EXHIBIT F
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
RSI RETIREMENT TRUST
AND
DRESDNER RCM GLOBAL INVESTORS LLC
THIS AGREEMENT effective as of September 15, 2003
between RSI Retirement Trust (the "Trust") a retirement fund organized
and existing as a trust pursuant to a certain Agreement and
Declaration of Trust, as amended and restated August 1, 1990, and as
further amended from time to time (the "Agreement and Declaration of
Trust"), and Dresdner RCM Global Investors LLC (the "Manager").
W I T N E S S E T H :
WHEREAS, the Trust, a trust organized and existing
pursuant to the aforementioned Agreement and Declaration of Trust,
provides benefits for the employees (and their beneficiaries) of
savings institutions, related organizations, other corporate entities
which have established plans of participation and individual
retirement accounts ("Unitholders") in the Trust;
WHEREAS, the Trust is an investment company
registered under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, the Trustees of the Trust ("Trustees") are
vested with authority for the management and control of the assets of
the Trust in accordance with the provisions of the Agreement and
Declaration of Trust and in furtherance of such authority are vested
with the power to designate an investment manager or managers (as
defined in the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) to manage (including the power to acquire and
dispose of) the assets of any of the Investment Funds (as defined in
the Agreement and Declaration of Trust) of the Trust;
NOW, THEREFORE, the Trust hereby agrees with the
Manager as follows:
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1. Appointment of the Manager
A. The Trust hereby designates, appoints, engages
and retains the Manager as investment manager of the assets comprising
the Investment Fund of the Trust referred to on Schedule A hereto
("Investment Fund"). The portion thereof to be managed by the Manager
("Account") shall be designated by the Trust.
B. The Trust represents and warrants that it has the
authority to enter into this Investment Management Agreement with the
Manager pursuant to a vote, cast at a meeting called for the purpose
of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Agreement or interested persons of any
such party and the provisions of Rule 15a-4 under the Act.
Continuation of this Agreement for a period after January 23, 2004
requires a vote of the majority of the outstanding shares (as defined
in the Act) of the Investment Fund.
C. The Manager hereby accepts appointment to manage
the assets of the Account. The Manager hereby represents and warrants
that it is a qualified investment manager, as defined in Section 3(38)
of ERISA, without regard to subpart (c) of said Section. The Manager
agrees that although it may not be subject to the provisions of Title
I of ERISA in carrying out its duties and responsibilities under this
Agreement, it shall act in accordance with the requirements of Part 4
of ERISA as applicable to fiduciaries as defined under ERISA.
Notwithstanding anything contained herein to the contrary, references
to ERISA in this Agreement shall be deemed to contemplate all judicial
or administrative interpretations and all statutory and administrative
exemptions which would be applicable in the circumstances and to the
parties in question were this Agreement subject to ERISA.
D. The term of this Agreement shall commence on the
date hereof and shall remain in full force and effect for a period of
150 days, and, provided that approval by a vote of the majority of the
outstanding shares (as defined in the Act) of the Investment Fund is
obtained within such 150 day period, shall continue thereafter for a
period of more than two years from the date hereof and thereafter from
year to year provided that such continuance is specifically approved
in the manner required by the Act.
E. In the event the Trust engages an investment
adviser to act as adviser to the Investment Fund, then the Manager
shall be deemed to be acting as a sub-adviser under this Agreement and
the investment adviser shall perform supervisory services pertaining
to the ongoing oversight and management of said Manager deemed to be
acting as a sub-adviser ("Sub-Adviser"). Supervisory services by the
investment manager under its adviser agreement with the Trust shall
include supervising compliance by the Sub-Adviser with the Act;
monitoring and reviewing the performance of the Sub-Adviser; analyzing
the composition of the Sub-Adviser's portfolio; preparing reports
relating to such supervisory activities for the Trustees; recommending
increasing or decreasing the amount of assets in the Account;
recommending the continuation and replacement of the Sub-Adviser; and,
at the request of the Trustees, conducting searches for a replacement
for the sub-adviser.
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2. Assets of the Account
The Trust shall certify or cause to be certified to
the Manager the assets comprising the Account as of the commencement
of the term of this Agreement. The Trust may add to the Account assets
acceptable to the Manager or withdraw assets from the Account at any
time or from time to time by notification to the Manager. The Account
shall consist of the assets certified to the Manager as aforesaid, or
any assets into which the same may be converted from time to time,
together with any income therefrom or any other increment thereon and
assets as aforesaid, less assets withdrawn as aforesaid. Nothing
contained in this Agreement shall be deemed to authorize the Manager
to act as the Account's custodian, or take or receive physical
possession of any assets comprising the Account.
3. Investment Powers
A. Subject to the provisions of paragraph B. of this Section
3, the Manager shall have exclusive authority and discretion, subject to and
consistent with the investment objectives and policies of the Investment Fund as
set forth in the current Prospectus of the Trust delivered to the Manager
("Prospectus") and as specified in writing from time to time by the Trust and
accepted by the Manager, to manage (including the power to acquire and dispose
of) the assets of the Account, and, without limiting the generality of the
foregoing, to direct the Trustees in the exercise of the powers relating to the
Account which are specified in the Agreement and Declaration of Trust as subject
to such direction.
B. Notwithstanding the provisions of paragraph A. of this
Section 3, it is understood and agreed that an investment manager other than the
Manager may lend securities from the Account and may invest assets of the
Account on a temporary basis pending permanent investment or distribution, and,
to the extent not inconsistent with ERISA, the Manager shall have no liability
or responsibility with respect to the exercise of such authority by such other
investment manager; provided, however, that the Manager shall coordinate the
exercise of its authority hereunder which may be affected by the exercise of
such authority by the other investment manager in such manner appropriate to the
exercise of its authority as shall be agreed upon by the Manager and such other
investment manager. The Trust will advise the Manager of any arrangement with
respect to any proposed lending of securities from the Account.
C. The Manager shall consult with the Trust at such times as
the Trustees shall reasonably request with respect to the overall investment
policy of the Account.
4. Standard of Care
A. The Manager shall invest the assets of the Account in the
manner provided herein and shall have no duty or responsibility with respect to
the diversification of the assets of the Trust, except with respect to the
diversification of the assets of the Account as contemplated by the Prospectus.
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B. Except as provided in ERISA, the Manager will be under no
liability or obligation to anyone with respect to any failure on the part of the
Trust or any other investment manager to perform any of their obligations under
any agreement affecting the Account or under the terms of this Agreement or for
any error or omission whatsoever on the part of the Trust or any other
investment manager.
C. The Manager shall not be liable for the making, retention
or sale of any investment or reinvestment made by it as herein provided, nor for
any loss to or diminution of the value of the property of the Account; provided,
however, that the Manager has acted in the premises with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
man acting in like capacity and familiar with such matters would use in the
conduct of any enterprise of a like character and with like aims and in
accordance with such other requirements of ERISA as applicable generally to
fiduciaries under ERISA; provided, further, however, that nothing in this
Agreement shall protect the Manager against any liability to the Trust or
Unitholders to which the Manager would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties hereunder
or by reason of its reckless disregard of its obligations and duties hereunder.
Nothing herein shall be construed to waive any liability that the Manager has
under federal or state securities laws or any other applicable laws which cannot
be waived.
D. The Manager may not consult with any other manager or
sub-adviser of the Investment Fund, including any other manager or sub-adviser
that is a principal underwriter or an affiliated person of a principal
underwriter, concerning transactions of the Investment Fund in securities or
other assets. Notwithstanding the terms of the this paragraph 4.D., the Manager
may consult at all times with any investment adviser engaged by the Trust to act
as adviser pursuant to Section 1.E. above.
5. General Provisions
A. Compensation for the services of the Manager will be as set
forth in Schedule A hereto.
B. With respect to securities in the Account, the Manager
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers as the Manager shall deem appropriate
to carry out the policy with respect to brokerage as set forth in the Prospectus
or as the Manager may direct from time to time. The Manager shall not be
responsible for any acts or omissions by any such broker or brokers, or any
third party not owned by the Manager, provided that the Manager is not negligent
in the selection of such broker or brokers, or third parties. The Manager is
hereby authorized to combine orders on behalf of the Account with orders on
behalf of other clients of the Manager. It is understood that it is desirable
for the Trust that the Manager have access to supplemental research and security
and economic analysis and statistical services and information with respect to
the availability of securities or purchasers or sellers of securities provided
by brokers and of use to the Trust although such access may require the
allocation of brokerage business to brokers who execute transactions at a higher
cost to the Trust than other brokers who provide only execution of portfolio
transactions. Therefore, the Manager is authorized to place orders for the
purchase and sale of securities with such brokers, subject to review by the
Trust from time to time with respect to the extent and
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continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Manager in connection with its services to
other clients.
C. This Agreement shall automatically terminate in the event
of its "assignment" (as that term is defined in the Act).
D. This Agreement may be terminated, without the payment of
any penalty, by either party hereto on not more than sixty (60) days' nor less
than thirty (30) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; any such termination on behalf of the Trust
to be pursuant to a vote of the Trustees or by a vote of a majority of the
outstanding voting securities of the Trust.
E. The Manager may rely on the authenticity, truth and
accuracy of, and will be fully protected in acting upon:
(a) Any notice, direction, certification,
approval or other writing of the Trust, if
evidenced by an instrument signed by the
President, a Vice President, the Treasurer
or the Assistant Treasurer of the Trust;
(b) Any copy of a resolution of the Trustees,
if certified by the Secretary of the Trust;
(c) Any notification or information provided by
the custodian of the assets in the Account,
if evidenced by an instrument signed by an
officer of the custodian; or
(d) Any oral notice or instruction reasonably
believed to be genuine and to be given by
the Trust or its authorized delegate or by
the custodian or any other investment
manager.
F. The Manager may rely on, and will be fully protected
with respect to any action taken or omitted in
reliance on, any information, statement or
certificate delivered to the Manager by the Trust
with respect to any matter concerning the Trust and
the operation and administration of the Account. The
Manager is expressly authorized to consult with the
Trust with respect to any matters arising in the
administration of the Account and to act on the
advice of the Trust, provided nothing herein shall
limit the full responsibility of the Manager for the
management of the assets of the Account as provided
herein.
G. Communications from the Manager to the Trust shall be
addressed to:
RSI Retirement Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - 18th floor
New York, New York 10017-5201
Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Counsel and Secretary
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Communications to the Manager from the Trust shall be addressed to the
address set forth in Schedule A hereto. In the event of a change of
address, communications shall be addressed to such new address as
designated in a written notice from the Manager or the Trust, as the
case may be. All communications addressed in the above manner and by
ordinary mail, overnight courier, registered mail or delivered by hand
shall be sufficient under this Agreement.
H. Unless the Trust instructs the Manager otherwise
in writing, the Manager will vote proxies for securities held in the
Account in accordance with the Manager's written policies for proxy
voting. The Trust agrees to instruct the custodian to forward to the
Manager copies of all proxies and shareholder communications relating
to securities held in the Account. The Trust agrees that the Manager
will not be liable for failing to vote any proxies where it has not
received such proxies or related shareholder communications on a
timely basis. The Manager will not be responsible for taking any
action or rendering any advice with respect to any legal proceedings
or bankruptcies involving the issuers of securities held in the
Account.
I. The Trust acknowledges (i) receipt of the written
disclosure statement required by Rule 204-3 of the Investment Advisers
Act of 1940 at least 48 hours before execution of this Agreement; (ii)
that services provided hereunder by Manager shall not be deemed
exclusive and that Manager shall be free to render similar services to
others; and (iii) that Manager may give advice and take action in the
performance of duties to others which may differ from the advice
given, or the timing and nature of the action taken, with respect to
the Trust's Account.
J. All agreements hereunder will be governed by the
laws of the State of New York, without reference to such State's
conflict of law rules.
K. No term or provision of this Agreement may be
amended, modified or waived without the affirmative vote or action by
the written agreement of the Trust and the Manager and in accordance
with the Act.
L. All information and advice furnished by either
party to the other shall be treated as confidential and shall not be
disclosed to third parties unless requested by a regulatory agency or
otherwise as required by law. However, the Manager is authorized to
include the name of the Trust on a list that may be used in connection
with the Manager's marketing practices.
[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Trust and the Manager have
executed this Agreement, effective as of the date of this Agreement
first set forth above.
DRESDNER RCM GLOBAL INVESTORS LLC
By:
-------------------------------------
Title:
----------------------------------
RSI RETIREMENT TRUST
By:
-------------------------------------
Title: Executive Vice President,
Counsel and Secretary
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SCHEDULE A
RSI RETIREMENT TRUST
INVESTMENT MANAGEMENT AGREEMENT
Name of Manager: DRESDNER RCM GLOBAL INVESTORS LLC
Address: Four ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇ ▇▇▇▇
Investment Fund: Core Equity Fund
Compensation Terms:
Terms used herein shall have the meaning used in the Investment Management
Agreement between the Trust and the Manager ("Agreement"). The Trust agrees to
pay to the Manager, as full compensation and reimbursement for the services to
be rendered pursuant to the Agreement and any expenses incurred in connection
therewith, a fee at the end of each fiscal quarter of the Trust, computed by
applying the following rate to the Account:
Effective September 15, 2003, 0.40% of the first $100
million of assets, 0.25% of the next $300 million of
assets, 0.20% of the next $600 million of assets and
0.15% of assets over $1 billion.
Billing is done for each quarter on the basis of services performed during that
particular quarter. The quarterly fee is calculated on the basis of the average
of the asset value as of the last day of each month of each calendar quarter,
equal to one-fourth of the annual rate.
If the Agreement commences on a date other than on the beginning of any such
quarterly period, or terminates on a date other than the end of any such
quarterly period, the fee payable hereunder shall be proportionately reduced
according to the number of days during such period services were rendered by the
Manager.
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IN WITNESS WHEREOF, the parties to the Agreement, effective as of September 15,
2003, have executed this Schedule A, effective as of the same dates.
DRESDNER RCM GLOBAL INVESTORS LLC
By:
-----------------------------------
Title:
--------------------------------
RSI RETIREMENT TRUST
By:
-----------------------------------
Title: Executive Vice President,
Counsel and Secretary
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