Exhibit 4(n)
FORM OF
INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY
AND SERVICE AGREEMENT
THIS AGREEMENT is entered into this ____ day of _______, 2001 by and
between Dresdner RCM Global Funds Inc. (the "Company"), on behalf of Dresdner
RCM MidCap 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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Exhibit 4(n)
(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 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:
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Exhibit 4(n)
(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 ▇▇▇▇ ▇▇▇) 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;
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Exhibit 4(n)
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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Exhibit 4(n)
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 _________, 2003. 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).
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
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Exhibit 4(n)
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 INVESTORS LLC DRESDNER RCM GLOBAL FUNDS,
INC. ON BEHALF OF DRESDNER
RCM MIDCAP FUND
By: By:
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ATTEST: ATTEST:
By: By:
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Exhibit 4(n)
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND DRESDNER RCM
GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM MIDCAP FUND
Effective Date: __________, 2001
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 0.75% of the value of
the Fund's average daily net assets.
For the fiscal year ending December 31, 2001, the Investment Manager shall
reimburse the Fund, on behalf of its Class N and Class I shares, to the extent
that the operating expenses of each such class exceed 0.77% and 1.02%,
respectively, of its average daily net assets. 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:_____________________, 2001
DRESDNER RCM GLOBAL INVESTORS LLC DRESDNER RCM GLOBAL FUNDS,
INC. ON BEHALF OF DRESDNER
RCM MIDCAP FUND
By: By:
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ATTEST: ATTEST:
By: By:
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