Institutional Portfolio $15,000/year*
Institutional Classes $12,000/year*
* Fees-are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Account service fees are the higher of: open account charges plus closed account
charges or the fund minimum.
Activity Based Fees
-------------------
New Account Set-up $ 4.00/each
Manual Transactions $ 1.50/each
Manual Non-Financial Transactions $ .75/each
Telephone Calls $ 2.00/each
Correspondence $ 3.00/each
Banking Services
----------------
Checkwriting Drafts Presented for Payment $ 1.00/each
Checkwriting Set-up $ 5.00/each
Conversion Fees
---------------
Per Class within a Portfolio $ 2,500/each
Fund Implementation Fees
------------------------
First Class within a Portfolio $ 1,000/each
Subsequent Classes within a Portfolio $ 500/each
Institutional Class $ 1,000/each
These fees will be subject to an annual Cost of Living Adjustment based on
regional consumer price index.
SCHEDULE 3.1
FEES
(continued)
Out-of-Pocket Expenses Billed as incurred
----------------------
Out-of-Pocket expenses include but are not limited to: mailing expenses (i.e.,
statements, stationery, checks, certificates, sales literature, printing,
postage, etc.), telecommunication expenses, equipment and software expenses
(client-site only), programming expenses (i.e., charges necessary to establish
consolidated statement), microfiche, freight, ACH bank charges, and all other
expenses incurred on the fund's behalf.
DRESDNER RCM GLOBAL FUNDS, INC. STATE STREET BANK AND TRUST
COMPANY
BY:________________________________ BY:____________________________
FORM OF NOVATION AND AMENDMENT
OF TRANSFER AGENCY AGREEMENT
This Agreement is entered into this ____ day of _________, 200_ by and
among Dresdner RCM Global Funds, Inc., a Maryland corporation ("DRCM"), on
behalf of each of its series listed on Schedule A hereto (each, an "Acquired
Fund"), State Street Bank and Trust Company, a Massachusetts trust company (the
"Transfer Agent"), and PIMCO Advisors L.P., a Delaware limited partnership
("PALP"), acting in its capacity as administrator of PIMCO Funds: Multi-Manager
Series, a Massachusetts business trust (the "Trust"). Reference is made to the
Transfer Agency and Service Agreement dated as of December 21, 1998 by and
between DRCM and the Transfer Agent, as amended (the "Transfer Agency
Agreement").
WHEREAS, DRCM on behalf of each Acquired Fund has entered into an Agreement
and Plan of Reorganization dated November 12, 2001 with the Trust on behalf of
each of its series listed on Schedule A hereto (each, an "Acquiring Fund"),
pursuant to which each Acquired Fund will be reorganized into its corresponding
Acquiring Fund, effective as of the Exchange Date, as defined therein (herein,
the "Closing Date");
WHEREAS, the Transfer Agent currently provides transfer agency and other
services to each Acquired Fund pursuant to the Transfer Agency Agreement;
WHEREAS, PALP administers all of the operations of the Trust, pursuant to
an Administration Agreement between PALP and the Trust, and, on behalf of the
Trust and at PALP's expense, procures or provides for the procurement of certain
services, including among others, transfer agency and recordkeeping services;
WHEREAS, DRCM desires to effect a novation of the Transfer Agency Agreement
such that PALP, as administrator of the Trust and with respect to each Acquiring
Fund, is substituted for DRCM as party to such agreement, PALP desires to accept
the novation thereof, and the Transfer Agent desires to consent to such
novation;
WHEREAS, PALP and the Transfer Agent desire to amend certain provisions of
the Transfer Agency Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions contained
herein, DRCM hereby effects a novation of the Transfer Agency Agreement to
substitute PALP for DRCM as party to such agreement (the "Novation"), the
Transfer Agent hereby consents to such Novation and hereby releases DRCM from
all of its duties and obligations under the Transfer Agency Agreement, and PALP,
as administrator of the Trust and with respect to each Acquiring Fund, hereby
accepts the Novation and hereby releases DRCM from all of its duties and
obligations under the Transfer Agency Agreement and assumes all rights, duties
and obligations of DRCM under such agreement. Any procedures established from
time to time by agreement between DRCM and the Transfer Agent, including, but
not limited to, those established in
24
accordance with Sections 1.1 and 1.2(e) of the Transfer Agency Agreement, shall
be considered to be a part of the Transfer Agency Agreement and shall be
assigned to PALP, subject to the terms and conditions contained herein and
subject to amendment by mutual agreement of PALP and the Transfer Agent.
2. Term. The Novation shall become effective on the Closing Date and
shall extend through February 28, 2002, or such other date as may be mutually
agreed on in writing by PALP and the Transfer Agent (the "Termination Date").
3. Release. In accordance with Section 14.1 of the Transfer Agency
Agreement, the parties hereby release DRCM from any duty or responsibility it
may have under the Transfer Agency Agreement.
4. Amendments to the Transfer Agency Agreement. Pursuant to Section 16.1
of the Transfer Agency Agreement, PALP and the Transfer Agent hereby agree to
the following amendments to the Transfer Agency Agreement, such amendments to
take affect immediately upon consummation of the Novation:
a. Section 13: Sections 13.1 and 13.2 of the Transfer Agency
Agreement shall be deleted in their entirety and replaced with the
following:
13.1 This Agreement may be terminated by either party upon thirty
(30) days written notice to the other. This Agreement shall
terminate on February 28, 2002, or such other date as the
parties may mutually agree in writing.
13.2 Should the Fund exercise its right to terminate, all out-of-
pocket expenses or costs associated with the movement of
records and material will be borne by the Fund. Additionally,
the Transfer Agent reserves the right to charge for any other
reasonable expenses associated with such termination. Payment
of such expenses or costs shall be in accordance with Section
3.4 of this Agreement.
b. Section 16:
-----------
(1) Section 16.1 of the Transfer Agency Agreement shall be amended by
deleting the following language: "and authorized or approved by a
resolution of the Board of Directors of the Fund."
(2) Section 16.12(b) of the Transfer Agency Agreement shall be
amended by deleting the existing address and inserting the
following address for notices to the Fund: PIMCO Advisors L.P.,
c/o Pacific Investment Management Company, 000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Attention: Xxxx
Xxxxxxx, Telephone: 000-000-0000, Fax: 000-000-0000.
c. Schedule A: The list of DRCM Funds in Schedule A to the Transfer
Agency Agreement shall be deleted and replaced with a list containing the
following series of the Trust:
25
PIMCO RCM International Growth Equity Fund
PIMCO RCM Emerging Markets Fund
PIMCO RCM Europe Fund
PIMCO RCM Global Equity Fund
PIMCO RCM Global Small-Cap Fund
PIMCO RCM Global Technology Fund
PIMCO RCM Global Healthcare Fund
PIMCO RCM Large-Cap Growth Fund
PIMCO RCM Tax-Managed Growth Fund
PIMCO RCM Mid-Cap Fund
PIMCO RCM Small-Cap Fund
PIMCO RCM Biotechnology Fund
PIMCO RCM Balanced Fund
d. Schedule 1.2(f): Schedule 1.2(f) to the Transfer Agency Agreement
shall be deleted in its entirety.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
26
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PIMCO ADVISORS L.P.,
as administrator of the Trust and with respect to
each series of the Trust listed on Schedule A
hereto
By:___________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:___________________________
Name:
Title:
Agreed and accepted as to the entire Agreement,
except Section 4
DRESDNER RCM GLOBAL FUNDS, INC.,
on behalf of each of its series listed on Schedule
A hereto
By:___________________________
Name:
Title:
27
SCHEDULE A
Series of Dresdner RCM Global Funds, Inc., SERIES OF PIMCO FUNDS: MULTI-MANAGER SERIES,
each an Acquired Fund EACH AN ACQUIRING FUND
Dresdner RCM International Growth Equity Fund PIMCO RCM International Growth Equity Fund
Dresdner RCM Emerging Markets Fund PIMCO RCM Emerging Markets Fund
Dresdner RCM Europe Fund PIMCO RCM Europe Fund
Dresdner RCM Global Equity Fund PIMCO RCM Global Equity Fund
Dresdner RCM Global Small Cap Fund PIMCO RCM Global Small-Cap Fund
Dresdner RCM Global Technology Fund PIMCO RCM Global Technology Fund
Dresdner RCM Global Health Care Fund PIMCO RCM Global Healthcare Fund
Dresdner RCM Large Cap Growth Fund PIMCO RCM Large-Cap Growth Fund
Dresdner RCM Tax Managed Growth Fund PIMCO RCM Tax-Managed Growth Fund
Dresdner RCM MidCap Fund PIMCO RCM Mid-Cap Fund
Dresdner RCM Small Cap Fund PIMCO RCM Small-Cap Fund
Dresdner RCM Biotechnology Fund PIMCO RCM Biotechnology Fund
Dresdner RCM Balanced Fund PIMCO RCM Balanced Fund
28
