INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into this 3rd day of May,
1999 by and between Dresdner RCM Investment Funds Inc. (the
Company), on behalf of Dresdner RCM Europe 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 out the 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, 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 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, 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 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 January 26, 2001. 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
By:/s/Xxxxx X. Xxxxx
ATTEST:
By:/s/Xxxxxx X. Xxxxxxxxx
DRESDNER RCM INVESTMENT FUNDS INC.
ON BEHALF OF DRESDNER RCM EUROPE FUND
By:/s/Xxxxxx X. Rio
ATTEST:
By:/s/Xxxxx Xxxxxxx-Xxxx
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND DRESDNER RCM
INVESTMENT FUNDS INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EUROPE FUND
Effective Date: May 3, 1999
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 up to and including $100 million and 0.80%
of the Funds average daily net assets in excess of $100
million.
Value of Securities and Cash of Fund Fee
------------------------------------ ----
Up to and including $100 million 1.00% xxx
In excess of $100 million 0.80% xxx
For three years beginning from the date that the Fund
converts to an open-end investment company, the Investment
Manager shall reimburse the Fund to the extent that the
operating expenses of the Fund (as hereinafter defined)
exceed 1.60% 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: May 3, 1999
DRESDNER RCM GLOBAL INVESTORS LLC
By: /s/Xxxxx X. Xxxxx
ATTEST:
By: /s/Xxxxxx X. Xxxxxxxxx
DRESDNER RCM INVESTMENT FUNDS INC.
ON BEHALF OF DRESDNER RCM EUROPE FUND
By: /s/Xxxxxx X. Rio
ATTEST:
By: /s/Xxxxx Xxxxxxx-Xxxx
Sub-Item 77Q1(e)
B-6
