INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY
AND SERVICE AGREEMENT
THIS AGREEMENT is entered into this 30th day of December,
1998 by and between Dresdner RCM Global Funds, Inc. (the
"Company"), on behalf of Dresdner RCM Strategic Income Fund,
a series of the Company (the "Fund") 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 Articles of
Incorporation, Bylaws, 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")
presently held by State Street Bank & Trust Company (the
"Custodian"), 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;
(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
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;
(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 subcustodians 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; 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 sharesof 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 portfoliosecurities or
registering privately issued portfolio securities; expenses of
calculating and publishing the net asset value of theFund'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;
and SEC and state blue sky 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 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 Articles of Incorporation and Bylaws 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 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
AppendixA 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 businesses 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 in 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 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 Company, 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. 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 recordsrequired to be maintained by
Rule 31a-1 under the 1940 Act.
11. 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 membership of
the Investment Manager's partnership 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.
12. Amendment of this Agreement
No provision of this Agreement may be changed, 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 DRESDNER RCM GLOBAL FUNDS, INC.
LLC ON BEHALF OF DRESDNER RCM
STRATEGIC INCOME FUND
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. Rio
ATTEST: ATTEST:
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT, POWER OF ATTORNEY,
AND SERVICE AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC
(the "INVESTMENT MANAGER")AND DRESDNER RCM GLOBAL FUNDS, INC.
SCHEDULE OF FEES
FOR DRESDNER RCM STRATEGIC INCOME FUND
Effective Date: as of December 30, 1998
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
The first $500 million 0.75% annually
Above $500 million and below $1 billion 0.70% annually
Above $1 billion 0.65% annually
For the fiscal year ended December 31, 1999, 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 1.50% and 1.25%, respectively, of the
average daily net assets. For this purpose, the "operating
expenses" of the Fund's Class N and Class I shares shall be
deemed to include all ordinary operating expenses other than
interest, taxes and extraordinary expenses.
Dated: as of December 30, 1998
DRESDNER RCM GLOBAL INVESTORS DRESDNER RCM GLOBAL FUNDS, INC.
LLC ON BEHALF OF DRESDNER RCM STRATEGIC INCOME FUND
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. Rio
ATTEST: ATTEST:
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
N-SAR Sub-Item 77Q1(e)
1