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% annually
In excess of $100 million 0.80% annually
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-1
