Goldman Sachs Trust Retail Service Agreement — TPA Assistance Version Date Service Organization Address RE: Goldman Sachs Trust (the “Trust”)Retail Service Agreement Ladies and Gentlemen:
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Xxxxxxx Xxxxx Trust Retail Service Agreement — TPA Assistance Version
Date
Service Organization
Address
Address
Ladies and Gentlemen:
The undersigned, Xxxxxxx, Xxxxx & Co. (“Xxxxxxx Xxxxx”), 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
is the principal distributor of the shares of beneficial interest of the Trust. Xxxxxxx Xxxxx
Asset Management, a separate operating division of Xxxxxxx Xxxxx, or an affiliate thereof, acts as
an investment adviser to the Trust, which is an open-end management investment company that
includes the Xxxxxxx Xxxxx Asset Allocation Portfolios, Xxxxxxx Xxxxx Fixed Income Funds, Xxxxxxx
Xxxxx Domestic Equity Funds and Xxxxxxx Xxxxx International Equity Funds (such Funds now or
hereafter offered by the Trust are individually referred to herein as a “Fund” and, collectively,
as the “Funds”). Shares or units of beneficial interest (the “Shares”) of each Fund are divided
into separate classes. This Agreement relates to Class A Shares of the Funds.
You are a financial institution or other service provider (the “Service Organization”) whose
customers include employee benefit plans that purchase, hold, exchange and redeem Shares of the
Funds (the “Customers”). Certain recordkeeping, reporting and processing services are provided by
a third party administrator (“TPA”) in connection with the Customers’ investments. You are willing
to perform, and Xxxxxxx Xxxxx wishes to compensate you for performing, support services with
respect to the Customers, including assisting the TPA in the performance of its services (the
“Services”). Accordingly, the Service Organization and Xxxxxxx Xxxxx agree as follows:
(a). | (i) | That it is an investment adviser as defined under Section 202(a)(11) of the Investment Advisers Act of 1940 (the “Advisers Act”); it is registered and in good standing, and will during the term of this Agreement remain in good standing, as an investment adviser with the United States Securities and Exchange Commission (the “Commission”) or with the securities commission of any state, territory or possession of the United States and is in full compliance with the rules, regulations and policies of the aforesaid commissions, particularly those rules, regulations and policies governing capital requirements, financial reporting, bonding, fiduciary standards and supervisory concerns; and its entering into and performing its obligations under this Agreement does not and will not violate any laws, rules or regulations (including Rule 206(4)-2 under the Advisers Act and rules or regulations of any self-regulatory organization); or |
(ii) | That it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); that it is registered and in good standing, and will during the term of this Agreement remain in good standing (A) as a broker-dealer with the Commission pursuant to Section 15 of the Exchange Act and with the securities commission of any state, territory or possession of the United States and (B) as a member of the National Association of Securities Dealers, Inc. (the “NASD”) and/or any stock exchange or other self- |
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regulatory organization in which the Service Organization’s membership is necessary for the conduct of its business under this Agreement, and is in full compliance with the rules, regulations and policies of the aforesaid commissions and organizations, particularly those rules, regulations and policies governing capital requirements, financial reporting, bonding, fiduciary standards and supervisory concerns; and its entering into and performing its obligations under this Agreement does not and will not violate any laws, rules or regulations (including the net capital and customer protection rules of the Commission and the rules or regulations of the NASD or any self-regulatory organization or any so-called “restriction” letter with the NASD); or | |||
(iii) | That it is a depository institution (A) organized, chartered or holding an authorization certificate under the laws of a state or of the United States, which authorizes the Service Organization to receive deposits, including a savings, share, certificate or deposit account, and which is regulated, supervised and examined for the protection of depositors by an official or agency of a state or the United States and is insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, or (B) is a trust company or other institution that is authorized by federal or state law to exercise fiduciary powers of a type a national bank is permitted to exercise under the authority of the United States Office of the Comptroller of the Currency, and is regulated, supervised and examined by an official or agency of a state or the United States; and its entering into and performing its obligations under this Agreement does not and will not violate any laws, rules or regulations or require its registration as a broker or dealer under federal or state law. |
(b). That it is a corporation, association or partnership duly organized, validly existing,
and in good standing under the laws of the state of its organization;
(c). | That entering into and performing its obligations under this Agreement does not and will not violate (i) its charter or by-laws; or (ii) any agreements to which it is a party; | ||
(d). | If the Service Organization is a depository institution or broker or dealer, in processing Customer orders to purchase, redeem and exchange Shares, (i) it shall act solely for the account of its Customer; (ii) the Customer will have full beneficial ownership of any Shares purchased upon its authorization order; and (iii) under no circumstances will any transactions be for the account of the Service Organization. Under no circumstances will the Service Organization make any oral or written representations to the contrary; | ||
(e). | With respect to the purchase, redemption or exchange of Fund Shares for Customer accounts with respect to which the Service Organization is a fiduciary under state or federal trust or comparable fiduciary requirements, or, in the case of any such accounts which are subject to the Employee Retirement Income Security Act of 1974, as amended, the Service Organization is a fiduciary or party in interest, the Service Organization represents that the purchase, redemption or exchange of such Shares, and the Service Organization’s receipt of the relevant fee described in Section 3 hereof, is permissible under all such applicable requirements and complies with any restrictions, limitations or procedures under such requirements; | ||
(f). | It will keep confidential any information acquired as a result of this Agreement regarding the business and affairs of the Trust and Xxxxxxx, Xxxxx & Co., which requirement shall survive the term of this Agreement; and | ||
(g). | It will not, without written consent of the Trust in each instance, use in advertising, publicity, administering and servicing the Funds or otherwise the name of the Trust, Xxxxxxx, Xxxxx & Co., or any of their affiliates nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof (the “Mark”) of the Trust, Xxxxxxx, Xxxxx & Co. or their affiliates. Service Organization acknowledges that Xxxxxxx Xxxxx owns all right, title and interest in and to the Mark and the registration thereof. Upon termination of this Agreement, the |
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Service Organization or its successor, (to the extent and as soon as it lawfully can), will cease the use of the Mark. |
11. Applicable Law. If any provision of this Agreement shall be held or made invalid by a
decision in a judicial or administrative proceeding, statute, rule or otherwise, the enforceability
of the remainder of this Agreement will not be impaired thereby. This Agreement shall be governed
by the laws of the State of New York and shall be binding upon and inure to the benefit of the
parties hereto and their respective successors.
Very truly yours, | ||||
XXXXXXX, XXXXX & CO. | ||||
By: | ||||
[Authorized Officer] |
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Accepted and agreed to as of the date first above written:
SERVICE ORGANIZATION
By: |
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[Authorized Officer] |
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