SUBADVISORY AGREEMENT AMONG DRESDNER
RCM GLOBAL INVESTORS LLC,
KLEINWORT BENSON INVESTMENT MANAGEMENT
AMERICAS INC.AND KLEINWORT BENSON
AUSTRALIAN INCOME FUND, INC.
AGREEMENT made this 1st day of November,
1999 by and among Dresdner RCM Global
Investors LLC, a Delaware Limited Liability
Company with principal offices at Four Embarcadero
Center, San Francisco California 94111
(hereinafter called the "Advisor"); Kleinwort
Benson Investment Management Americas Inc.,
a Delaware corporation with principal offices
at Four Embarcadero Center, San Francisco, CA
94111-4189 (hereinafter called the "Subadvisor")
; and Kleinwort Benson Australian Income Fund,
Inc., a Maryland Corporation (hereinafter
called the "Fund").
WHEREAS the Fund and the Advisor have
entered into an Investment Advisory
Agreement pursuant to which the Advisor is to
act as investment adviser of the Fund;
NOW, THEREFORE, in consideration of the
premises and mutual promises hereinafter set
forth, the Fund, the Advisor and the
Subadvisor agree as follows:
1. Duties: The Advisor, may, in its
2. discretion, appoint the Subadvisor
(3)to perform one or more of the following
services with respect to all or a portion of
the investments of the Portfolio. The services
and the portion of the investments of the Fund
to be advised or managed by the Subadvisor
shall be as agreed upon from time to time
by the Advisor and the Subadvisor. The
Subadvisor shall pay the salaries and
fees of all personnel of the Subadvisor
performing services for the Fund relating
to research and investment activities.
(a)Investment Advice: If and to the extent
requested by the Advisor, the Subadvisor shall
provide investment advice to the Fund and
the Advisor with respect to all or a portion
of the investments of the Fund, and in
connection with such advice shall furnish
the Fund and the Advisor such factual
information, research reports and investment
recommendations, all as the Advisor may
reasonably require. Such information may
include written and oral reports and analyses.
(b)Investment Management: If and to the
extent requested by the Advisor, the
Subadvisor shall, subject to the supervision
of the Advisor, manage all or a portion
of the investments of the Fund in accordance
with the Fund's then current investment
objectives, policies and limitations, the
Investment Company Act of 1940 (the "1940 Act")
, and such other limitations as the Fund or
Advisor may impose with respect to the
Fund by notice to the Subadvisor. The
Subadvisor is authorized to make investment
decisions on behalf of the Fund and to
place orders for the purchase and sale
of securities through such broker-dealers
as the Subadvisor may select. All
investment management and other
activities of the Subadvisor shall at
all times be subject to the control and
direction of the Advisor and the Fund's
Board of Directors.
2.Information to be Provided to the Fund
and the Advisor: The Subadvisor shall
furnish such reports, evaluations,
information or analyses to the Fund and
the Advisor as the Fund's Board of Directors
or the Advisor may request from time to time,
or as the Subadvisor may deem to be desirable.
3.Brokerage: In connection with the services
provided under subparagraph (b) of paragraph
1 of this Agreement, the Subadvisor shall
determine the securities to be purchased or
sold by the Fund and will place orders from
or through and sell securities to or
through such persons, brokers or dealers
as it shall deem appropriate (including,
in case of brokerage transactions,
affiliated persons (as defined in the
1940 Act) of the Advisor or Subadvisor
in accordance with Section 17(e) of the
1940 Act and Rule 17e-1 thereunder). Where
the Subadvisor places orders for the
execution of portfolio transactions for
the Fund, the Subadvisor may allocate
such transactions to such brokers and
dealers for execution in such markets,
at such prices and at such commission
rates as in the good faith judgment of
the Subadvisor will be in the best
interest of the Fund, taking into
consideration in the selection of such
brokers and dealers not only the available
prices and rates of brokerage commissions,
but also other relevant factors (such as,
without limitation, execution capabilities,
research and other services provided by
such brokers or dealers which are expected
to enhance the general portfolio management
capabilities of the Subadvisor) without
having to demonstrate that such factors are
of a direct benefit to the Fund.
4.Compensation: For the services to be
rendered hereunder, the Advisor shall
compensate the Subadvisor the percentage
of the Advisor's management fee equal to
the percentage of the Fund's weekly net
assets managed by the Subadvisor.
5.Expenses: It is understood that the
Fund will pay all of its expenses other
than those expressly stated to be payable
by the Subadvisor hereunder or by the
Advisor under the Investment Advisory
Agreement with the Fund, which expenses
payable by the Fund shall include fees
of the Fund's directors who are not
interested persons (as defined in the
1940 Act) of any party; out-of-pocket
travel expenses for all directors and
other expenses incurred by the Fund in
connection with meetings of directors;
interest expenses; tax and governmental
fees; brokerage commissions and other
expenses incurred in acquiring or
disposing of the Fund's portfolio securities;
expenses of preparing stock certificates;
expenses of registering and qualifying
the Fund's shares for sale with the
Securities and Exchange Commission and
in various states and foreign jurisdictions;
auditing, accounting, legal and insurance
costs; custodian, dividend disbursing and
transfer agent expenses; expense of obtaining
and maintaining stock exchange listings of
the Fund's shares; and the expenses of
stockholder meetings.
6.Services to Other Companies or Accounts:
The services of the Subadvisor to the
Advisor are not to be deemed to be exclusive,
the Subadvisor being free to render services
to others and engage in other activities,
provided, however, that such other services
and activities do not, during the term of
this Agreement, interfere, in a material
manner, with the Subadvisor's ability to
meet all of its obligations hereunder. The
Subadvisor shall for all purposes be an
independent contractor and not an agent
or employee of the Advisor or the Fund.
7.Standard of Care: In the absence of
willful misfeasance, bad faith, gross
negligence or reckless disregard of its
obligations or duties hereunder on the
part of the Subadvisor, the Subadvisor
shall not be subject to liability to the
Advisor, the Fund or to any stockholder
of the Fund for any act or omission in
the course of, or connected with, rendering
services hereunder or for any losses that
may be sustained in the purchase, holding
or sale of any security.
8.Duration and Termination of Agreement;
Amendments:
(a)This appointment shall take effect as
from and shall continue in effect annually
if approved by the Board of Directors of
the Fund or by vote of "a majority of the
outstanding voting securities" (as defined
in the 1940 Act) of the Fund, and in
either case by a majority of the directors
of the Fund who are not interested
persons of either party to this Agreement.
This contract may be terminated by the
Fund the Advisor or the Subadvisor at any
time upon sixty days' written notice to
the others without the payment of any
penalty, provided always that any party
may at any time terminate this Agreement
by notice in writing to the other parties
in the event of (i) any other party entering
into liquidation or (ii) a receiver being
appointed over the whole or any part of its
undertaking or assets or (iii) its shares or
its undertaking being nationalized or
expropriated by a government authority or
(iv) its committing any breach of its
obligation under this Agreement and failing
within thirty days of receipt of notice
requiring it do so, to make good such breach.
(b)This appointment shall be automatically
terminated in the event of its assignment.
The term "assignment" shall have the meaning
specified in the 1940 Act as now in effect
or as hereafter amended.
9.Governing Law: This Agreement shall be
governed by, and construed in accordance
with, the laws of the State of New York,
without giving effect to the choice of
laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be signed
on their behalf by their respective
officers thereunto duly authorized, and
their respective seals hereunto affixed,
all as of the date written above.
DRESDNER RCM GLOBAL INVESTORS LLC
/s/ Joseph M. Rusbarsky
By: Joseph M. Rusbarsky
Title: Senior Managing Director
KLEINWORT BENSON INVESTMENT MANAGEMENT
AMERICAS INC.
/s/ Robert J. Goldstein
By: Robert J. Goldstein
Title: Assistant Secretary
KLEINWORT BENSON AUSTRALIAN
INCOME FUND, INC.
/s/ Luke D. Knecht
By: Luke D. Knecht
Title: President
Sub-Item 77Q1(e)
Sub-Advisory Agmt 11_1_99.doc
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