EXHIBIT 9.d.
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RETIREMENT SYSTEM CONSULTANTS INC.
RSI RETIREMENT TRUST
AMENDED AND RESTATED
SERVICE AGREEMENT
JANUARY 1, 1999
SERVICE AGREEMENT, dated as of the 1st day of January, 1999, between
RETIREMENT SYSTEM CONSULTANTS INC., a Delaware corporation (the "Servicer"), and
RSI RETIREMENT TRUST, a New York common law trust (the "Trust").
W I T N E S S E T H :
WHEREAS, the Trust is an investment trust exempt from taxation under
Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
which has been designed to effectuate pension of profit-sharing plans which are
qualified under Section 401(a) of the Code and Individual Retirement Accounts
("IRA's") and
WHEREAS, such pension and profit-sharing plans and IRA's are eligible
to invest their assets in the Trust, and to become unitholders of the Trust (the
"Plans"); and
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Board of Trustees of the Trust (the "Trustees") have, on
December 3, 1998, approved the execution and adoption of this Agreement by the
Trust, as an amendment and restatement of a service agreement entered into as of
August 1, 1993; and
WHEREAS, as part of a 1990 reorganization of the Trust, certain
general administrative services, transfer agent and registrar services and
services relating to the Plans, including various services with respect to the
Employee Retirement Income Security Act of
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1974, as amended ("ERISA"), were "externalized" and performed by the Servicer on
behalf of the Trust; and
WHEREAS, the Trust, in order to ensure the continuity of
administration of the Trust, and for certain other reasons, wishes to have the
Servicer continue to perform such general administrative, transfer agent and
registrar and Plan-related services for the Trust and to act in such capacity in
the manner set forth in this Agreement, and the Servicer is willing to act in
such capacity in accordance with the provisions of this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree and promise as follows:
1. SERVICES TO BE PROVIDED.
In consideration of the compensation to be paid by the Trust to the
Servicer pursuant to Section 4 of this Agreement, the Servicer will:
a. Manage, supervise and conduct the affairs and business of the
Trust and matters incidental thereto. In the performance of its
duties, the Servicer will comply with the Trust's Agreement and
Declaration of Trust, dated as of October 22, 1940, as amended
(the "Trust Agreement"), its Rules and Procedures, its Statement
of Investment Objectives and Guidelines and its Prospectus, as
the same may be amended from time to time, all as delivered to
the Servicer (collectively, the "Controlling Documents"). The
Servicer will also use its best efforts to safeguard and promote
the welfare of the Trust and to comply with other policies which
the Trustees may from time to time specify. The Servicer will
furnish or provide to the Trust such office space equipment and
personnel, and such clerical and back office services, as the
Trust may reasonably require in the conduct of its affairs
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and business, including, without limitation, the general
administrative services described on Schedule I attached hereto.
b. Provide the Trust with all required stock transfer agent and
registrar services, including, without limitation, those services
described on Schedule II attached hereto. The Servicer will
maintain sufficient trained personnel and equipment and supplies
to perform such services in conformity with the Controlling
Documents and such other reasonable standards of performance as
the Trust may from time to time specify, and otherwise in an
accurate, timely and efficient manner.
c. Provide the Trust with Plan-related services, including, without
limitation, those services described on Schedule III attached
hereto, in order to enable the Trustees to fulfill their duties
as trustee/administrator of each of the Plans established under
the Trust Agreement.
2. OBLIGATIONS OF THE TRUST.
The Trust will have the following obligations under this Agreement:
a. To keep the Servicer continuously and fully informed as to the
composition of the Trust's investment portfolio and the nature of
all of the Trust's assets and liabilities, and to cause the
investment managers of the Trust's funds to cooperate with the
Servicer in all matters so as to enable the Servicer to perform
its functions under this Agreement.
b. To furnish the Servicer with any materials of information which
the Servicer may reasonably request to enable it to perform its
functions under this Agreement.
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3. PAYMENT OF FEES AND EXPENSES.
a. The Servicer will pay all of the fees and expenses incurred by it
in providing the Trust with the services and facilities described
in this Agreement, except as otherwise provided herein.
b. Notwithstanding any other provision of this Agreement, the Trust
will pay, or reimburse the Servicer for the payment of, the
following described fees and expenses incurred by or on behalf of
the Trust, including, without limitation, such fees and expenses
paid to Retirement System Investors Inc., whether or not billed
to the Trust, the Servicer or any related entity (hereinafter
called "Direct Expenses"):
(i) fees and expenses relating to investment advisory
services;
(ii) fees and expenses of custodians and depositories;
(iii) fees and expenses of outside legal counsel;
(iv) fees and expenses of independent auditors;
(v) fees and expenses of consultants;
(vi) interest charges;
(vii) all federal, state and local taxes (including, without
limitation, stamp, excise, income and franchise taxes);
(viii) costs of stock certificates and other expenses of issuing
and redeeming units;
(ix) costs incidental to unitholder meetings;
(x) fees and expenses of registering or qualifying units for
sale under federal and state securities laws;
(xi) costs (including postage) of printing and mailing
prospectuses, proxy statements and other reports and
notices to the Plans and to governmental agencies;
(xii) premiums on all insurance and bonds;
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(xiii) fees and expenses of the Trustees and expenses incidental
to the meetings of the Trustees;
(xiv) fees and expenses relating to the distribution of units
in the Trust under the Act, whether such fees and
expenses are paid to Retirement System Distributors Inc.
pursuant to the Distribution Agreement, dated August 1,
1993, between Retirement System Distributors Inc. and the
Trust, or to any other party pursuant to any other
related agreement;
(xv) fees and expenses paid to any securities pricing
organization; and
(xvi) fees and expenses paid to any third party arising out of
any of the Plan-related services described on Schedule
III attached hereto.
4. COMPENSATION.
As consideration for the services provided hereunder, the Trust will pay
the Servicer a fee on the last day of each month in which this Agreement is
in effect, at the following annual rates based on the average daily net
assets (the "Assets") of each of the Trust's separately managed investment
portfolios for such month:
Net Assets of Each Separately Fee (% of Average
Managed Investment Fund Daily Net Assets)
----------------------- -----------------
First $25 Million .60%
Next $25 Million .50%
Next $25 Million .40%
Over $75 Million .30%
In the event that this Agreement terminates on a date other than the end of
any calendar month, the fees payable hereunder by the Trust shall be
proportionately reduced according to the number of days during such month
that services were not rendered hereunder by the Servicer.
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5. REPORTS TO THE TRUSTEES.
The Servicer will consult with the Trustees at such times as the Trustees
reasonably request with respect to the services provided hereunder, and the
Servicer will cause its officers to attend such meetings with the Trustees,
and to furnish such oral or written reports to the Trustees, as the
Trustees may reasonably request.
6. TERM OF AGREEMENT.
This Agreement is effective on the date hereof. This Agreement will remain
in full force and effect through December 31, 2000, unless terminated
earlier in accordance with its terms, and thereafter from year to year,
provided: (a) that such continuance is approved by (i) either a vote of
the majority of the Trustees, or a vote of a "majority of the outstanding
voting securities" (as defined in the Act) of the Trust and (ii) a majority
of the Trustees who are not "interested persons" (as defined in the Act);
and (b) the following findings are made by a majority of the Trustees who
are not "interested persons" (as defined in the Act): (i) that this
Agreement is in the best interests of the Trust and the Plans; (ii) that
the services to be performed pursuant to this Agreement are services
required for the operation of the Trust; (iii) that the Servicer can
provide services the nature and quality of which are at least equal to
those provided by others offering the same or similar services; and (iv)
that the fees for such services are fair and reasonable in light of the
usual and customary charges made by others for services of the same nature
and quality.
7. TERMINATION.
a. 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 to the other party. Any termination
by the Trust will be
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pursuant to a vote of a majority of the Trustees, or by a vote of a
"majority of the outstanding voting securities" (as defined in the
Act) of the Trust.
b. This Agreement will automatically terminate in the event of its
"assignment" (as defined in the Act).
8. STANDARD OF CARE.
a. Except as provided in ERISA, the Servicer will be under no
liability or obligation to anyone with respect to any failure on
the part of the Trustees or any investment manager to perform any
of their obligations under the Controlling Documents, or for any
error or omission whatsoever on the part of the Trustees or any
investment manager.
b. The Servicer will not be liable for any error of judgment or
mistake of law or for any loss caused by the Trust in connection
with the matters to which this Agreement relates; PROVIDED,
however, that the Servicer 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 are
applicable generally to fiduciaries under ERISA; PROVIDED
further, however, that nothing in this Agreement will protect the
Servicer against any liability to the Trust to which the Servicer
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties
hereunder or by reason of its reckless disregard of its
obligations and duties hereunder.
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9. OTHER ACTIVITIES OF THE SERVICER.
Nothing herein contained will limit or restrict the right of the
Servicer to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.
10. NOTICES.
a. Communications to the Servicer from the Trust or the Trustees
shall be addressed to:
Retirement System Consultants Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
b. Communications from the Servicer to the Trust or the Trustees
shall be addressed to:
RSI Retirement Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
c. In the event of a change of address, communications will be
addressed to such new address as designated in a written notice
from the Trust or the Trustees or the Servicer, as the case may
be. All communications addressed in the above manner and by
certified mail or delivered by hand will be sufficient under this
Agreement.
11. LAW GOVERNING.
This Agreement is governed by the laws of the State of New York
(without reference to such State's conflict of law rules).
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12. COUNTERPARTS.
This Agreement may be executed in counterparts, both of which shall be
deemed an original, but which together shall constitute one and the
same instrument.
13. AMENDMENT, WAIVER, ETC.
No term or provision of this Agreement may be amended, modified or
waived without the affirmative vote or action by written consent of
the Servicer and the Trust effected in accordance with the Act and
Section 6. of this Agreement.
IN WITNESS WHEREOF, the Servicer and the Trust have executed this
Agreement, effective as of the date first written above.
RETIREMENT SYSTEM CONSULTANTS INC.
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
RSI RETIREMENT TRUST
By /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President and Trustee
NOTE: ANY AGREEMENT, OBLIGATION OR LIABILITY MADE, ENTERED INTO OR
INCURRED BY OR ON BEHALF OF RSI RETIREMENT TRUST BINDS ONLY THE
TRUST ESTATE, AND NO TRUST PARTICIPANT, TRUSTEE, OFFICER OR AGENT
THEREOF ASSUMES OR SHALL BE HELD TO ANY LIABILITY THEREFOR.
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SCHEDULE I
GENERAL ADMINISTRATIVE SERVICES
The Servicer agrees to provide the Trust with all required general
administrative services, including, without limitation, the following:
1. Office space, equipment and personnel.
2. Clerical and back office services.
3. Bookkeeping, internal accounting, secretarial and other general
administrative services.
4. Preparation of all reports, prospectuses, statements of
additional information, proxy statements and all other materials
required to be filed or furnished by the Trust under federal and
state securities laws.
5. Maintaining fund ledgers and determining net asset values.
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SCHEDULE II
TRANSFER AGENT AND REGISTRAR SERVICES
The Servicer agrees to provide the Trust with all required transfer agent
and registrar services, including, without limitation, the following:
1. Maintaining all unitholder accounts, including processing of new
accounts.
2. Posting address changes and other file maintenance for unitholder
accounts.
3. Posting all transactions to the unitholder file, including:
- Direct purchases
- Wire order purchases
- Direct redemptions
- Telephone redemptions
- Wire order redemptions
- Draft redemptions
- Direct exchanges
- Telephone exchanges
- Transfers
4. Quality control reviewing of every transaction before the mailing
of confirmations, checks and/or certificates to unitholders.
5. Issuing all checks and shipping and replacing lost checks.
6. Mailing confirmations, checks and/or certificates resulting from
transaction requests of unitholders.
7. Performing other mailings, including:
- Quarterly, semi-annual and annual reports
- 1099/year-end unitholder reporting
- Systematic withdrawal plan payments
- Daily confirmations
8. Answering all service-related telephone inquiries from
unitholders, including:
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- General and policy inquiries (research and resolve problems)
- Fund yield inquiries
- Taking unitholder processing requests and account
maintenance changes by telephone
- Submitting pending requests to correspondence
- Monitoring online statistical performance of units
- Developing reports on telephone activity
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SCHEDULE III
PLAN-RELATED SERVICES
The Servicer agrees to provide the Trust with certain Plan-related
services, including, without limitation, the following:
1. Maintaining tax-exempt status of the Trust.
2. Preparation of amendments to the Trust's Agreement and
Declaration of Trust and Rules and Procedures.
3. Consultation with the Trustees and ▇▇▇▇▇▇ Associates, or such
other consultants as may be retained by the Trustees, in
assisting the Trustees in setting risk categories for defined
benefit plans in the Trust.
4. Consultation with the Trustees and ▇▇▇▇▇▇ Associates, or such
other consultants as may be retained by the Trustees, in
assisting the Trustees in determining the asset allocation
guidelines between equities and fixed income obligations for
defined benefit plans in the Trust.
5. Consultation with the Trustees and ▇▇▇▇▇▇ Associates, or such
other consultants as may be retained by the Trustees, in
assisting the Trustees with respect to determining the guidelines
for allocation among the Trust's various equity funds and fixed
income funds in the Trust.
6. Consultation with the Trustees and ▇▇▇▇▇▇ Associates, or such
other consultants as may be retained by the Trustees, in
assisting the Trustees in determining which investment funds of
the Trust are suitable for investments made by defined
contribution plans.
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