EXHIBIT 99.23(h)(1)
FORM OF SERVICE AGREEMENT
AGREEMENT made this _____ day of _______________, 1999 by and among
Dresdner RCM Global Investors LLC ("Dresdner RCM"), a California limited
liability company, Dresdner RCM Investment Funds Inc. an open end management
investment company (the "Company"), and Funds Distributor, Inc. ("FDI"), a
Massachusetts corporation.
WHEREAS, Dresdner RCM serves as investment adviser to and provides certain
administrative services for the Company, which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and which is
comprised of the investment series listed on Schedule A, as such Schedule shall
be automatically amended from time to time (each a "Fund," collectively, the
"Funds");
WHEREAS, the Company has entered into a distribution agreement with FDI
(the "Distribution Agreement") for the distribution by FDI of shares of common
stock (the "Shares") in the Company or in a Fund;
WHEREAS, in furtherance of FDI's duties and responsibilities as set forth
in the Distribution Agreement, one or more employees of FDI (who may be
registered with the National Association of Securities Dealers ("NASD") as
representatives of FDI), shall be based in an FDI branch office (an Office of
Supervisory Jurisdiction as defined by the NASD's Rules of Fair Practice) in San
Francisco (such FDI employees shall hereinafter be referred to as "Registered
Representatives");
WHEREAS, such Registered Representatives shall provide marketing and sales
services to the Company pursuant to the Distribution Agreement;
WHEREAS, Dresdner RCM, the Company and FDI desire to enter into this
Agreement pursuant to which FDI will perform certain administrative services for
the Company and for Dresdner RCM with respect to each Fund;
NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties agree as follows:
1. SERVICES PROVIDED BY FDI. FDI will assist the Company and Dresdner RCM in
providing services with respect to each Fund as may be reasonably requested by
the Company or Dresdner RCM from time to time. To the extent consistent with
FDI's compensation hereunder and at the direction of the Company or Dresdner RCM
specific assignments may include:
(a) The provision of the following advice and assistance to the Company,
and/or to Dresdner RCM: (i) advice with regard to various compliance
requirements under the 1940 Act; and (ii) assistance in the resolution of
technical issues of a compliance or non-compliance nature;
(b) Gathering of information deemed necessary by the Company and/or
Dresdner RCM to support: (i) required state regulatory filings and
(ii) required federal regulatory filings;
(c) As mutually agreed to by the parties hereto, the preparation of
statistical and research data;
(d) The provision of advice and counsel to the Company and/or Dresdner RCM
with respect to regulatory matters, including monitoring regulatory and
legislative developments that may affect the Funds and assisting the
Company in routine regulatory examinations or investigations;
(e) Assistance in the Company's operations and provision of general
consulting services on a day to day, as needed basis;
(f) Legal review of all Fund marketing materials and other sales related
materials to ensure compliance with the advertising rules of the relevant
regulatory authorities;
(g) As mutually agreed to by the parties hereto, provision of services
with regard to advertising, marketing and promotional activities including
but not limited to: (i) developing information, analysis and reports,
(ii) preparing, printing and distributing sales literature brochures,
letters, training materials and dealer guides and all similar materials and
advertisements as defined below, (iii) developing and implementing audio
and video advertising programs, (iv) arranging and paying for the printing
and distribution of prospectuses and reports of the Funds to prospective
shareholders, (v) arranging and paying for telemarketing services and
(vi) arranging and paying for fulfillment services. Without limiting the
generality of Section 18 hereof, all Fund advertisements, sales literature,
prospectuses and shareholder reports shall state that the distributor of
the Fund is "Dresdner RCM Distributors, a division of Funds Distributor,
Inc." For purposes of this Agreement "sales literature" and
"advertisements" mean brochures, letters, training materials and dealers'
guides, materials for oral presentations and all other similar materials,
whether transmitted directly to potential shareholders or published in
print or audio-visual media, but does not include generic materials that do
not mention the Funds or the Shares;
(h) Use of reasonable efforts, in cooperation with Dresdner RCM, to
resolve as of trades with respect to Shares of the Funds in order to
mitigate the risk of loss to FDI, Dresdner RCM, and the Company from such
as of trades;
(i) In connection with the foregoing activities, maintenance of an office
facility (which may be in the offices of FDI or a corporate affiliate);
(j) In connection with the foregoing activities, the furnishing of
clerical services and internal executive and administrative services,
stationery and office supplies; and
(k) The provision of officers to the Company including, but not limited
to, President, Vice Presidents, Secretary, Assistant Secretaries, Treasurer
and Assistant Treasurers to assume certain specified responsibilities.
2. SERVICES PROVIDED BY DRESDNER RCM AND THE COMPANY . In furtherance of the
responsibilities under this Agreement Dresdner RCM and the Company will:
(a) Cause the Company's administrator to furnish any and all information
and assist FDI in taking any other actions that may be reasonably necessary
in connection with (i) registration of the Shares under the Securities Act
of 1933 (the "1933 Act") and (ii) the qualification for the Shares for sale
in those states that the Funds and FDI may designate;
(b) Cause the Company's administrator to monitor sales of the Shares to
assure compliance with applicable state securities laws;
(c) Report or cause the Company's transfer agent to provide sales-related
complaints to FDI and consult with FDI concerning the manner in which such
complaints will be addressed;
(d) If applicable, cause the Company's transfer agent to give necessary
information for the preparation of quarterly reports in a form satisfactory
to FDI regarding Rule 12b-1 fees, front-end sales loads, back-end sales
loads and other data regarding sales and sales loads as required by the
1940 Act or as requested by the board of directors of the Company;
(e) If applicable, cause the Company's transfer agent to provide FDI with
all necessary historical information so that FDI can calculate the maximum
sales charges payable by the Funds pursuant to the Rules of Fair Practice
of the NASD and the actual sales charges paid by the Funds; cause the
Company's and the Corporation's transfer agent to provide FDI with all of
the ongoing necessary information so that FDI can calculate the maximum
sales charges payable by the Funds pursuant to the Rules of Fair Practice
of the NASD and the actual sales charges paid by the Funds; and cause the
Company's transfer agent to provide such information in a form satisfactory
to FDI no less often than monthly for every Fund and on a daily basis for
any Fund for which FDI determines that the remaining NASD sales change
limit is approaching zero;
(f) Support or cause the Company's transfer agent to support the servicing
of the shareholders and, in connection therewith, provide or cause the
Company's transfer agent to provide one or more persons during normal
business hours to respond to telephone questions concerning the Funds'
shareholders' accounts;
(g) Provide FDI with copies of, or access to, any documents that FDI may
reasonably request and notify FDI as soon as possible of any matter
materially affecting FDI's performance of its services under this
Agreement.
(h) Report to FDI, to the extent that Dresdner RCM or the Company are
aware of, any and all actions or inactions by any Registered Representative
or securities dealers, financial institutions and other industry
professionals such as investment advisers and estate planning firms that
have entered into agreements with FDI for the solicitation of Fund Shares
(collectively referred to herein as "Selling Broker Dealers") that (i) fail
to comply with the terms of any selling agreements, (ii) violate any
applicable laws of any governmental authorities, including the NASD's Rules
of Fair Practice, or (iii) violate any other agreement or procedure with
which such Selling Broker-Dealer or Registered Representative is required
to comply; and
(i) Submit the form of confirmation statement to be used for sale of the
Shares to FDI for its approval and cause the Company's transfer agent to
provide to customers of the Selling Broker-Dealers ("Customers") and to the
Selling Broker-Dealers such confirmations of all transactions in the Shares
as may be required by the 1934 Act and the selling agreements, and (ii) use
reasonable efforts to monitor the Company's transfer agent and the
Corporation's transfer agent in its preparation and mailing of such
confirmations regarding the sales of the Shares and report to FDI any
deficiencies of which Dresdner RCM, the Company, or the Corporation are
aware in the transfer agent's performance of such activities.
In addition, as soon as practicable after the effective date of this Agreement,
Dresdner RCM shall sublease office space to FDI for the Office of Supervisory
Jurisdiction. The terms of the sublease shall be subject to a final agreement as
negotiated by Dresdner RCM and FDI.
3. COMPENSATION.
(a) For the services to be rendered and expenses to be assumed by FDI
under this Agreement, each Fund will pay to FDI, for its services, a fee in
accordance with the terms set forth in the Fee Letter Agreement dated as of
____________ ____, 1999 by and among FDI, Dresdner RCM and the Company as
the same may be amended from time to time (the "Fee Letter Agreement"). FDI
shall bear all expenses in connection with the performance of its services
under this Agreement except those enumerated in the Fee Letter Agreement.
(b) FDI will employ certain persons listed on Schedule B, as such schedule
may be amended from time to time, who shall be exclusively dedicated to the
sales and marketing activities of the Company and/or the Corporation. In
addition to those persons listed in Schedule B, FDI will from time to time
employ or associate with itself such person or persons as FDI may believe
to be particularly suited to assist it in performing services under this
Agreement. Such person or persons may be officers and employees who are
employed by both FDI (and/or an affiliated company) and the Company. The
compensation of such person or persons shall be paid by FDI or a corporate
affiliate of FDI and no obligation shall be incurred on behalf of the
Company, or Dresdner RCM in such respect.
(c) FDI acknowledges and agrees that any expenditures and obligations of a
Fund pursuant to this Section 3 and Section 6 hereof shall be enforceable
only against the assets and property of such Fund and not against the
assets and property of any other Fund of the Company of which it is a
series.
(d) Dresdner RCM shall promptly reimburse the Company, and shall indemnify
and hold each of them and each of the Funds harmless from and against, all
expenditures and obligations of the Company pursuant to this Section 3.
Such reimbursement shall be made within one (1) business day after delivery
by the Company, as the case may be, to Dresdner RCM of reasonably
satisfactory evidence of such expenditure or satisfaction of such
obligation. Dresdner RCM acknowledges and agrees that, in the event it
fails to pay any reimbursement when due with respect to a Fund, the amount
of such unpaid reimbursement shall be offset by the Company, as the case
may be, against the advisory fees payable by it to Dresdner RCM with
respect to such Fund.
4. EFFECTIVE DATE. This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date Funds Distributor, Inc. becomes the
distributor of the shares of such Fund; in which case Schedule A to this
Agreement shall be deemed amended to include such Fund from and after such
date).
5. TERM. This Agreement shall continue for an initial one-year period and
shall continue thereafter for successive one-year terms unless notice not to
renew is given by the non-renewing party to the other parties at least 60 days
prior to the expiration of the then current term. This Agreement shall
automatically terminate if: (i) FDI ceases to be the distributor of all of the
Funds under the Distribution Agreements; or (ii) Dresdner RCM ceases to be the
investment adviser to all of the Funds.
6. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Company, shall cause each Fund to: (i) indemnify and hold harmless
FDI and Dresdner RCM against any losses, claims, damages or liabilities, or
actions in respect thereof, to
which FDI or Dresdner RCM may become subject, including amounts paid in
settlement with the prior written consent of the Company, insofar as such
losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or result from the failure of the Company, as the case may be,
to comply with the terms of this Agreement with respect to any Fund; and
(ii) reimburse FDI and Dresdner RCM for reasonable legal or other expenses
reasonably incurred by FDI or Dresdner RCM in connection with investigating
or defending against any such loss, claim, damage, liability or action. A
Fund shall not be liable to FDI or Dresdner RCM for any action taken or
omitted by FDI or Dresdner RCM in bad faith, with willful misfeasance, with
gross negligence or in reckless disregard by FDI or Dresdner RCM of its
obligations and duties. The indemnities in this Section shall, upon the
same terms and conditions, extend to and inure to the benefit of each of
the directors and officers of FDI and Dresdner RCM and any person
controlling FDI or Dresdner RCM within the meaning of Section 15 of the
1933 Act or Section 20 of the Securities Exchange Act of 1934 (the "1934
Act").
(b) FDI will: (i) indemnify and hold harmless each Fund and Dresdner RCM
against any losses, claims, damages or liabilities, or actions in respect
thereof, to which a Fund or Dresdner RCM may become subject, including
amounts paid in settlement with the prior written consent of FDI, insofar
as such losses, claims, damages or liabilities, or actions in respect
thereof, arise out of or result from the failure of FDI to comply with the
terms of this Agreement; and (ii) reimburse each Fund and Dresdner RCM for
reasonable legal or other expenses reasonably incurred by such Fund or
Dresdner RCM in connection with investigating or defending against any such
loss, claim, damage, liability or action. FDI shall not be liable to a Fund
or Dresdner RCM for any action taken or omitted by such Fund or Dresdner
RCM in bad faith, with willful misfeasance, with gross negligence or in
reckless disregard by such Fund or Dresdner RCM of its obligations and
duties. The indemnities in this Section shall, upon the same terms and
conditions, extend to and inure to the benefit of each of the directors and
officers of each of the Company and Dresdner RCM and any person controlling
the Company or Dresdner RCM within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act.
(c) Dresdner RCM will:(i) indemnify and hold harmless each Fund and FDI
against any losses, claims, damages or liabilities, or actions in respect
thereof, to which a Fund or FDI may become subject, including amounts paid
in settlement with the prior written consent of Dresdner RCM, insofar as
such losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or result from (A) the failure of Dresdner RCM to comply with
the terms of this Agreement, or (B) any obligation of the Corporation or
the Company, as the case may be, to FDI pursuant to Section 1.10 of the
Distribution Agreement, to the extent such obligation arises out of or is
based upon any untrue statement, alleged untrue statement, omission or
alleged omission made in reliance upon information furnished by Dresdner
RCM, its officers, directors or any person who controls Dresdner RCM within
the meaning of Section 15 of the 1933 Act; and (ii) reimburse each Fund and
FDI for reasonable legal or other expenses reasonably incurred by such Fund
or FDI in connection with investigating or defending against any such loss,
claim, damage, liability or action. Dresdner RCM shall not be liable to a
Fund or FDI for any action taken or omitted by such Fund or FDI in bad
faith, with willful misfeasance, with gross negligence or in reckless
disregard by such Fund or FDI of its obligations and duties. The
indemnities in this Section shall, upon the same terms and conditions,
extend to and inure to the benefit of each of the directors and officers of
each of the Company, FDI and any person controlling the Company or FDI
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act.
(d) (i) Promptly after an indemnified party (or, if such indemnified party
is not a natural person, a responsible officer of such indemnified party)
receives notice or otherwise becomes aware of the commencement of any
action or other assertion of any losses, claims, damages or liabilities by
any third party, such indemnified party shall, if a claim in respect
thereof is to be made pursuant to this Section 6, notify the indemnitor of
the same in writing (such notice, a "claim notice"); but the omission so to
notify the indemnitor will not relieve the indemnitor from any liability
that it may have to such indemnified party otherwise than under this
Section 6. The failure of an indemnified party to promptly send a claim
notice shall not relieve the indemnitor from any liability except to the
extent that the indemnitor shall have been prejudiced as a result of the
failure or delay in giving such claim notice. In the event that the
indemnified party notifies the indemnitor in writing of its waiver of any
right to indemnification pursuant to this Section 6 in respect of any
losses, claims, damages or liabilities or portion thereof, the provisions
of clause (ii) of this Section 6(d) shall not apply.
(ii) Promptly following receipt of a claim notice, the indemnitor,
upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party
and any others the indemnitor may designate in contesting such losses,
claims, damages or liabilities and shall pay the reasonable fees and
disbursements of such counsel related to such contest. In any such contest,
any indemnified party shall have the right to retain its own counsel, but
the reasonable fees and expenses of such counsel shall be at the expense of
such indemnified party unless (A) the indemnitor and the indemnified party
shall have mutually agreed to the retention of such counsel or (B) the
named parties to any such contest (including any impleaded parties) include
both the indemnitor (or any other parties the indemnitor may designate) and
the indemnified party and representation of all such parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnitor shall not, in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm for all such indemnified parties. The indemnitor may, at
its option, at any time upon written notice to the indemnified party,
assume the responsibility for contesting any losses, claims, damages or
liabilities and may designate counsel reasonably satisfactory to the
indemnified party in connection therewith, provided that the counsel so
designated would have no actual or potential conflict of interest in
connection with such representation. Unless it shall assume the
responsibility for contesting any losses, claims, damages or liabilities,
the indemnitor shall not be liable for any settlement or compromise of such
losses, claims, damages or liabilities or portion thereof, which settlement
or compromise is effected without its written consent (which shall not be
unreasonably withheld), but if settled or compromised with such consent or
if there be a final judgment for the plaintiff asserting such losses,
claims or liabilities, the indemnitor agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement,
compromise or judgment. If the indemnitor assumes responsibility for
contesting any losses, claims, damages or liabilities, it shall be entitled
to settle or compromise such losses, claims, damages or liabilities or
portion thereof with the consent of the indemnified party (which shall not
be unreasonably withheld) or, if such settlement or compromise provides for
release of the indemnified party in connection with all matters relating to
such losses, claims, damages or liabilities, or, with respect to the
settlement or compromise of a portion of such losses, claims, damages or
liabilities, all matters relating to such portion of such losses, claims,
damages or liabilities, that have been asserted against the indemnified
party by the other parties to such settlement or compromise, without the
consent of the indemnified party. In the event that any expense paid by the
indemnitor pursuant to this Section 6(d) is subsequently determined to not
be required to be borne by the indemnitor, the indemnified party that
received such payment shall promptly refund the amount so paid to the
indemnitor. If the indemnitor assumes responsibility for contesting any
losses, claims, damages or liabilities, the indemnitor shall keep the
indemnified party apprised, on a current basis, of matters concerning such
contest, including without limitation (i) providing the indemnified party
with reasonable notice of and opportunity to be present in person and/or by
counsel at proceedings or discussions of settlement or compromise;
(ii) providing the indemnified party with copies of and opportunity to
comment on filings, papers or settlement agreements proposed to be filed or
served by or on behalf of the indemnitor; and (iii) providing the
indemnified party with copies of filings, papers and proposed settlement
agreements received by the indemnitor from or on behalf of persons
asserting such losses claims, damages or liabilities.
(e) If the indemnification provided for in Section 6(a), (b) or (c) shall
for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 6(a), (b) or (c) in respect of any claim,
demand, liability or expense, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount pa or payable by such
indemnified party as a result of such claim, demand, liability or expense,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by such party, or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of each party with respect to the matters that give rise to such
claim, demand, liability or expense, or action in respect thereof, as well
as any other relevant equitable considerations. The parties agree that it
would not be just and equitable if contributions pursuant to this Section
6(e) were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the claim, demand, liability or expense, or action in respect
thereof, referred to above in this Section 6(e) shall be deemed to include,
for purposes of this Section 6(e), any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 6(e), FDI shall not be required to contribute any amount in excess
of (i) the total net underwriting discounts and commissions received by FDI
with respect to the Shares sold under the Distribution Agreements and
retained by FDI after payments to the Selling Broker Dealers; plus (ii) the
amount of total "Excess Amount" compensation received by FDI with respect
to Fee Letter Agreement as such term is defined in the Fee Letter
Agreement. No person guilty of fraudulent misrepresentation (within the
meaning of Section 1 l(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) The obligation to indemnify and provide contribution pursuant to this
Section 6 shall survive the termination of this Agreement.
(g) All notices to or consents by a Fund or the Company pursuant to this
Section 6 shall be given to or made by the board of directors of the
Company, as the case may be.
7. RECORD RETENTION AND CONFIDENTIALITY. FDI shall keep and maintain on behalf
of the Company all books and records which the Company and FDI are, or may be,
required to keep and maintain in connection with the services to be provided
hereunder pursuant to any applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the 1940 Act. FDI further
agrees that all such books and records shall be the respective property of the
Company and FDI shall make
such respective books and records available for inspection by the Company,
Dresdner RCM, their independent accountants and agents and the Securities and
Exchange Commission at reasonable times and otherwise keep confidential all
books and records and other information relative to the Company and their
shareholders, except when requested to divulge such information by
duly-constituted authorities or court process; provided, however, that upon
receiving notice to divulge any such information which is not in the opinion of
FDI or its counsel clearly required to be disclosed by the 1940 Act and the
rules and regulations thereunder, FDI shall promptly provide notice to the board
of directors of the Company and/or the Corporation and shall cooperate with the
Company and/or the Corporation with their efforts, if any, to contest the
request to divulge such information.
8. RIGHTS OF OWNERSHIP. All computer programs and procedures developed by FDI
to perform the services to be provided by FDI under this Agreement are the
property of FDI. All records and other data except such computer programs and
procedures are the exclusive property of the Company or the Corporation and all
such other records and data will be furnished to Dresdner RCM, the Company
and/or the Corporation in appropriate form as soon as practicable after
termination of this Agreement for any reason.
9. RETURN OF RECORDS. FDI may at its option at any time, and shall promptly
upon the demand of Dresdner RCM and/or the Company, turn over to Dresdner RCM
and the Company and cease to retain FDI's files, records and documents created
and maintained by FDI pursuant to this Agreement which are no longer needed by
FDI in the performance of its services or for its legal protection. If not so
turned over to Dresdner RCM, and/or the Company, such documents and records will
be retained by FDI for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to Dresdner RCM,
and/or the Company unless Dresdner RCM and/or the Company authorizes in writing
the destruction of such records and documents.
10. REPRESENTATIONS OF DRESDNER RCM. Dresdner RCM represents and warrants that
this Agreement has been duly authorized by Dresdner RCM and, when executed and
delivered by Dresdner RCM, will constitute a legal, valid and binding obligation
of Dresdner RCM, enforceable against Dresdner RCM in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and secured
parties.
11. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants that
this Agreement has been duly authorized by the Company and, when executed and
delivered by the Company, will constitute a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and secured
parties.
12. REPRESENTATIONS OF FDI. FDI represents and warrants that this Agreement has
been duly authorized by FDI and, when executed and delivered by the FDI, will
constitute a legal, valid and binding obligation of FDI, enforceable against FDI
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
13. NOTICES. Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to Dresdner RCM at the following address:
Dresdner RCM Global Investors LLC, ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: President with a copy to the General Counsel; to the Company
at the following address: ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: President with a copy to the Secretary; and to FDI at the following
address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President with a copy to the General Counsel, or at
such other address as either party may from time to time specify in writing to
the other party pursuant to this Section.
14. HEADINGS. Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
15. ASSIGNMENT. This Agreement and the rights and duties hereunder shall not be
assignable by any of the parties hereto except by the specific written consent
of all parties hereto.
16. GOVERNING LAW. This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of The Commonwealth of Massachusetts.
17. CONDUCT OF BUSINESS. All actions to be performed by FDI under the
Distribution Agreements and under this Agreement shall be conducted by Dresdner
RCM Distributors, a division of Funds Distributors, Inc.
18. AMENDMENTS. This Agreement (except Schedule A which may be automatically
amended from time to time) may be amended only by a written instrument signed by
all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
DRESDNER RCM GLOBAL INVESTORS LLC
By:
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Name:
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Title:
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DRESDNER RCM INVESTMENT FUNDS INC.
By:
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Name:
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Title:
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FUNDS DISTRIBUTOR, INC.
By:
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Name:
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Title:
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Dated: February__, 1999
SCHEDULE A
Dresdner RCM Europe Fund Inc.
SCHEDULE B
None as of February __, 1999