Exhibit 5(g)
INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY
AND SERVICE AGREEMENT
THIS AGREEMENT is entered into this 30th day of December, 1998 by and
between Dresdner RCM Global Funds, Inc. (the "Company"), on behalf of Dresdner
RCM Tax Managed Growth Fund, a series of the Company (the "Fund") and Dresdner
RCM Global Investors LLC (the "Investment Manager").
1. APPOINTMENT AND ACCEPTANCE OF APPOINTMENT OF THE INVESTMENT MANAGER
(a) Subject to express provisions and limitations set forth in the
Company's Articles of Incorporation, Bylaws, 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 Fund's
prospectus as in use from time to time, as well as to the factors affecting the
Company's status as a regulated investment company under the Internal Revenue
Code of 1986, as amended, the Company hereby grants to the Investment Manager
and the Investment Manager hereby accepts full discretionary authority to manage
the investment and reinvestment of the cash, securities, and other assets of the
Fund (the "Portfolio") presently held by State Street Bank & Trust Company (the
"Custodian"), any proceeds thereof, and any additions thereto, in the Investment
Manager's discretion. In the performance of its duties hereunder, the Investment
Manager shall further be bound by any and all determinations by the Board of
Directors of the Company relating to the investment objectives policies or
restrictions of the Fund, which determinations shall be communicated in writing
to the Investment Manager. For all purposes herein, the Investment Manager shall
be deemed an independent contractor of the Company.
2. POWERS OF THE INVESTMENT MANAGER
Subject to the limitations provided in Section 1 hereof, the
Investment Manager is empowered hereby, through any of its partners, principals,
or appropriate employees, for the benefit of the Fund:
(a) to invest and reinvest in shares, stocks, bonds, notes and other
obligations of every description issued or incurred by governmental bodies,
corporations, mutual funds, trusts, associations or firms, in trade acceptances
and other commercial paper, and in loans and deposits at interest on call or on
time, whether or not secured by collateral;
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(b) to purchase and sell commodities or commodities contracts and
investments in put, call, straddle, or spread options;
(c) to enter into forward, future, or swap contracts with respect to
the purchase and sale of securities, currencies, commodities, and commodities
contracts;
(d) to lend its portfolio securities to brokers, dealers and other
financial institutions;
(e) to buy, sell, or exercise options, rights and warrants to
subscribe for stock or securities;
(f) to engage in any other types of investment transactions described
in the Fund's Prospectus and Statement of Additional Information; and
(g) to take such other action, or to direct the Custodian to take
such other action, as may be necessary or desirable to carry out the purpose and
intent of the foregoing.
3. EXECUTION OF PORTFOLIO TRANSACTIONS
(a) The Investment Manager shall provide adequate facilities and
qualified personnel for the placement of, and shall place, orders for the
purchase, or other acquisition, and sale, or other disposition, of portfolio
securities or other portfolio assets for the Fund.
(b) Unless otherwise specified in writing to the Investment Manager
by the Fund, all orders for the purchase and sale of securities for the
Portfolio shall be placed in such markets and through such brokers as in the
Investment Manager's 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 Manager's
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 Manager's
customary and normal research activities.
(d) The Fund understands and agrees that:
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(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 Manager's 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 Portfolios 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 Manager's
clients, subject to the provisions of the Investment Manager's Code of Ethics
and that of the Company.
4. ALLOCATION OF EXPENSES OF THE COMPANY AND THE FUND
(a) The Investment Manager will bear all expenses related to salaries
of its employees and to the Investment Manager's overhead in connection with its
duties under this Agreement. The Investment Manager also will pay all fees and
salaries of the Company's 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 Fund's
administrator, custodian and subcustodians for all services to the Fund
(including safekeeping of funds and securities and maintaining required books
and accounts); transfer agent, registrar and dividend reinvestment and
disbursing agent; interest charges; taxes; charges and expenses of the Fund's
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;
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expenses of calculating and publishing the net asset value of the Fund's
shares; expenses of membership in investment company associations; premiums
and other costs associated with the acquisition of a mutual fund directors
and officers errors and omissions liability insurance policy; expenses of
fidelity bonding and other insurance premiums; expenses of stockholders'
meetings; and SEC and state blue sky registration fees.
(c) The expenses borne by the Fund pursuant to Section 4(b) shall
include the Fund's proportionate share of any such expenses of the Company,
which shall be allocated among the Fund and the other series of the Company on
such basis as the Company shall deem appropriate.
5. COMPENSATION OF THE INVESTMENT MANAGER
(a) In consideration of the services performed by the Investment
Manager hereunder, the Funds will pay or cause to be paid to the Investment
Manager, 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 Fund's Portfolio used in fee
calculations shall be determined in the manner set forth in the Articles of
Incorporation and Bylaws of the Company and the Fund's 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 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.
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6. SERVICE TO OTHER CLIENTS
Nothing contained in this Agreement shall be construed to prohibit the
Investment Manager from performing investment advisory, management, distribution
or other services for other investment companies and other persons, trusts or
companies, or to prohibit affiliates of the Investment Manager from engaging in
such businesses or in other related or unrelated businesses.
7. STANDARD OF CARE
The Investment Manager shall have no liability to the Fund, or its
stockholders, for any error of judgment, mistake of law, loss arising out of any
investment, or other act or omission in the performance of its obligations to
the Fund not involving willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties hereunder. The federal
securities laws impose liabilities under certain circumstances on persons who
act in good faith, and therefore nothing herein shall in any way constitute a
waiver or limitation of any rights which the undersigned may have under any
federal securities laws.
8. DURATION OF AGREEMENT
This Agreement shall continue in effect until the close of business on
the second anniversary on the date hereof. 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 Company, 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. 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 Company's
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.
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11. REPRESENTATIONS AND WARRANTIES
The Investment Manager represents and warrants to the Company that the
Investment Manager is registered as an investment adviser under the Investment
Advisers Act of 1940. During the term of this Agreement, the Investment Manager
shall notify the Company of any change in the membership of the Investment
Manager's partnership within a reasonable time after such change. The Company
represents and warrants to the Investment Manager that the company is registered
as an open-end management investment company under the 1940 Act. Each party
further represents and warrants to the other that this Agreement has been duly
authorized by such party and constitutes the legal, valid and binding obligation
of such party in accordance with its terms.
12. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
TAX MANAGED GROWTH FUND
By: /s/Xxxxxxx X. Xxxxx By: /s/Xxxxxx X. Rio
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ATTEST: ATTEST:
By: /s/Xxxxxx X. Xxxxxxxxx By: /s/Xxxxx Xxxxxxx-Xxxx
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APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the "INVESTMENT MANAGER")
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM TAX MANAGED GROWTH FUND
Effective Date: as of December 30, 1998
The Fund will pay a monthly fee to the Investment Manager based on the average
daily net assets of the Fund, at the following annual rate:
VALUE OF SECURITIES AND CASH OF FUND FEE
The first $500 million 0.75% annually
Above $500 million and below $1 billion 0.70% annually
Above $1 billion 0.65% annually
For the fiscal year ended December 31, 1999, the Investment Manager shall
reimburse the Fund, on behalf of its Class N and Class I shares, to the extent
that the operating expenses of each such class exceed 1.50% and 1.25%,
respectively, of its average daily net assets. For this purpose, the "operating
expenses" of the Fund's Class N and Class I shares of capital stock shall be
deemed to include all ordinary operating expenses other than interest, taxes and
extraordinary expenses.
Dated: as of December 30, 1998
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
TAX MANAGED GROWTH FUND
By: /s/Xxxxxxx X. Xxxxx By: /s/Xxxxxx X. Rio
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ATTEST: ATTEST:
By: /s/Xxxxxx X. Xxxxxxxxx By: /s/Xxxxx Xxxxxxx-Xxxx
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