-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LR3prBseYvRJQrcRSZmWF9z3aFWB/ZaxOqPUMvl4kCr4JVt+dLKZzaQ0XpbE4h3E AhzoDYGrAeC8UMLsbH6wHA== 0000939377-99-000020.txt : 19990831 0000939377-99-000020.hdr.sgml : 19990831 ACCESSION NUMBER: 0000939377-99-000020 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESDNER RCM INVESTMENT FUNDS INC CENTRAL INDEX KEY: 0000860127 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133560296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: SEC FILE NUMBER: 811-06038 FILM NUMBER: 99701827 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: EMERGING GERMANY FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DRESDNER EMERGING GERMANY FUND INC DATE OF NAME CHANGE: 19900306 NSAR-A 1 PAGE 1 000 A000000 06/30/1999 000 C000000 0000860127 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 DRESDNER RCM INVESTMENT FUNDS, INC. 001 B000000 811-6038 001 C000000 8007267240 002 A000000 FOUR EMBARCADERO CENTER 002 B000000 SAN FRANCISCO 002 C000000 CA 002 D010000 94111 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 1 007 C010100 1 007 C020100 DRESDNER RCM EUROPE FUND 007 C030100 N 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A00AA01 DRESDNER RCM GLOBAL 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A000401 DELETE 010 A000501 DELETE SIGNATURE MICHAEL RILEY TITLE ASSISTANT SECRETARY EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
6 0000860127 DRESDNER RCM EUROPE FUND 6-MOS DEC-31-1999 JUN-30-1999 44283629 50285256 469915 1289898 0 52045069 14513 0 1470784 1485297 0 17087121 3992985 14008334 (3182773) 0 30662961 0 5992463 50559772 724466 65320 0 1017357 (227571) 30697896 (39178014) (8707689) 0 (336200) (6808050) 0 15225 (10030574) 0 (140778294) (2619002) 6773115 (2619002) 0 680495 0 1062841 149393067 13.66 (0.17) (0.32) 0.00 (0.51) 0.00 12.66 2.17 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
EX-99 3 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 EX-99 4 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 EX-99 5 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 EX-99 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 EX-99 7 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 EX-99 8 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 EX-99 9 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 ATT6.DOC Page 1 08/27/99 -----END PRIVACY-ENHANCED MESSAGE-----