SUB-ITEM 77Q1(E)
July 23, 2001
Dresdner RCM Global Investors LLC
Four Embarcadero Center
San Francisco, California 94111
Dear Sirs:
INTERIM INVESTMENT ADVISORY AGREEMENT
On the authority of the Board of Directors of Dresdner RCM Global
Strategic Income Fund, Inc., I write to confirm the agreed terms of your
appointment as Investment Advisor to the Dresdner RCM Global Strategic Income
Fund, Inc. (the "Fund") and send you herewith copies of the following documents:
(a) the Fund's Articles of Incorporation
(b) the By-Laws of the Fund as in effect at the date hereof
(c) the Fund's most recent Registration Statement
(d) resolutions of the Board of Directors of the Fund selecting you as
Investment Advisor for the Fund and approving the terms of your
appointment as set out in this letter.
Any amendment to any of these instruments will be notified to you
forthwith.
Will you kindly confirm your agreement with these terms by having the
acknowledgement at the foot of the enclosed duplicate copy of this letter signed
by an appropriate officer of Dresdner RCM Global Investors LLC under authority
of its Board of Directors, and return to us together with a certified copy of
the Board resolution authorizing such signature.
TERMS OF APPOINTMENT
(A) Your duties will be to provide the Fund with investment research, advice and
supervision and to furnish continuously an investment program for the Fund in
accordance with the Fund's then current investment objectives, policies and
limitations, and the Investment Company Act of 1940 (the "1940 Act"). You will
also be required to advise at all times what securities shall be purchased for
the portfolio and what securities shall be sold from its portfolio and what
proportion of the Fund's assets shall be held uninvested, subject always to the
provisions of the Articles of Incorporation and By-laws as each may from time to
time be amended. You will also advise and assist the officers of the Fund in
taking such steps as may be necessary or appropriate for carrying out the
decisions of its Board of Directors and the appropriate committees of such Board
regarding the foregoing matters and the general conduct of the investment
business of the Fund.
(B) In addition, you shall, subject to the general supervision of the Board of
Directors of the Fund, provide for the administration of all other affairs of
the Fund. In this regard, you shall act as an independent contractor of the
Fund:
(i) to the extent not provided by the Fund's custodian and financial
agent and the Fund's transfer agent and registrar, provide the Fund
with personnel to perform such executive, administrative and
clerical services as are reasonably necessary to provide effective
administration of the Fund.
(ii) to the extent not arranged by the Fund's custodian and financial
agent and the Fund's transfer agent and registrar, arrange for (A)
the preparation and submission of proxy statements and quarterly and
annual reports to stockholders and (B) the periodic updating of the
Fund's Registration Statement and the preparation of reports filed
with the Securities and Exchange Commission ("SEC") and other
regulatory authorities:
(iii) to the extent not provided by the Fund's custodian and financial
agent and the Fund's transfer agent and registrar, provide the Fund
with adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, stationery
supplies and similar items. The Investment Advisor shall bear all
expenses of its employees and overhead incurred by them in
connection with their duties as officers and directors under this
Interim Agreement. The Fund will bear its own expenses, including
fees of the Fund's directors who are not interested persons (as
defined in the 1940 Act) of any party or any sub-advisor to the
Fund; out-of-pocket travel expenses for all directors and other
expenses incurred by the Fund in connection with meetings of
directors; interest expenses; tax and governmental fees; brokerage
commissions and other expenses incurred in acquiring or disposing of
the Fund's portfolio securities; expenses of preparing stock
certificates; expenses of registering and qualifying the Fund's
shares for sale with the Securities and Exchange Commission and in
various states and foreign jurisdictions; auditing, accounting,
legal and insurance costs; custodian, dividend disbursing and
transfer agent expenses; expense of obtaining and maintaining stock
exchange listings of the Fund's shares; and the expenses of
stockholder meetings.
(iv) to maintain and preserve all records which the Fund is required to
maintain and preserve by the 1940 Act and the rules and regulations
thereunder, other than records maintained and preserved by the
Fund's custodian and financial agent and the Fund's transfer agent
and registrar, all such records maintained and preserved,
nevertheless being the property of the Fund.
(v) to prepare the Fund's U.S. federal, state and local income
taxreturns.
(vi) to respond to or refer to the Fund's officers or transfer agent
stockholder inquiries relating to the Fund.
(vii) to arrange, at the Fund's expense, for the determining and
publishing of the Fund's net asset value in accordance with the
Fund's policy as adopted from time to time by the Board of
Directors.
(C) You shall not be liable for any error of judgment or for any loss suffered
by the Fund in connection with the matters to which this Interim Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect
to receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard by you of your obligations and duties under
this Interim Agreement.
(D) In consideration of your services under paragraphs (A) and (B) above you
shall be entitled by way of remuneration to a fee at the annual rate of 0.70% of
the Fund's weekly net assets up to $100 million; and 0.65% of the Fund's weekly
net assets in excess of $100 million, computed based upon net asset value at the
end of each week and payable at the end of each calendar month. All management
fees earned hereunder shall be held in an escrow account with the Fund's
custodian.
(i) If a majority of the Fund's outstanding voting securities approve a
new investment management agreement within the 150 day period from
the date hereof, the fees held in the escrow account will be paid to
the Investment Manager.
(ii) If a majority of the Fund's outstanding voting securities do not
approve a new investment management agreement with the Investment
Manager, the Investment Manager will be paid, out of the escrow
account, the lesser of:
Any costs incurred in performing this Interim Agreement (plus
interest earned on that amount while in escrow); or
The total amount in the escrow account (plus interest earned).
(E) Payments of the fees referred to in paragraph (D) above shall be made within
14 days from the last day of the month. Such fees shall be deemed to cover and
include all your staff and office expenses and all other expenses of providing
services and fulfilling your duties hereunder.
(F) The Investment Advisor shall determine the securities to be purchased or
sold by the Fund and will place orders from or through and sell securities to or
through such persons, brokers or dealers as it shall deem appropriate
(including, in case of brokerage transactions, affiliated persons (as defined in
the 1940 Act) of the Investment Advisor or any subadviser to the Fund in
accordance with Section 17(e) of the 1940 Act and Rule 17e-1 thereunder). Where
the Investment Advisor places orders for the execution of portfolio transactions
for the Fund, the Investment Advisor may allocate such transactions to such
brokers and dealers for execution in such markets, at such prices and at such
commission rates as in the good faith judgment of the Investment Advisor will be
in the best interest of the Fund, taking into consideration in the selection of
such brokers and dealers not only the available prices and rates of brokerage
commissions, but also other relevant factors (such as, without limitation,
execution capabilities, research and other services provided by such brokers or
dealers which are expected to enhance the general portfolio management
capabilities of the Investment Advisor) without having to demonstrate that such
factors are of a direct benefit to the Fund.
(G) If the Investment Advisor resigns or is otherwise terminated from its
position with respect to the Fund, the Investment Advisor, at its option, may
require the Fund to change its name to reflect an entity that does not include
the use of the words "Dresdner" and/or "RCM" in its name as registered with SEC,
as specified in its charter or as marketed to the public. The party initiating
the change will bear the expense for any such name change. This provision shall
survive the termination of this Interim Agreement and shall remain in full force
and effect for so long as the Fund is in existence.
(H) This appointment shall take effect as from July 23, 2001 and shall continue
until a new investment advisory agreement is approved by a vote of "a majority
of the outstanding voting securities" (as defined in the 1940 Act) of the Fund,
but in no event, shall this agreement have a duration greater than 150 days from
the date hereof. This contract may be terminated without the payment of any
penalty by the Board of Directors of the Fund or by the vote of a majority (as
defined in the 1940 Act) of the outstanding voting securities of the Fund at any
time upon ten days' written notice to the Investment Adviser, or by you on sixty
days' written notice to the Fund , provided always that either party may at any
time terminate this Interim Agreement by notice in writing to the other party in
the event
of (i) the other party entering into liquidation or (ii) a receiver being
appointed over the whole or any part of its undertaking or assets or (iii) its
shares or its undertaking being nationalized or expropriated by a government
authority or (iv) its committing any breach of its obligation under this Interim
Agreement and failing within thirty days of receipt of notice requiring it do
so, to make good such breach
(I) Nothing in this Interim Agreement shall limit or restrict the right of any
director, officer or employee of the Investment Advisor who may also be a
director, officer or employee of the Fund to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Investment Advisor to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
(J) During the term of the Interim Agreement, the Fund agrees to furnish the
Investment Advisor at its principal office, prior to use thereof, any and all
prospectuses, proxy statements, reports to stockholders, sales literature, or
other material prepared for distribution to stockholders of the Fund or the
public that refer in any way to the Investment Advisor and not to use such
material if the Investment Advisor reasonably objects in writing within five
business days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this Interim Agreement, the Fund will
continue to furnish to the Investment Advisor copies any of the above mentioned
materials that refer in any way to the Investment Advisor. The Fund shall
furnish or otherwise make available to the Investment Advisor such other
information relating to the business affairs of the Fund as the Investment
Advisor at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
(K) Any notice or other communication required to be given pursuant to this
Interim Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Investment Advisor at Four
Embarcadero Center, San Francisco, California, 94111, Attention: Legal Services
Department; or (2) to the Fund at Four Embarcadero Center, San Francisco,
California, 94111, Attention: Secretary.
(L) This appointment shall be automatically terminated in the event of its
assignment. The term "assignment" shall have the meaning specified in the 1940
Act as now in effect or as hereafter amended.
(M) The Investment Advisor may enter into one or more contracts (each a
"Subadvisory Contract" or "Subadministration Contract") with a subadviser or
subadministrator in which the Investment Advisor delegates to such subadviser or
subadministrator any or all duties specified in this Interim Agreement, provided
that each Subadvisory Contract or Subadministration Contract imposes on the
subadviser or subadministrator bound thereby all applicable duties and
conditions to which the Investment Advisor is subject under this Interim
Agreement, and further provided that each Subadvisory Contract meets all
requirements of the 1940 Act and any rules, regulations, or orders of the
Securities and Exchange
Commission thereunder.
(N) This Interim Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the conflict of laws
provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Yours faithfully,
/s/ Xxxx X. Xxxxxx
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
By: /s/ Xxxx X. Xxxxxx
We hereby confirm our agreement with the terms set out in the letter, of
which the above is a duplicate, and accept the same as a binding contract as at
the date thereof.
For
/s/ Xxxx X. Xxxxxx
DRESDNER RCM GLOBAL INVESTORS LLC
By: /s/ Xxxx X. Xxxxxx
November 20, 2001
Dresdner RCM Global Investors LLC
Four Embarcadero Center
San Francisco, California 94111
Dear Sirs:
INVESTMENT ADVISORY AGREEMENT
On the authority of the Board of Directors of Dresdner RCM Global
Strategic Income Fund, Inc., I write to confirm the agreed terms of your
appointment as Investment Advisor to the Dresdner RCM Global Strategic Income
Fund, Inc. (the "Fund") and send you herewith copies of the following documents:
(e) the Fund's Articles of Incorporation
(f) the By-Laws of the Fund as in effect at the date hereof
(g) the Fund's most recent Registration Statement
(h) resolutions of the Board of Directors of the Fund selecting you as
Investment Advisor for the Fund and approving the terms of your
appointment as set out in this letter.
Any amendment to any of these instruments will be notified to you
forthwith.
Will you kindly confirm your agreement with these terms by having the
acknowledgement at the foot of the enclosed duplicate copy of this letter signed
by an appropriate officer of Dresdner RCM Global Investors LLC under authority
of its Board of Directors, and return to us together with a certified copy of
the Board resolution authorizing such signature.
TERMS OF APPOINTMENT
(A) Your duties will be to provide the Fund with investment research, advice and
supervision and to furnish continuously an investment program for the Fund in
accordance with the Fund's then current investment objectives, policies and
limitations, and the Investment Company Act of 1940 (the "1940 Act"). You will
also be required to advise at all times what securities shall be purchased for
the portfolio and what securities shall be sold from its portfolio and what
proportion of the Fund's assets shall be held uninvested, subject always to the
provisions of the Articles of Incorporation and By-laws as each may from time to
time be amended. You will also advise and assist the officers of the Fund in
taking such steps as may be necessary or appropriate for carrying out the
decisions of its Board of Directors and the appropriate committees of such Board
regarding the foregoing matters and the general conduct of the investment
business of the Fund.
(B) In addition, you shall, subject to the general supervision of the Board of
Directors of the Fund, provide for the administration of all other affairs of
the Fund. In this regard, you shall act as an independent contractor of the
Fund:
(i) to the extent not provided by the Fund's custodian and financial
agent and the Fund's transfer agent and registrar, provide the Fund
with personnel to perform such executive, administrative and
clerical services as are reasonably necessary to provide effective
administration of the Fund.
(ii) to the extent not arranged by the Fund's custodian and financial
agent and the Fund's transfer agent and registrar, arrange for (A)
the preparation and submission of proxy statements and quarterly and
annual reports to stockholders and (B) the periodic updating of the
Fund's Registration Statement and the preparation of reports filed
with the Securities and Exchange Commission ("SEC") and other
regulatory authorities:
(iii) to the extent not provided by the Fund's custodian and financial
agent and the Fund's transfer agent and registrar, provide the Fund
with adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, stationery
supplies and similar items. The Investment Advisor shall bear all
expenses of its employees and overhead incurred by them in
connection with their duties as officers and directors under this
Agreement. The Fund will bear its own expenses, including fees of
the Fund's directors who are not interested persons (as defined in
the 1940 Act) of any party or any sub-advisor to the Fund;
out-of-pocket travel expenses for all directors and other expenses
incurred by the Fund in connection with meetings of directors;
interest expenses; tax and governmental fees; brokerage commissions
and other expenses incurred in acquiring or disposing of the Fund's
portfolio securities; expenses of preparing stock certificates;
expenses of registering and qualifying the Fund's shares for sale
with the Securities and Exchange Commission and in various states
and foreign jurisdictions; auditing, accounting, legal and insurance
costs; custodian, dividend disbursing and transfer agent expenses;
expense of obtaining and maintaining stock exchange listings of the
Fund's shares; and the expenses of stockholder meetings.
(viii) to maintain and preserve all records which the Fund is required to
maintain and preserve by the 1940 Act and the rules and regulations
thereunder, other than records maintained and preserved by the
Fund's custodian and financial agent and the Fund's transfer agent
and registrar, all such records maintained and preserved,
nevertheless being the property of the Fund.
(ix) to prepare the Fund's U.S. federal, state and local income tax
returns.
(x) to respond to or refer to the Fund's officers or transfer agent
stockholder inquiries relating to the Fund.
(vii) to arrange, at the Fund's expense, for the determining and
publishing of the Fund's net asset value in accordance with the
Fund's policy as adopted from time to time by the Board of
Directors.
(C) You shall not be liable for any error of judgment or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to receipt
of compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the 1940
Act) or a loss resulting from willful misfeasance, bad faith, gross negligence
or reckless disregard by you of your obligations and duties under this
Agreement.
(D) In consideration of your services under paragraphs (A) and (B) above you
shall be entitled by way of remuneration to a fee at the annual rate of 0.70% of
the Fund's weekly net assets up to $100 million; and 0.65% of the Fund's weekly
net assets in excess of $100 million, computed based upon net asset value at the
end of each week and payable at the end of each calendar month.
(E) Payments of the fees referred to in paragraph (D) above shall be made within
14 days from the last day of the month. Such fees shall be deemed to cover and
include all your staff and office expenses and all other expenses of providing
services and fulfilling your duties hereunder.
(F) The Investment Advisor shall determine the securities to be purchased or
sold by the Fund and will place orders from or through and sell securities to or
through such persons, brokers or dealers as it shall deem appropriate
(including, in case of brokerage transactions, affiliated persons (as defined in
the 1940 Act) of the Investment Advisor or any subadviser to the Fund in
accordance with Section 17(e) of the 1940 Act and Rule 17e-1 thereunder). Where
the Investment Advisor places orders for the execution of portfolio transactions
for the Fund, the Investment Advisor may allocate such transactions to such
brokers and dealers for execution in such markets, at such prices and at such
commission rates as in the good faith judgment of the Investment Advisor will be
in the best interest of the Fund, taking into consideration in the selection of
such brokers and dealers not only the available prices and rates of brokerage
commissions, but also other relevant factors (such as, without limitation,
execution capabilities, research and other services provided by such brokers or
dealers which are expected to enhance the general portfolio management
capabilities of the Investment Advisor) without having to demonstrate that such
factors are of a direct benefit to the Fund.
(G) If the Investment Advisor resigns or is otherwise terminated from its
position with respect to the Fund, the Investment Advisor, at its option, may
require the Fund to change its name to reflect an entity that does not include
the use of the words "Dresdner" and/or "RCM" in its name as registered with SEC,
as specified in its charter or as marketed to the public. The party initiating
the change will bear the expense for any such name change. This provision shall
survive the termination of this Agreement and shall remain in full force and
effect for so long as the Fund is in existence.
(H) This appointment shall take effect as from November 20, 2001 and shall
continue in effect annually if approved by the Board of Directors of the Fund or
by vote of "a majority of the outstanding voting securities" (as defined in the
1940 Act) of the Fund, and in either case by a majority of the directors of the
Fund who are not interested persons of either party to this Agreement. This
contract may be terminated by the Fund or by you at any time upon sixty days'
written notice on either side without the payment of any penalty, provided
always that either party may at any time terminate this Agreement by notice in
writing to the other party in the event of (i) the other party entering into
liquidation or (ii) a receiver being appointed over the whole or any part of its
undertaking or assets or (iii) its shares or its undertaking being nationalized
or expropriated by a government authority or (iv) its committing any breach of
its obligation under this Agreement and failing within thirty days of receipt of
notice requiring it do so, to make good such breach.
(I) Nothing in this Agreement shall limit or restrict the right of any director,
officer or employee of the Investment Advisor who may also be a director,
officer or employee of the Fund to engage in any other business or to devote his
time and attention in part to the management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict the right of
the Investment Advisor to engage in any other business or to render services of
any kind to any other corporation, firm, individual or association.
(J) During the term of the Agreement, the Fund agrees to furnish the Investment
Advisor at its principal office, prior to use thereof, any and all prospectuses,
proxy statements, reports to stockholders, sales literature, or other material
prepared for distribution to stockholders of the Fund or the public that refer
in any way to the Investment Advisor and not to use such material if the
Investment Advisor reasonably objects in writing within five business days (or
such other time as may be mutually agreed) after receipt thereof. In the event
of termination of this Agreement, the Fund will continue to furnish to the
Investment Advisor copies of any of the above mentioned materials that refer in
any way to the Investment Advisor. The Fund shall furnish or otherwise make
available to the Investment Advisor such other information relating to the
business affairs of the Fund as the Investment Advisor at any time, or from time
to time, reasonably requests in order to discharge its obligations hereunder.
(K) Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (1) to the Investment Advisor at Four Embarcadero Center, San
Francisco, California, 94111, Attention: Legal Services Department; or (2) to
the Fund at Four Embarcadero Center, San Francisco, California, 94111,
Attention: Secretary.
(L) This appointment shall be automatically terminated in the event of its
assignment. The term "assignment" shall have the meaning specified in the 1940
Act as now in effect or as hereafter amended.
(M) The Investment Advisor may enter into one or more contracts (each a
"Subadvisory Contract" or "Subadministration Contract") with a subadviser or
subadministrator in which the Investment Advisor delegates to
such subadviser or subadministrator any or all duties specified in this
Agreement, provided that each Subadvisory Contract or Subadministration Contract
imposes on the subadviser or subadministrator bound thereby all applicable
duties and conditions to which the Investment Advisor is subject under this
Agreement, and further provided that each Subadvisory Contract meets all
requirements of the 1940 Act and any rules, regulations, or orders of the
Securities and Exchange Commission thereunder.
(N) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the conflict of laws
provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Yours faithfully,
/s/ Xxxx X. Xxxxxx
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
By: /s/ Xxxx X. Xxxxxx
We hereby confirm our agreement with the terms set out in the letter, of
which the above is a duplicate, and accept the same as a binding contract as at
the date thereof.
For
/s/ Xxxx X. Xxxxxx
DRESDNER RCM GLOBAL INVESTORS LLC
By: /s/ Xxxx X. Xxxxxx
