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010 A000101 STATE STREET BANK AND TRUST COMPANY
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SIGNATURE MICHAEL RILEY
TITLE ASSISTANT SECRETARY
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000860127
<NAME> DRESDNER RCM EUROPE FUND
<S> <C>
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<PERIOD-END> JUN-30-1999
<INVESTMENTS-AT-COST> 44283629
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Dresdner RCM Europe Fund, Inc.
Rule 10f-3 Transactions
January 1 - June 30, 1999
Date Security Fund Registered Under the Securities
Act of 1933 Purchase
Price Firm Commitment Underwriting Common Reasonable and
Fair Issuer in Operation 3 years Shares Purchased
% of Fund Assets Purchased from an
Unaffiliated Broker % of Shares Offered
Fund Assets Shares Offered Dealer Purchased From
02/12/1999 Equant NV DRCM Europe Fund Yes $74.00
Yes Yes Yes 38,500 1.52% Yes 0.09%
187,649,599 42,000,000 MSCO
06/08/1999 Maxdata Corp DRCM Europe Fund Yes
$32.31 Yes Yes Yes 45,000 2.07%
Yes 0.49% 70,270,037 9,150,000 DMGL
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
Name
(1) The name of the Corporation is
Dresdner RCM Investment Funds Inc.
(2) The Board of the Directors reserves
the right to change its corporate name or any
series or class name thereunder by a majority
vote without action by stockholders in accordance
with 2-605 of the General Corporation Law of the
State of Maryland.
ARTICLE II
Purposes and Powers
The purposes for which the Corporation is
formed are to act as an open-end investment
company under the Investment Company Act of 1940,
as amended, and the rules and regulations
promulgated thereunder (the 1940 Act), and to
exercise and enjoy all of the general powers,
rights, and privileges granted to, or conferred
upon, corporations by the Maryland General
Corporation Law (the Maryland Law) now or
hereafter in force.
ARTICLE III
Principal Office and Resident Agent
The post office address of the principal
office of the Corporation in the State of
Maryland is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore,
Maryland 21202. The name and address of the
resident agent of the Corporation in the State of
Maryland are The Corporation Trust Incorporated,
32 South Street, Baltimore, Maryland 21202. Such
resident agent is a Maryland corporation.
ARTICLE IV
Capital Stock
(1)(a) As increased from 100,000,000 with
a par value of $.001 per share, the total number
of shares of all classes of capital stock which
the Corporation shall have the authority to issue
is 1,000,000,000 shares of capital stock, of the
par value of $.001 per share. There shall
initially be one series of shares, designated as
the Dresdner RCM Europe Fund consisting
initially of 200,000,000 shares (such series and
any further series of shares from time-to-time
created by the Board of Directors being referred
to individually herein as a series) and
800,000,000 unclassified shares of capital stock.
The Board of Directors of the Corporation is
hereby empowered to increase or decrease, from
time-to-time, the total number of shares of
capital stock or the number of shares of capital
stock of any series that the Corporation shall
have authority to issue without any action by the
stockholders but to not less than the number of
shares of capital stock or of such series, as the
case may be, then outstanding.
(b) The aggregate par value of all shares
having a par value is $100,000 before the
increase and $1,000,000 as increased.
(2) The Corporation may issue fractional
shares, which shall carry proportionally all the
rights of a whole share, excepting any right to
receive a certificate evidencing such fractional
shares, but including the right to vote and the
right to receive dividends.
(3) All persons who shall acquire capital
stock in the Corporation shall acquire the same
subject to the provisions of these Amended and
Restated Articles of Incorporation and the By-
Laws of the Corporation (the By-Laws).
(4) As used in these Amended and Restated
Articles of Incorporation, a series of shares
represent interests in the same assets,
liabilities, income, earnings, and profits of the
Corporation. The Board of Directors shall have
authority to classify and reclassify any
authorized but unissued shares of capital stock
from time-to-time by setting or changing in any
one or more respects the preferences, conversion
or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or
terms or conditions of redemption of the capital
stock. Subject to the provisions of ARTICLE IV
and applicable law, the power of the Board of
Directors to classify or reclassify any of the
shares of capital stock shall include, without
limitation, authority to classify or reclassify
any such stock into one or more series of capital
stock, by determining, fixing, or altering one or
more of the following:
(a) The distinctive designation of
such series and the number of shares to
constitute such series; provided that, unless
otherwise prohibited by the terms of such series,
the number of shares of any series may be
decreased by the Board of Directors in connection
with any classification or reclassification of
unissued shares and the number of shares of such
series may be increased by the Board of Directors
in connection with any such classification or
reclassification, and any such shares of any
series which have been redeemed, purchased, or
otherwise acquired by the Corporation shall
remain part of the authorized capital stock and
be subject to classification and reclassification
as provided herein;
(b) Whether or not and, if so, the
rates, amounts, and times at which, and the
conditions under which, dividends shall be
payable on shares of such series;
(c) Whether or not shares of such
series shall have voting rights in addition to
any general voting rights provided by law and
these Amended and Restated Articles of
Incorporation of the Corporation and, if so, the
terms of such additional voting rights; and
(d) The rights of holders of shares of
such series (including any classes thereof) upon
the liquidation, dissolution, or winding up of
the affairs of, or upon distribution of the
assets of, the Corporation.
(5) Shares of capital stock of the
Corporation shall have the following preferences,
and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and
terms and conditions of redemption.
(a) Assets Belonging to a Series. All
consideration received by the Corporation for the
issue or sale of stock of any series of capital
stock, together with all assets in which such
consideration is invested and reinvested, income,
earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange, or
liquidation thereof, and any funds or payments
derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably
belong to the series of shares of capital stock
with respect to which assets, payments, or funds
were received by the Corporation for all
purposes, subject only to the rights of
creditors, and shall be handled upon the books of
account of the Corporation. Such consideration,
assets, income, earnings, profits, and proceeds
thereof, and any assets derived from the sale,
exchange, or liquidation thereof, and any assets
derived from any reinvestment of such proceeds in
whatever form, are herein referred to as assets
belonging to such series. Any assets, income,
earnings, profits, and proceeds thereof, and any
funds or payments which are not readily
attributable to any particular series shall be
allocable among any one or more of the series in
such a manner and on such a basis as the Board of
Directors, in its sole discretion, shall deem
fair and equitable.
(b) Liabilities Belonging to a Series.
The assets belonging to any series of capital
stock shall be charged with the liabilities in
respect of such series and shall also be charged
with such series share of the general
liabilities of the Corporation determined as
hereinafter provided. The determination of the
Board of Directors shall be conclusive as to the
amount of such liabilities, including the amount
of accrued expenses and reserves; as to any
allocation of the same to a given series; and as
to whether the same are allocable to one or more
series. The liabilities so allocated to a series
are herein referred to as liabilities belonging
to such series. Any liabilities which are not
readily attributable to any particular series
shall be allocable among any one or more of the
series in such manner and on such basis as the
Board of Directors, in its sole discretion, shall
deem fair and equitable.
(c) Dividends and Distributions.
Shares of each series of capital stock shall be
entitled to such dividends and distributions, in
stock or in cash or both, as may be declared from
time-to-time by the Board of Directors, acting in
its sole discretion, with respect to such series,
provided, however, that dividends and
distributions on shares of a series of capital
stock shall be paid only out of the lawfully
available assets belonging to such series as
such phrase is defined in ARTICLE IV (5).
(d) Liquidating Dividends and
Distributions. In the event of the liquidation
or dissolution of the Corporation, stockholders
of each series of capital stock shall be entitled
to receive, as a series, out of the assets of the
Corporation available for distribution to
stockholders, but other than general assets not
belonging to any particular series of capital
stock, the assets belonging to such series; and
the assets so distributable to the stockholders
of any series of capital stock shall be
distributed among such stockholders in proportion
to the number of shares of such series held by
them and recorded on the books of the
Corporation. In the event that there are any
general assets not belonging to any particular
series of capital stock and available for
distribution, such distribution shall be made to
the holders of stock of all series of capital
stock in proportion to the asset value of the
respective series of capital stock determined as
hereinafter provided.
(e) Classes of Shares. There shall
initially be two classes of the Dresdner RCM
Europe Fund series, Class N and Class I. Of
the 200,000,00 shares designated as Dresdner
RCM Europe Fund shares, 100,000,000 shall be
designated Class N shares thereof and 100,000,000
shall be designated Class I shares thereof. All
shares of the Corporation that are outstanding
when the Corporation converts from a closed-end
to an open-end investment company will be
automatically designated Class N shares of
Dresdner RCM Europe Fund.
A class of shares may be invested with one
or more other classes in a common investment
portfolio comprising a series. Notwithstanding
the other provisions of ARTICLE IV (5), if two or
more classes are invested in a common investment
portfolio as a series, the shares of each such
class of capital stock of the Corporation shall
be subject to the following preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications, and terms and conditions of
redemption, and if there are other classes of
capital stock invested together in a different
series, shall also be subject to the provisions
of this ARTICLE IV (5) at the series level as if
the classes comprising the series were one class.
(i) The income and expenses of
the series shall be allocated among the classes
comprising the series in accordance with the
relative net asset value of each such class or as
otherwise determined by the Board of Directors in
accordance with the law and the Corporations
current registration statement as filed with the
Securities and Exchange Commission (the
Registration Statement). The allocation of
investment income, capital gains, expenses, and
liabilities of the Corporation or any series,
among the series and any classes thereof shall be
determined by the Board of Directors in a manner
that is consistent with applicable law and the
Registration Statement.
(ii) As more fully set forth in
this ARTICLE IV (5), the liabilities and expenses
of the classes comprising the series shall be
determined separately from those of each other
and, accordingly, the net asset value, the
dividends and distributions payable to holders,
and the amounts distributable in the event of the
liquidation of the Corporation or a series to
holders of shares of the Corporations capital
stock may vary from class to class within a
series. Except for these differences and certain
other differences set forth in this ARTICLE IV
(5) or elsewhere in the Amended and Restated
Articles of Incorporation, the classes comprising
a series shall have the same preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications, and terms and conditions of
redemption.
(iii) The dividends and
distributions of investment income and capital
gains with respect to the classes comprising a
series shall be in such amounts as may be
declared from time-to-time by the Board of
Directors, and such dividends and distributions
may vary among the classes comprising the series
to reflect differing allocations of the expenses
of the Corporation among the classes and any
resultant differences among the net asset values
per share of the classes, to such extent and for
such purposes as the Board of Directors may deem
appropriate.
(iv) At such times (which may
vary within a class) as may be determined by the
Board of Directors (or with the authorization of
the Board of Directors, by the officers of the
Corporation) in accordance with the 1940 Act and
applicable rules and regulations of the National
Association of Securities Dealers, Inc. (NASD)
and the Registration Statement, shares of a
particular class of capital stock of the
Corporation may be automatically converted into
shares of another class of capital stock of the
Corporation based on the relative net asset
values of such classes at the time of conversion,
subject, however, to any conditions of conversion
that may be imposed by the Board of Directors (or
with the authorization of the Board of Directors,
by the officers of the Corporation) and the
Registration Statement.
(f) Voting. Each stockholder of each
series of capital stock then standing in his or
her name on the books of the Corporation, and on
any matter submitted to a vote of stockholders,
all shares of capital stock then issued and
outstanding and entitled to vote shall be voted
in the aggregate and not by series except that:
(i) when expressly required by law, shares of
capital stock shall be voted by individual series
and (ii) only shares of capital stock of the
respective series affected by a matter shall be
entitled to vote on such matter. At all meetings
of stockholders, the holders of one-third of the
shares of capital stock of the Corporation
entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for
the transaction of any business, except as
otherwise provided by statute or by these Amended
and Restated Articles of Incorporation. In the
absence of a quorum no business may be
transacted, except that the holders of a majority
of the shares of capital stock present in person
or by proxy and entitled to vote may adjourn the
meeting from time-to-time, without notice other
than announcement at the meeting except as
otherwise required by these Amended and Restated
Articles of Incorporation or the By-Laws, until
the holders of the requisite amount of shares of
capital stock shall be present. At any such
adjourned meeting at which a quorum may be
present any business may be transacted which
might have been transacted at the meeting
originally called. The absence from any meeting,
in person or by proxy, of holders of the quorum
which may be required by the laws of the State of
Maryland, the 1940 Act, or other applicable
statute, these Amended and Restated Articles of
Incorporation, or the By-Laws, for action upon
any given matter shall not prevent action at such
meeting upon any other matter or matters which
may properly come before the meeting, if there
shall be present at the meeting, in person or by
proxy, holders of the number of shares of capital
stock of the Corporation required for action in
respect of such other matter or matters.
(g) Redemption. To the extent the
Corporation has funds or other property legally
available therefor, each holder of shares of
capital stock of the Corporation shall be
entitled to require the Corporation to redeem all
or any part of the shares standing in the name of
such holder on the books of the Corporation, at
the redemption price of such shares as in effect
from time-to-time as may be determined by the
Board of Directors of the Corporation in
accordance with the provisions hereof, subject to
the right of the Board of Directors of the
Corporation to suspend the right of redemption of
shares of capital stock or postpone the date of
payment of such redemption price in accordance
with provisions of applicable law. The
Corporation may at any time purchase or redeem
shares of capital stock of the Corporation in the
open market or at private sale, or otherwise, out
of funds legally available therefor, at a price
not exceeding the net asset value thereof
determined in accordance with the 1940 Act and
the Corporations current Registration Statement.
Without limiting the generality of the foregoing,
the Corporation shall, to the extent permitted by
applicable law, have the right at any time to
redeem the shares owned by any holder of capital
stock of the Corporation if the value of such
shares in the account of such holder is less than
the minimum initial investment amount applicable
to that account as set forth in the Corporations
current Registration Statement, and subject to
such further terms and conditions as the Board of
Directors of the Corporation may from time-to-
time adopt. The price of any shares of capital
stock redeemed by the Corporation shall, except
as otherwise provided in ARTICLE IV (5)(e), be
the net asset value thereof as determined by, or
pursuant to methods approved by, the Board of
Directors of the Corporation from time-to-time in
accordance with the provisions of applicable law,
less such redemption fee or other charge, if any,
as may be specified in the Corporations current
Registration Statement for that series. Payment
of the redemption price shall be made in cash by
the Corporation unless, in the opinion of the
Board of Directors, which shall be conclusive,
conditions exist which make payment wholly in
cash unwise or undesirable; in such event the
Corporation may make payment wholly or partly by
securities or other property included in the
assets belonging or allocable to the series of
the shares redemption of which is being sought,
the value of which shall be determined as
provided herein.
(h) Other Sales Charges. The proceeds of
the redemption of the shares of any class of
capital stock of the Corporation may be reduced
by the amount of any contingent deferred sales
charge or other charge (which charges may vary
within and among the classes) payable on such
redemption pursuant to the terms of issuance of
such shares, all in accordance with the 1940 Act,
and applicable rules and regulations of the NASD.
ARTICLE V
Board of Directors
The number of Directors of the Corporation
shall be fixed from time-to-time by the By-Laws
of the Corporation, but shall not be less than
three (3). The Board of Directors can vote to
increase or decrease the number of Directors
within the limit set by the By-Laws. The number
constituting the Board of Directors is eight (8),
and the names of the persons who are to serve as
Directors are:
Robert J. Birnbaum
Carroll Brown
Theodore J. Coburn
James E. Dowd
Alfred W. Fiore
Siegfried A. Kessler
Gottfried W. Perbix
Jacob Saliba
ARTICLE VI
Management of the Affairs of the Corporation
(1) Powers of the Corporation. All
corporate powers and authority of the Corporation
(except as at the time otherwise provided by
statute or applicable rules and regulations of
any governmental or quasi-governmental agency or
instrumentality, by these Amended and Restated
Articles of Incorporation or by the By-Laws)
shall be vested in and exercised by the Board of
Directors.
(2) Issuance of Stock. The Board of
Directors may from time-to-time authorize the
issuance of and may issue and sell or cause to be
issued and sold shares of the Corporations
capital stock of any series or class, whether now
or hereafter authorized, including any shares
redeemed or repurchased by the Corporation, and
securities convertible into shares of the
Corporations capital stock, whether now or
hereafter authorized, for such consideration as
may be deemed advisable by the Board of Directors
and without any action by the stockholders.
(3) Compensation of Directors. The Board
of Directors shall have power from time-to-time
to authorize payment of compensation to the
Directors for services to the Corporation,
including fees for attendance at meetings of the
Board of Directors and of committees.
(4) Inspection of Corporations Books.
The Board of Directors shall have power from
time-to-time to determine whether and to what
extent, and at what times and places and under
what conditions and regulations, the accounts and
books of the Corporation (other than the stock
ledger) or any of them shall be open to the
inspection of stockholders; and no stockholder
shall have the right of inspecting any account,
book, or document of the Corporation except as at
the time conferred by statute, unless authorized
by a resolution of the stockholders or the Board
of Directors.
(5) Contracts of the Corporation
Affecting the Financial Interest of Director(s).
A contract or other transaction between the
Corporation and any of its Directors or between
the Corporation and any other corporation, firm,
or other entity in which any of its Directors is
a Director or has a material financial interest
is not void or voidable solely because of any one
or more of the following: the common
Directorship or interest; the presence of the
Director at the meeting of the Board of Directors
which authorizes, approves, or ratifies the
contract or transaction; or the counting of the
vote of a Director for the authorization or
ratification of the contract or transaction.
This ARTICLE VI (5) applies if:
(a) the fact of common
Directorship of interest is disclosed or
known to: (i) the Board of Directors and
the Board authorizes, approves, or
ratifies the contract or transaction by
the affirmative vote of a majority of
disinterested directors, even if the
disinterested directors constitute less
than a quorum; or (ii) the stockholders
entitled to vote, and the contract or
transaction is authorized, approved, or
ratified by a majority of the votes cast
by the stockholders entitled to vote other
than the votes of shares owned of record
or beneficially by the interested director
or corporation, firm, or other entity; or
(b) the contract or transaction
is fair and reasonable to the Corporation.
Common or interested Directors or the
stock owned by them or by an interested
corporation, firm, or other entity may be counted
in determining the presence of a quorum at a
meeting of the Board of Directors or at a meeting
of the stockholders, as the case may be, at which
the contract or transaction is authorized,
approved, or ratified. If a contract or
transaction is not authorized, approved, or
ratified in one of the ways provided for in
clause (a) of the second sentence of this ARTICLE
VI (5), the person asserting the validity of the
contract or transaction shall bear the burden of
proving that the contract or transaction was fair
and reasonable to the Corporation at the time it
was authorized, approved, or ratified. This
ARTICLE VI (5) does not apply to the fixing by
the Board of Directors of reasonable compensation
for a Director, whether as a Director or in any
other capacity.
(6) Ratification by Stockholders. Except
as provided in Article VI (5), any contract,
transaction, or act of the Corporation or of the
Board of Directors which shall be ratified by a
majority of a quorum of the stockholders having
voting power at any annual meeting, or at any
special meeting called for such purpose, shall so
far as permitted by law be as valid and as
binding as though ratified by every stockholder
of the Corporation.
(7) Removal of Officers. Unless the By-
Laws of the Corporation otherwise provide, any
officer or employee of the Corporation (other
than a Director) may be removed at any time with
or without cause by the Board of Directors or by
any committee or superior officer upon whom such
power of removal may be conferred by the By-Laws
or by authority of the Board of Directors.
(8) Indemnification of Officers and
Directors. To the maximum extent permitted by
Maryland Law, as from time-to-time amended, the
Corporation: (a) shall indemnify and advance
expenses to each of its currently acting and its
former Directors against any and all liabilities
and expenses incurred in connection with their
services in such capacities; (b) shall indemnify
and advance expenses to its currently acting and
its former officers to the full extent that
indemnification shall be provided to Directors;
and (c) may indemnify and advance expenses to its
employees and agents, to the extent determined by
the Board of Directors; in each case, subject to
any limitations imposed by the 1940 Act. The
foregoing rights of indemnification shall not be
exclusive of any other rights to indemnification
to which those seeking indemnification may be
entitled. Subject to the same limitations
imposed by the 1940 Act, the Corporation may, by
By-Laws, resolution, or agreement, make further
provision for indemnification of Directors,
officers, employees, and agents. Furthermore, to
the fullest extent permitted by Maryland law, as
it may be amended or interpreted from time-to-
time, subject to any limitations imposed by the
1940 Act, no Director or officer in the
Corporation shall be personally liable to the
Corporation or its stockholders for monetary
damages. No amendment of these Restated and
Amended Articles of Incorporation or repeal of
its provisions shall limit or eliminate any of
the benefits provided to any person who at any
time is or was a Director or officer of the
Corporation under this Section in respect of any
act or omission that occurred prior to such
amendment or repeal.
ARTICLE VII
Duration
The duration of the Corporation shall be
perpetual.
ARTICLE VIII
Majority Vote
Notwithstanding any provision of the laws
of the State of Maryland requiring a greater
proportion than a majority of the votes of all
classes or of any class of stock entitled to be
cast, to take or authorize any action, the
Corporation may, subject to other applicable
provisions of law, these Amended and Restated
Articles of Incorporation and the By-Laws, take
or authorize such action upon the concurrence of
a majority of the aggregate number of the votes
entitled to be cast thereon; provided, that this
provision shall not affect any requirement of the
1940 Act or the Rules and Regulations of the
Securities and Exchange Commission thereunder,
for any vote to be taken by the concurrence of a
greater proportion of the votes entitled to be
cast or for any matter to be authorized by the
separate vote of a particular class or series of
shares.
ARTICLE IX
Pre-Emptive Rights
No holder of the capital stock of the
Corporation or of any other class of stock or
securities of the Corporation, whether now or
hereafter authorized, shall be entitled as such,
as a matter of pre-emptive right, to subscribe
for or purchase any part of any new or additional
issue of stock of any class, or of rights or
options to purchase any stock, or of securities
convertible into, or carrying rights or options
to purchase, stock of any class, whether now of
hereafter authorized or whether issued for money,
for a consideration other than money, or by way
of a dividend or otherwise, and all such rights
are hereby waived by each holder of capital stock
and of any other class of stock or securities of
the Corporation, whether now or hereafter
authorized.
ARTICLE X
Reservation of Right to Amend
The Corporation reserves the right from
time-to-time to make any amendment of its
charter, now or hereafter authorized by law,
including any amendment which alters the terms or
contract rights, as expressly set forth in its
charter, of any outstanding stock by
classification, reclassification, or otherwise,
and all rights herein conferred upon stockholders
are granted subject to such reservation.
IN WITNESS WHEREOF, Dresdner RCM Europe Fund
Inc., has caused these presents to be signed in
its name and on its behalf by its Vice President
and witnessed by its Secretary on April 27, 1999,
who swear under penalty of perjury to the best of
their knowledge, information and belief, that the
matters and facts set forth in these Amended and
Restated Articles of Incorporation are true in
all material respects.
DRESDNER RCM EUROPE FUND INC.
By:
/s/Barbel Lenz, Vice President
WITNESS:
/s/Robert J. Goldstein, Secretary
Sub-Item 77Q1(a)
A-1
A-1
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into this 3rd day of May,
1999 by and between Dresdner RCM Investment Funds Inc. (the
Company), on behalf of Dresdner RCM Europe 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 Companys 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 Funds
prospectus as in use from time-to-time, as well as to the
factors affecting the Companys 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 Managers 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;
(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 Funds Prospectus
and Statement of Additional Information; and
(vii) to take such other action, or to
direct the Funds 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 Managers 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 Managers 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 Managers 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 Managers
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 Managers clients,
subject to the provisions of the Investment Managers 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 Managers overhead in connection with its duties
under this Agreement. The Investment Manager also will pay
all fees and salaries of the Companys directors and
officers who are affiliated persons (as such term is defined
in the 1940 Act) 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 Funds 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 Funds 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; expenses of calculating and publishing the net
asset value of the Funds 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 Funds 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 Funds
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 Funds
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 Funds
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.
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 January 26, 2001. 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
1940 Act) 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
1940 Act) 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
1940 Act) 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 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 Companys 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
By:/s/Susan C. Gause
ATTEST:
By:/s/Robert J. Goldstein
DRESDNER RCM INVESTMENT FUNDS INC.
ON BEHALF OF DRESDNER RCM EUROPE FUND
By:/s/George A. Rio
ATTEST:
By:/s/Karen Jacoppo-Wood
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND DRESDNER RCM
INVESTMENT FUNDS INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EUROPE FUND
Effective Date: May 3, 1999
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 1.00% of the value of the Funds average
daily net assets up to and including $100 million and 0.80%
of the Funds average daily net assets in excess of $100
million.
Value of Securities and Cash of Fund Fee
- ------------------------------------ ----
Up to and including $100 million 1.00% ann
In excess of $100 million 0.80% ann
For three years beginning from the date that the Fund
converts to an open-end investment company, the Investment
Manager shall reimburse the Fund to the extent that the
operating expenses of the Fund (as hereinafter defined)
exceed 1.60% of the average daily net assets of the Fund.
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: May 3, 1999
DRESDNER RCM GLOBAL INVESTORS LLC
By: /s/Susan C. Gause
ATTEST:
By: /s/Robert J. Goldstein
DRESDNER RCM INVESTMENT FUNDS INC.
ON BEHALF OF DRESDNER RCM EUROPE FUND
By: /s/George A. Rio
ATTEST:
By: /s/Karen Jacoppo-Wood
Sub-Item 77Q1(e)
B-6
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
Name
(1) The name of the Corporation is Dresdner RCM
Investment Funds Inc.
(2) The Board of the Directors reserves the right to
change its corporate name or any series or class name
thereunder by a majority vote without action by stockholders in
accordance with 2-605 of the General Corporation Law of the
State of Maryland.
ARTICLE II
Purposes and Powers
The purposes for which the Corporation is formed are to
act as an open-end investment company under the Investment
Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the 1940 Act), and to exercise and
enjoy all of the general powers, rights, and privileges granted
to, or conferred upon, corporations by the Maryland General
Corporation Law (the Maryland Law) now or hereafter in force.
ARTICLE III
Principal Office and Resident Agent
The post office address of the principal office of the
Corporation in the State of Maryland is c/o The Corporation
Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
The name and address of the resident agent of the Corporation
in the State of Maryland are The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202. Such
resident agent is a Maryland corporation.
ARTICLE IV
Capital Stock
(1)(a) As increased from 100,000,000 with a par value
of $.001 per share, the total number of shares of all classes
of capital stock which the Corporation shall have the authority
to issue is 1,000,000,000 shares of capital stock, of the par
value of $.001 per share. There shall initially be one series
of shares, designated as the Dresdner RCM Europe Fund
consisting initially of 200,000,000 shares (such series and any
further series of shares from time-to-time created by the Board
of Directors being referred to individually herein as a series)
and 800,000,000 unclassified shares of capital stock. The
Board of Directors of the Corporation is hereby empowered to
increase or decrease, from time-to-time, the total number of
shares of capital stock or the number of shares of capital
stock of any series that the Corporation shall have authority
to issue without any action by the stockholders but to not less
than the number of shares of capital stock or of such series,
as the case may be, then outstanding.
(b) The aggregate par value of all shares having a par
value is $100,000 before the increase and $1,000,000 as
increased.
(2) The Corporation may issue fractional shares, which
shall carry proportionally all the rights of a whole share,
excepting any right to receive a certificate evidencing such
fractional shares, but including the right to vote and the
right to receive dividends.
(3) All persons who shall acquire capital stock in the
Corporation shall acquire the same subject to the provisions of
these Amended and Restated Articles of Incorporation and the
By-Laws of the Corporation (the By-Laws).
(4) As used in these Amended and Restated Articles of
Incorporation, a series of shares represent interests in the
same assets, liabilities, income, earnings, and profits of the
Corporation. The Board of Directors shall have authority to
classify and reclassify any authorized but unissued shares of
capital stock from time-to-time by setting or changing in any
one or more respects the preferences, conversion or other
rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption
of the capital stock. Subject to the provisions of ARTICLE IV
and applicable law, the power of the Board of Directors to
classify or reclassify any of the shares of capital stock shall
include, without limitation, authority to classify or
reclassify any such stock into one or more series of capital
stock, by determining, fixing, or altering one or more of the
following:
(a) The distinctive designation of such series and
the number of shares to constitute such series; provided that,
unless otherwise prohibited by the terms of such series, the
number of shares of any series may be decreased by the Board of
Directors in connection with any classification or
reclassification of unissued shares and the number of shares of
such series may be increased by the Board of Directors in
connection with any such classification or reclassification,
and any such shares of any series which have been redeemed,
purchased, or otherwise acquired by the Corporation shall
remain part of the authorized capital stock and be subject to
classification and reclassification as provided herein;
(b) Whether or not and, if so, the rates, amounts,
and times at which, and the conditions under which, dividends
shall be payable on shares of such series;
(c) Whether or not shares of such series shall have
voting rights in addition to any general voting rights provided
by law and these Amended and Restated Articles of Incorporation
of the Corporation and, if so, the terms of such additional
voting rights; and
(d) The rights of holders of shares of such series
(including any classes thereof) upon the liquidation,
dissolution, or winding up of the affairs of, or upon
distribution of the assets of, the Corporation.
(5) Shares of capital stock of the Corporation shall
have the following preferences, and other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption.
(a) Assets Belonging to a Series. All consideration
received by the Corporation for the issue or sale of stock of
any series of capital stock, together with all assets in which
such consideration is invested and reinvested, income,
earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, and
any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to the series of shares of capital stock with respect to
which assets, payments, or funds were received by the
Corporation for all purposes, subject only to the rights of
creditors, and shall be handled upon the books of account of
the Corporation. Such consideration, assets, income, earnings,
profits, and proceeds thereof, and any assets derived from the
sale, exchange, or liquidation thereof, and any assets derived
from any reinvestment of such proceeds in whatever form, are
herein referred to as assets belonging to such series. Any
assets, income, earnings, profits, and proceeds thereof, and
any funds or payments which are not readily attributable to any
particular series shall be allocable among any one or more of
the series in such a manner and on such a basis as the Board of
Directors, in its sole discretion, shall deem fair and
equitable.
(b) Liabilities Belonging to a Series. The assets
belonging to any series of capital stock shall be charged with
the liabilities in respect of such series and shall also be
charged with such series share of the general liabilities of
the Corporation determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive as
to the amount of such liabilities, including the amount of
accrued expenses and reserves; as to any allocation of the same
to a given series; and as to whether the same are allocable to
one or more series. The liabilities so allocated to a series
are herein referred to as liabilities belonging to such series.
Any liabilities which are not readily attributable to any
particular series shall be allocable among any one or more of
the series in such manner and on such basis as the Board of
Directors, in its sole discretion, shall deem fair and
equitable.
(c) Dividends and Distributions. Shares of each
series of capital stock shall be entitled to such dividends and
distributions, in stock or in cash or both, as may be declared
from time-to-time by the Board of Directors, acting in its sole
discretion, with respect to such series, provided, however,
that dividends and distributions on shares of a series of
capital stock shall be paid only out of the lawfully available
assets belonging to such series as such phrase is defined in
ARTICLE IV (5).
(d) Liquidating Dividends and Distributions. In the
event of the liquidation or dissolution of the Corporation,
stockholders of each series of capital stock shall be entitled
to receive, as a series, out of the assets of the Corporation
available for distribution to stockholders, but other than
general assets not belonging to any particular series of
capital stock, the assets belonging to such series; and the
assets so distributable to the stockholders of any series of
capital stock shall be distributed among such stockholders in
proportion to the number of shares of such series held by them
and recorded on the books of the Corporation. In the event
that there are any general assets not belonging to any
particular series of capital stock and available for
distribution, such distribution shall be made to the holders of
stock of all series of capital stock in proportion to the asset
value of the respective series of capital stock determined as
hereinafter provided.
(e) Classes of Shares. There shall initially be two
classes of the Dresdner RCM Europe Fund series, Class N and
Class I. Of the 200,000,00 shares designated as Dresdner RCM
Europe Fund shares, 100,000,000 shall be designated Class N
shares thereof and 100,000,000 shall be designated Class I
shares thereof. All shares of the Corporation that are
outstanding when the Corporation converts from a closed-end to
an open-end investment company will be automatically designated
Class N shares of Dresdner RCM Europe Fund.
A class of shares may be invested with one or more other
classes in a common investment portfolio comprising a series.
Notwithstanding the other provisions of ARTICLE IV (5), if two
or more classes are invested in a common investment portfolio
as a series, the shares of each such class of capital stock of
the Corporation shall be subject to the following preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and
conditions of redemption, and if there are other classes of
capital stock invested together in a different series, shall
also be subject to the provisions of this ARTICLE IV (5) at the
series level as if the classes comprising the series were one
class.
(i) The income and expenses of the series shall
be allocated among the classes comprising the series in
accordance with the relative net asset value of each such class
or as otherwise determined by the Board of Directors in
accordance with the law and the Corporations current
registration statement as filed with the Securities and
Exchange Commission (the Registration Statement). The
allocation of investment income, capital gains, expenses, and
liabilities of the Corporation or any series, among the series
and any classes thereof shall be determined by the Board of
Directors in a manner that is consistent with applicable law
and the Registration Statement.
(ii) As more fully set forth in this ARTICLE IV
(5), the liabilities and expenses of the classes comprising the
series shall be determined separately from those of each other
and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts distributable
in the event of the liquidation of the Corporation or a series
to holders of shares of the Corporations capital stock may vary
from class to class within a series. Except for these
differences and certain other differences set forth in this
ARTICLE IV (5) or elsewhere in the Amended and Restated
Articles of Incorporation, the classes comprising a series
shall have the same preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption.
(iii) The dividends and distributions of
investment income and capital gains with respect to the classes
comprising a series shall be in such amounts as may be declared
from time-to-time by the Board of Directors, and such dividends
and distributions may vary among the classes comprising the
series to reflect differing allocations of the expenses of the
Corporation among the classes and any resultant differences
among the net asset values per share of the classes, to such
extent and for such purposes as the Board of Directors may deem
appropriate.
(iv) At such times (which may vary within a
class) as may be determined by the Board of Directors (or with
the authorization of the Board of Directors, by the officers of
the Corporation) in accordance with the 1940 Act and applicable
rules and regulations of the National Association of Securities
Dealers, Inc. (NASD) and the Registration Statement, shares of
a particular class of capital stock of the Corporation may be
automatically converted into shares of another class of capital
stock of the Corporation based on the relative net asset values
of such classes at the time of conversion, subject, however, to
any conditions of conversion that may be imposed by the Board
of Directors (or with the authorization of the Board of
Directors, by the officers of the Corporation) and the
Registration Statement.
(f) Voting. Each stockholder of each series of
capital stock then standing in his or her name on the books of
the Corporation, and on any matter submitted to a vote of
stockholders, all shares of capital stock then issued and
outstanding and entitled to vote shall be voted in the
aggregate and not by series except that: (i) when expressly
required by law, shares of capital stock shall be voted by
individual series and (ii) only shares of capital stock of the
respective series affected by a matter shall be entitled to
vote on such matter. At all meetings of stockholders, the
holders of one-third of the shares of capital stock of the
Corporation entitled to vote at the meeting, present in person
or by proxy, shall constitute a quorum for the transaction of
any business, except as otherwise provided by statute or by
these Amended and Restated Articles of Incorporation. In the
absence of a quorum no business may be transacted, except that
the holders of a majority of the shares of capital stock
present in person or by proxy and entitled to vote may adjourn
the meeting from time-to-time, without notice other than
announcement at the meeting except as otherwise required by
these Amended and Restated Articles of Incorporation or the By-
Laws, until the holders of the requisite amount of shares of
capital stock shall be present. At any such adjourned meeting
at which a quorum may be present any business may be transacted
which might have been transacted at the meeting originally
called. The absence from any meeting, in person or by proxy,
of holders of the quorum which may be required by the laws of
the State of Maryland, the 1940 Act, or other applicable
statute, these Amended and Restated Articles of Incorporation,
or the By-Laws, for action upon any given matter shall not
prevent action at such meeting upon any other matter or matters
which may properly come before the meeting, if there shall be
present at the meeting, in person or by proxy, holders of the
number of shares of capital stock of the Corporation required
for action in respect of such other matter or matters.
(g) Redemption. To the extent the Corporation has
funds or other property legally available therefor, each holder
of shares of capital stock of the Corporation shall be entitled
to require the Corporation to redeem all or any part of the
shares standing in the name of such holder on the books of the
Corporation, at the redemption price of such shares as in
effect from time-to-time as may be determined by the Board of
Directors of the Corporation in accordance with the provisions
hereof, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of
capital stock or postpone the date of payment of such
redemption price in accordance with provisions of applicable
law. The Corporation may at any time purchase or redeem shares
of capital stock of the Corporation in the open market or at
private sale, or otherwise, out of funds legally available
therefor, at a price not exceeding the net asset value thereof
determined in accordance with the 1940 Act and the Corporations
current Registration Statement. Without limiting the
generality of the foregoing, the Corporation shall, to the
extent permitted by applicable law, have the right at any time
to redeem the shares owned by any holder of capital stock of
the Corporation if the value of such shares in the account of
such holder is less than the minimum initial investment amount
applicable to that account as set forth in the Corporations
current Registration Statement, and subject to such further
terms and conditions as the Board of Directors of the
Corporation may from time-to-time adopt. The price of any
shares of capital stock redeemed by the Corporation shall,
except as otherwise provided in ARTICLE IV (5)(e), be the net
asset value thereof as determined by, or pursuant to methods
approved by, the Board of Directors of the Corporation from
time-to-time in accordance with the provisions of applicable
law, less such redemption fee or other charge, if any, as may
be specified in the Corporations current Registration Statement
for that series. Payment of the redemption price shall be made
in cash by the Corporation unless, in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable; in such
event the Corporation may make payment wholly or partly by
securities or other property included in the assets belonging
or allocable to the series of the shares redemption of which is
being sought, the value of which shall be determined as
provided herein.
(h) Other Sales Charges. The proceeds of the
redemption of the shares of any class of capital stock of the
Corporation may be reduced by the amount of any contingent
deferred sales charge or other charge (which charges may vary
within and among the classes) payable on such redemption
pursuant to the terms of issuance of such shares, all in
accordance with the 1940 Act, and applicable rules and
regulations of the NASD.
ARTICLE V
Board of Directors
The number of Directors of the Corporation shall be
fixed from time-to-time by the By-Laws of the Corporation, but
shall not be less than three (3). The Board of Directors can
vote to increase or decrease the number of Directors within the
limit set by the By-Laws. The number constituting the Board of
Directors is eight (8), and the names of the persons who are to
serve as Directors are:
Robert J. Birnbaum
Carroll Brown
Theodore J. Coburn
James E. Dowd
Alfred W. Fiore
Siegfried A. Kessler
Gottfried W. Perbix
Jacob Saliba
ARTICLE VI
Management of the Affairs of the Corporation
(1) Powers of the Corporation. All corporate powers
and authority of the Corporation (except as at the time
otherwise provided by statute or applicable rules and
regulations of any governmental or quasi-governmental agency or
instrumentality, by these Amended and Restated Articles of
Incorporation or by the By-Laws) shall be vested in and
exercised by the Board of Directors.
(2) Issuance of Stock. The Board of Directors may from
time-to-time authorize the issuance of and may issue and sell
or cause to be issued and sold shares of the Corporations
capital stock of any series or class, whether now or hereafter
authorized, including any shares redeemed or repurchased by the
Corporation, and securities convertible into shares of the
Corporations capital stock, whether now or hereafter
authorized, for such consideration as may be deemed advisable
by the Board of Directors and without any action by the
stockholders.
(3) Compensation of Directors. The Board of Directors
shall have power from time-to-time to authorize payment of
compensation to the Directors for services to the Corporation,
including fees for attendance at meetings of the Board of
Directors and of committees.
(4) Inspection of Corporations Books. The Board of
Directors shall have power from time-to-time to determine
whether and to what extent, and at what times and places and
under what conditions and regulations, the accounts and books
of the Corporation (other than the stock ledger) or any of them
shall be open to the inspection of stockholders; and no
stockholder shall have the right of inspecting any account,
book, or document of the Corporation except as at the time
conferred by statute, unless authorized by a resolution of the
stockholders or the Board of Directors.
(5) Contracts of the Corporation Affecting the
Financial Interest of Director(s). A contract or other
transaction between the Corporation and any of its Directors or
between the Corporation and any other corporation, firm, or
other entity in which any of its Directors is a Director or has
a material financial interest is not void or voidable solely
because of any one or more of the following: the common
Directorship or interest; the presence of the Director at the
meeting of the Board of Directors which authorizes, approves,
or ratifies the contract or transaction; or the counting of the
vote of a Director for the authorization or ratification of the
contract or transaction. This ARTICLE VI (5) applies if:
(a) the fact of common Directorship of
interest is disclosed or known to: (i) the Board of
Directors and the Board authorizes, approves, or
ratifies the contract or transaction by the affirmative
vote of a majority of disinterested directors, even if
the disinterested directors constitute less than a
quorum; or (ii) the stockholders entitled to vote, and
the contract or transaction is authorized, approved, or
ratified by a majority of the votes cast by the
stockholders entitled to vote other than the votes of
shares owned of record or beneficially by the interested
director or corporation, firm, or other entity; or
(b) the contract or transaction is fair and
reasonable to the Corporation.
Common or interested Directors or the stock owned by
them or by an interested corporation, firm, or other entity may
be counted in determining the presence of a quorum at a meeting
of the Board of Directors or at a meeting of the stockholders,
as the case may be, at which the contract or transaction is
authorized, approved, or ratified. If a contract or
transaction is not authorized, approved, or ratified in one of
the ways provided for in clause (a) of the second sentence of
this ARTICLE VI (5), the person asserting the validity of the
contract or transaction shall bear the burden of proving that
the contract or transaction was fair and reasonable to the
Corporation at the time it was authorized, approved, or
ratified. This ARTICLE VI (5) does not apply to the fixing by
the Board of Directors of reasonable compensation for a
Director, whether as a Director or in any other capacity.
(6) Ratification by Stockholders. Except as provided
in Article VI (5), any contract, transaction, or act of the
Corporation or of the Board of Directors which shall be
ratified by a majority of a quorum of the stockholders having
voting power at any annual meeting, or at any special meeting
called for such purpose, shall so far as permitted by law be as
valid and as binding as though ratified by every stockholder of
the Corporation.
(7) Removal of Officers. Unless the By-Laws of the
Corporation otherwise provide, any officer or employee of the
Corporation (other than a Director) may be removed at any time
with or without cause by the Board of Directors or by any
committee or superior officer upon whom such power of removal
may be conferred by the By-Laws or by authority of the Board of
Directors.
(8) Indemnification of Officers and Directors. To the
maximum extent permitted by Maryland Law, as from time-to-time
amended, the Corporation: (a) shall indemnify and advance
expenses to each of its currently acting and its former
Directors against any and all liabilities and expenses incurred
in connection with their services in such capacities; (b) shall
indemnify and advance expenses to its currently acting and its
former officers to the full extent that indemnification shall
be provided to Directors; and (c) may indemnify and advance
expenses to its employees and agents, to the extent determined
by the Board of Directors; in each case, subject to any
limitations imposed by the 1940 Act. The foregoing rights of
indemnification shall not be exclusive of any other rights to
indemnification to which those seeking indemnification may be
entitled. Subject to the same limitations imposed by the 1940
Act, the Corporation may, by By-Laws, resolution, or agreement,
make further provision for indemnification of Directors,
officers, employees, and agents. Furthermore, to the fullest
extent permitted by Maryland law, as it may be amended or
interpreted from time-to-time, subject to any limitations
imposed by the 1940 Act, no Director or officer in the
Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages. No amendment of these
Restated and Amended Articles of Incorporation or repeal of its
provisions shall limit or eliminate any of the benefits
provided to any person who at any time is or was a Director or
officer of the Corporation under this Section in respect of any
act or omission that occurred prior to such amendment or
repeal.
ARTICLE VII
Duration
The duration of the Corporation shall be perpetual.
ARTICLE VIII
Majority Vote
Notwithstanding any provision of the laws of the State
of Maryland requiring a greater proportion than a majority of
the votes of all classes or of any class of stock entitled to
be cast, to take or authorize any action, the Corporation may,
subject to other applicable provisions of law, these Amended
and Restated Articles of Incorporation and the By-Laws, take or
authorize such action upon the concurrence of a majority of the
aggregate number of the votes entitled to be cast thereon;
provided, that this provision shall not affect any requirement
of the 1940 Act or the Rules and Regulations of the Securities
and Exchange Commission thereunder, for any vote to be taken by
the concurrence of a greater proportion of the votes entitled
to be cast or for any matter to be authorized by the separate
vote of a particular class or series of shares.
ARTICLE IX
Pre-Emptive Rights
No holder of the capital stock of the Corporation or of
any other class of stock or securities of the Corporation,
whether now or hereafter authorized, shall be entitled as such,
as a matter of pre-emptive right, to subscribe for or purchase
any part of any new or additional issue of stock of any class,
or of rights or options to purchase any stock, or of securities
convertible into, or carrying rights or options to purchase,
stock of any class, whether now of hereafter authorized or
whether issued for money, for a consideration other than money,
or by way of a dividend or otherwise, and all such rights are
hereby waived by each holder of capital stock and of any other
class of stock or securities of the Corporation, whether now or
hereafter authorized.
ARTICLE X
Reservation of Right to Amend
The Corporation reserves the right from time-to-time to
make any amendment of its charter, now or hereafter authorized
by law, including any amendment which alters the terms or
contract rights, as expressly set forth in its charter, of any
outstanding stock by classification, reclassification, or
otherwise, and all rights herein conferred upon stockholders
are granted subject to such reservation.
IN WITNESS WHEREOF, Dresdner RCM Europe Fund Inc., has caused
these presents to be signed in its name and on its behalf by
its Vice President and witnessed by its Secretary on April 27,
1999, who swear under penalty of perjury to the best of their
knowledge, information and belief, that the matters and facts
set forth in these Amended and Restated Articles of
Incorporation are true in all material respects.
DRESDNER RCM
EUROPE FUND INC.
By: /s/Barbel Lenz, Vice President
WITNESS:
/s/Robert J. Goldstein, Secretary
Sub-Item 77Q1(a)
A-1
A-1
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into this 3rd day of May, 1999
by and between Dresdner RCM Investment Funds Inc. (the
Company), on behalf of Dresdner RCM Europe 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 Companys 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 Funds prospectus as in use from
time-to-time, as well as to the factors affecting the Companys
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 Managers 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;
(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 Funds Prospectus and
Statement of Additional Information; and
(vii) to take such other action, or to
direct the Funds 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
Managers 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
Managers 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 Managers
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 Managers 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 Managers clients,
subject to the provisions of the Investment Managers 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 Managers overhead in connection with its duties
under this Agreement. The Investment Manager also will pay all
fees and salaries of the Companys directors and officers who
are affiliated persons (as such term is defined in the 1940
Act) 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 Funds 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 Funds 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; expenses of calculating and publishing the net
asset value of the Funds 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 Funds 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 Funds 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 Funds 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 Funds 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.
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 January 26, 2001. 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 1940 Act) 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 1940 Act) 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
1940 Act) 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
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 Companys 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
By:/s/Susan C. Gause
ATTEST:
By:/s/Robert J. Goldstein
DRESDNER RCM INVESTMENT
FUNDS INC. ON BEHALF OF
DRESDNER RCM EUROPE FUND
By:/s/George A. Rio
ATTEST:
By:/s/Karen Jacoppo-Wood
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN DRESDNER RCM GLOBAL INVESTORS LLC AND DRESDNER RCM
INVESTMENT FUNDS INC.
SCHEDULE OF FEES
FOR DRESDNER RCM EUROPE FUND
Effective Date: May 3, 1999
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 1.00% of the value of the Funds average daily net
assets up to and including $100 million and 0.80% of the Funds
average daily net assets in excess of $100 million.
Value of Securities and Cash of Fund Fee
- ------------------------------------------- ----
Up to and including $100 million 1.00% annually
In excess of $100 million 0.80% annually
For three years beginning from the date that the Fund converts
to an open-end investment company, the Investment Manager shall
reimburse the Fund to the extent that the operating expenses of
the Fund (as hereinafter defined) exceed 1.60% of the average
daily net assets of the Fund. 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: May 3, 1999
DRESDNER RCM GLOBAL INVESTORS LLC
By: /s/Susan C. Gause
ATTEST:
By: /s/Robert J. Goldstein
DRESDNER RCM INVESTMENT
FUNDS INC. ON BEHALF OF
DRESDNER RCM EUROPE FUND
By: /s/George A. Rio
ATTEST:
By: /s/Karen Jacoppo-Wood
Sub-Item 77Q1(e)
B-1
Pursuant to shareholder approval
received on January 26, 1999, The Emerging
Germany Fund Inc. (the Fund) converted from a
closed-end investment company to an open-end
investment company. On the date of
conversion, May 3, 1999, all of the existing
assets of the Fund became assets of a series
of Dresdner RCM Investment Funds Inc. and all
of the Funds outstanding shares at the time
of conversion to an open-end investment
company became shares of a series of Dresdner
RCM Investment Funds Inc. known as the
Dresdner RCM Europe Fund.
Upon conversion, the Fund offered two
classes of shares: Class N and Class I. All
shares of the Fund automatically became Class
N shares upon conversion. Class N shares are
the Funds non-institutional class and are
offered to all investors. Class I is the
Funds institutional class and is initially
available to investors who invest $250,000 or
more in the Fund. Class I shares are subject
to Rule 12b-1 fees for distribution services
provided to the Fund. Class N shareholders
are able to exchange their Class N shares for
Class I shares of the Fund, provided they
meet the minimum investment requirements for
Class I shares.
The Funds Investment Manager has
contractually agreed until at least December
31, 1999, to pay each quarter the amount, if
any, by which the ordinary operating expenses
for the quarter (except interest, taxes, and
extraordinary expenses) exceed the annualized
rate of 1.50% for Class I and 1.75% for Class
N. The minimum amount for initial
investments is $5,000 for Class N shares
($250 for additional investments) and
$250,000 for the Class I shares ($50,000 for
additional investments).
Sub-Item 77I(b)
ATT5.DOC Page 1 08/27/99
THE EMERGING GERMANY FUND INC. STOCKHOLDER MEETINGS
RESULTS (UNAUDITED)
An annual meeting of Stockholders of The Emerging
Germany Fund Inc. (the Fund) was held on Tuesday,
January 26, 1999 (the Meeting). The number of shares
issued, outstanding and eligible to vote as of
December 4, 1998 was 14,008,334.
The matters voted upon by stockholders and the
resulting votes for each matter are presented below:
1. Proposal No. 1(a). Expanding the Funds investment
objective from a predominantly German Investment
Portfolio to a broader European Investment
Portfolio.
For: 11,199,176 Against: 101,134 Abstain: 24,062
2. Proposal No. 1(b). Amending the Funds Articles of
Incorporation to change the Funds name from The
Emerging Germany Fund Inc. to Dresdner RCM Europe
Fund Inc.
For: 10,373,621 Against: 603,366 Abstain: 42,583
3. Proposal No. 2(a). Changing the Funds 1940 Act
subclassification from a closed-end investment
company to an open- end investment company and
amending and restating the Funds Articles of
Incorporation.
For: 11,134,179 Against: 140,467 Abstain: 25,924
4. Proposal No. 2(b). Modification and elimination of
certain of the Funds fundamental investment
restrictions upon conversion of the Fund to an
open-end investment company.
For: 11,089,058 Against: 132,004 Abstain: 79,507
5. Proposal No. 2(c). Approval of the proposed
investment management agreement between the Fund
and Dresdner RCM Global Investors LLC upon the
conversion of the Fund to an open-end investment
company.
For: 10,240,535 Against: 669,500 Abstain: 109,533
6. Proposal No. 2(d). Approval of a Rule 12b-1
distribution plan upon conversion of the Fund to
an open-end investment company.
For: 10,426,399 Against: 476,952 Abstain: 397,218
7. Proposal No. 3. Election of directors.
For
Withheld
Robert J. Birnbaum
10,920,285
723,680
Carroll Brown
10,654,962
713,603
Theodore J. Coburn
10,652,013
716,552
George N. Fugelsang
10,651,275
717,920
Ronald G. Olin
953,201
244,400
Ralph W. Bradshaw
953,201
244,400
Gary A. Bentz
993,500
204,101
William A. Clark
677,801
244,400
Messrs. James E. Dowd, Alfred W. Fiore, Siegfried A.
Kessler, Rolf Passow, Gottfried W. Perbix and Jacob
Saliba continue in office as directors.
8. Proposal No. 4. Selection of
PricewaterhouseCoopers LLP as independent
accountants of the Fund for fiscal year ending
December 31, 1999.
For: 11,975,798 Against: 50,732 Abstain: 539,636
9. Proposal No. 5. Stockholder proposal seeking
termination of the investment management agreement
between Dresdner RCM Global Investors LLC and the
Fund.
For: 1,270,997 Against: 9,430,690 Abstain: 315,880
10. Proposal No. 6(a). Floor proposal seeking
resignation of Class II and Class III directors.
For: 1,190,801 Against: 9,435,097 Abstain: 6,000
11. Proposal No. 6(b). Floor proposal seeking a tender
offer at full net asset value for Fund shares.
For: 480,301 Against: 9,679,497 Abstain: 0
12. Proposal No. 6(d). Floor proposal requesting an
independent study to determine if the Fund should
seek reimbursement from any person(s) for legal
and other expenses incurred in the cancellation of
the 1998 annual meeting of stockholders and
related litigation.
For: 204,901 Against: 9,679,497 Abstain: 275,400
13. Proposal No. 6(e). Floor proposal seeking repeal
of Section 14 of the Funds By-laws.
For: 480,301 Against: 9,435,097 Abstain: 0
14. Proposal No. 7. Floor proposal seeking
reimbursement from Dresdner RCM Global Investors
LLC and other parties for legal and other expenses
incurred by the Fund with respect to litigation
which delayed the annual stockholders meeting.
For: 946,401 Against: 9,679,497 Abstain: 6,000
2
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