EXHIBIT 99.23(d)
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into this ____ day of _______, 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
Company's 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 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"), 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
(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;
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(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 Fund's Prospectus and Statement of Additional Information; and
(vii) to take such other action, or to direct the Fund's 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 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
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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:
(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 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 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 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 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
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
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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 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; 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 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, 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 Fund's 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 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 Fund's 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 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
_________, 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.
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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 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.
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 DRESDNER RCM INVESTMENT FUNDS
INVESTORS LLC INC. ON BEHALF OF DRESDNER
RCM EUROPE FUND
By: By:
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ATTEST: ATTEST:
By: By:
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APPENDIX A
FORM OF 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: __________, 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 Fund's average daily net assets up to and including $100 million
and 0.80% of the Fund's average daily net assets in excess of $100 million.
Value of Securities and Cash of Fund Fee
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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: __________, 1999
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM INVESTMENT
FUNDS INC. ON BEHALF OF
DRESDNER RCM EUROPE FUND
By: By:
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ATTEST: ATTEST:
By: By:
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