AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of May 3, 1999 by
and between Dresdner RCM Investment Funds Inc. (formerly known as The
Emerging Germany Fund, Inc.) (the "Fund") and State Street Bank and Trust
Company (the "Custodian"). Capitalized terms used in this Amendment without
definition shall have the respective meanings given to such terms in the
Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated as of March 26, 1990 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, on December 4, 1998, the Board of Directors of the Fund
approved the conversion of the Fund from a closed-end investment company to
an open-end investment company; and
WHEREAS, on January 26, 1999, the shareholders of the Fund approved the
conversion of the Fund from a closed-end investment company to an open-end
investment company; and
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Contract to reflect such conversion of the Fund from a closed-end
investment company to an open-end investment company on the date first above
written and to reflect the authorization to issue shares in separate series;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:
I. The recitals to the Contract are hereby amended by the addition of the
following:
WHEREAS, the Fund intends to initially offer shares in one series,
Dresdner RCM Europe Fund (such series together with all other series
subsequently established by the Fund and made subject to the Contract
in accordance with Article 19, being herein referred to as the
"Portfolio(s)");
II. Paragraph 14 of Article 2.2 of the Contract is hereby renumbered as
Paragraph 15 of Article 2.2, all internal cross-references are hereby
renumbered accordingly, and new Paragraph 14 of Article 2.2 is hereby
added as follows:
14) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent") for delivery to such Transfer Agent or to
the holders of Shares in connection with distributions in kind, as
may be described from
time to time in the Fund's currently effective prospectus and
statement of additional information (the "Prospectus"), in
satisfaction of requests by holders of Shares for repurchase or
redemption; and
III. Paragraph 6 of Article 2.7 of the Contract is hereby renumbered as
Paragraph 7 of Article 2.7, all internal cross-references are hereby
renumbered accordingly, and new Paragraph 6 of Article 2.7 is hereby
added as follows:
(6) For the redemption or repurchase of Shares issued as set forth in
Article 5 hereof;
IV. Articles 5 through 17 of the Contract are hereby renumbered as Articles
6 through 18, respectively; all internal cross-references are hereby
renumbered accordingly; and new Article 5 is hereby added as follows:
5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor for the
Shares or from the Transfer Agent and deposit into the Fund's
account such payments as are received for Shares issued or sold
from time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by
it of payments for Shares of the Fund.
From such funds as may be available for the purpose, the
Custodian shall, upon receipt of instructions from the Transfer
Agent, make funds available for payment to holders of Shares who
have delivered to the Transfer Agent a request for redemption or
repurchase of their Shares. In connection with the redemption or
repurchase of Shares, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In
connection with the redemption or repurchase of Shares, the
Custodian shall honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by the Fund to the holder
of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to
time between the Fund and the Custodian.
V. New Article 19 is hereby added as follows:
19. ADDITIONAL PORTFOLIOS
In the event that the Fund establishes one or more series of
Shares in addition to Dresdner RCM Europe Fund with respect to
which it desires to have the Custodian render services as custodian
under the terms hereof, it shall so notify the Custodian in
writing, and if the Custodian agrees-in writing to provide such
services, such series of Shares shall become a
Portfolio hereunder. All references in this Contract to "Fund"
shall mean the Fund, or a Portfolio of the Fund, as the context
requires or as applicable.
VI. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of
the date first above written.
Witnessed By: STATE STREET BANK AND TRUST
COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Associate Counsel Vice Chairman
Witnessed By: DRESDNER RCM INVESTMENT FUNDS
INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. Rio
Name: ▇▇▇▇▇▇ ▇. Rio
Title: President