INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY
AND SERVICE AGREEMENT
THIS AGREEMENT is entered into this ____ day of _______, 1999 by and
between Dresdner RCM Global Funds Inc. (the "Company"), on behalf of Dresdner
RCM Balanced 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
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;
(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;
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(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 Fund's 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:
(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;
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(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 ▇▇▇▇ ▇▇▇) 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 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.
(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
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(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 4 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.
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.
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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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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).
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.
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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 BALANCED FUND
By:______________________________ By:______________________________
ATTEST: ATTEST:
By:______________________________ By:______________________________
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APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC (the "Investment Manager")
AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM BALANCED 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 following annual rate:
VALUE OF SECURITIES AND CASH OF FUND FEE
Up to and including $500 million 0.65% annually
Above $500 million and up to 0.60% annually
and including $1 billion
Above $1 billion 0.55% annually
For the fiscal year ended December 31, 1999, the Investment Manager shall
reimburse the Fund, to the extent that the operating expenses of the Fund (as
hereinafter defined) exceed 0.90% 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 GLOBAL FUNDS, INC.
ON BEHALF OF DRESDNER RCM
BALANCED FUND
By:______________________________ By:______________________________
ATTEST: ATTEST:
By:______________________________ By:______________________________
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