EXHIBIT D
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
RETIREMENT SYSTEM INVESTORS INC.
AND
XXXXXXXXX XXXXXX MANAGEMENT INC.
THIS AGREEMENT effective as of _____________, 2003 between Retirement
System Investors Inc., a Delaware corporation (the "Manager"), and Xxxxxxxxx
Xxxxxx Management Inc., New York, New York (the "Sub-Adviser").
W I T N E S S E T H :
WHEREAS, RSI Retirement Trust ("Trust"), a trust organized and
existing pursuant to an Agreement and Declaration of Trust, made as of October
22, 1940, as amended from time to time ("Agreement and Declaration of Trust")
provides benefits for the employees (and their beneficiaries) of savings
institutions, related organizations and 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; and
WHEREAS, the Trust and the Manager have entered into an
Investment Management Agreement dated August 1, 1993 and amended and restated
May 1, 2000, pursuant
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to which the Manager may designate Sub-Advisers to perform certain investment
advisory functions under the supervision of the Manager and the Trustees; and
WHEREAS, the Manager wishes to appoint the Sub-Adviser to
manage a portion of the assets of an Investment Fund of the Trust, to act in
such capacity in the manner set forth in this Agreement, and the Sub-Adviser is
willing to act in such capacity in accordance with the provisions of this
Agreement;
NOW, THEREFORE, the Manager hereby agrees with the Sub-Adviser
as follows:
1. Appointment of the Sub-Adviser
A. The Manager hereby designates, appoints, engages and
retains the Sub-Adviser as investment manager of the assets comprising the
Investment Fund of the Trust referred to on Schedule A hereto ("Investment
Fund"), or such portion thereof as shall be designated by the Manager
("Account").
B. The Sub-Adviser hereby accepts appointment to manage the
assets of the Account. The Sub-Adviser 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 Sub-Adviser 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 ERISA Section 404 (29 U.S.C. 1104) as applicable to
fiduciaries as defined under ERISA. 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 only with
respect ERISA Section 404, in the circumstances and to the parties in question
were this Agreement subject to ERISA.
C. Notwithstanding any references to ERISA contained herein,
except those made with specific regard to ERISA Section 404, Sub-Adviser shall
at all times act in conformity with the Act and the rules and regulations
promulgated thereunder.
D. The term of this Agreement shall commence on the date
hereof and shall remain in full force and effect for a period of more than two
years from its initial effective date and thereafter from year to year provided
that such continuance is specifically approved in the manner required by the
Act.
E. Manager has received Part II of Sub-Adviser's Form ADV
(which contains important information concerning Sub-Adviser's services, charges
and brokerage placement activities).
F. Manager shall promptly deliver such information, papers and
documents required by Sub-Adviser or reasonably requested by Sub-Adviser in
connection with the performance of its duties under this Agreement.
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G. Manager understands and agrees that it shall be the sole
and exclusive responsibility of the Manager to ensure the Investment Fund's
compliance with the requirements of the Act and other relevant statutes, rules
and regulations, including, but not limited to, the Internal Revenue Code
requirements applicable to registered investment companies. Sub-Adviser
understands and agrees that, with respect to the Account, it shall be
responsible for following the investment guidelines and restrictions set forth
in the Prospectus and Statement of Additional Information of the Investment
Fund, and any other requirements specifically requested by the Manager.
2. Assets of the Account
The Manager shall certify or cause to be certified to the
Sub-Adviser the assets comprising the Account as of the commencement of the term
of this Agreement. The Manager may add to the Account assets acceptable to the
Sub-Adviser or withdraw assets from the Account at any time or from time to time
by notification to the Sub-Adviser. The Account shall consist of the assets
certified to the Sub-Adviser 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.
3. Investment Powers
A. Subject to the provisions of paragraph B of this Section 3,
the Sub-Adviser 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 Sub-Adviser
("Prospectus") and as specified in writing from time to time by the Trustees or
the Manager and accepted by the Sub-Adviser, 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
Sub-Adviser 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 Sub-Adviser shall have no
liability or responsibility with respect to the exercise of such authority by
such other investment manager; provided, however, that the Sub-Adviser 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
Sub-Adviser and such other investment manager. The Trustees will advise the
Manager, and the Manager will advise the Sub-Adviser in writing, of any
arrangement with respect to any proposed lending of securities from the Account.
C. The Sub-Adviser shall consult with the Manager or the
Trustees at such times as the Manager or the Trustees shall reasonably request
with respect to the overall investment policy of the Account.
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4. Standard of Care
A. The Sub-Adviser 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.
B. Except as provided in ERISA specifically with respect to
the standard of care owed by a fiduciary (as defined therein), the Sub-Adviser
will be under no liability or obligation to anyone with respect to any failure
on the part of the Manager 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
Manager or any other investment manager.
C. The Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser against any liability to the Manager,
the Trust or Unitholders to which the Sub-Adviser 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.
D. The Sub-Adviser may not consult with any other subadviser
of the Investment Fund, including any other subadviser that is a principal
underwriter or an affiliated person of a principal underwriter, concerning
transactions of the Investment Fund in securities or other assets.
5. General Provisions
A. Compensation for the services of the Sub-Adviser will be as
set forth in Schedule A hereto.
B. With respect to securities in the Account, the Sub-Adviser
shall purchase such securities from or through and sell such securities to or
through such persons, brokers or dealers as the Sub-Adviser shall deem
appropriate to carry out the policy with respect to brokerage as set forth in
the Prospectus or as the Manager or the Trustees of the Trust may direct from
time to time. It is understood that it is desirable for the Trust that the
Sub-Adviser 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 Sub-Adviser is
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authorized to place orders for the purchase and sale of securities with such
brokers, including affiliates of the Sub-Adviser, subject to review by the
Manager from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers may be
useful to the Sub-Adviser in connection with its services to other clients.
B.1. Authorization of Sub-Adviser to Act as Broker and Retain
Commissions Under 11(a) and ERISA. Manager acknowledges: a) receipt of a copy of
ERISA Prohibited Transaction Class Exemption 86-128 which permits an independent
fiduciary to authorize an investment manager to also provide brokerage services,
b) a form which can be used to terminate such authorization, c) Sub-Adviser's
ADV Part II which describes its brokerage placement activities, and d) the
opportunity to request additional information with regard to Sub-Adviser's
brokerage placement activities. To the extent permitted under the above
exemption and Section 11(a)(1)(H) of the Securities Exchange Act of 1934,
Manager authorizes Sub-Adviser to act as broker for the account, to effect
transactions for the Account on the floors of national exchanges of which
Sub-Adviser is a member, and to otherwise perform brokerage functions and to
receive brokerage compensation. This authorization is given and this agreement
is signed by an independent fiduciary not affiliated with Sub-Adviser.
Sub-Adviser will provide annual information statements disclosing the amount of
the aggregate compensation it receives for effecting such transactions and such
other information as is required under the Act or by the Manager. This
authorization may be terminated at any time without penalty, effective when
Sub-Adviser receives written notice thereof, whether on the termination form
which Manager has received from Sub-Adviser or otherwise.
B.2. Selection of Brokers. Whether using Sub-Adviser or others
as broker, when Sub-Adviser selects a broker, Sub-Adviser will seek to obtain
the best results for Manager. Sub-Adviser's selection of a broker will take into
account such relevant factors as (a) price, (b) the broker's facilities,
reliability and financial responsibility, (c) the ability of the broker to
effect securities transactions, particularly with regard to such aspects as
timing, order size, and execution of orders, and (d) the research services
provided by other brokers to Sub-Adviser which are expected to enhance general
portfolio management capabilities, notwithstanding that Manager may not be the
direct or exclusive beneficiary of all of such services. Since commissions are a
component of price, commission rates are one factor considered in periodic
checking of the foregoing factors. Sub-Adviser is not required to use brokers
solely because they charge the lowest commission. Subject to these factors, when
permitted by applicable law, Sub-Adviser intends to use itself as the primary
broker for the Account.
Manager has entered and will enter in arrangements with
various brokerage firms to direct brokerage commissions generated by trades made
on behalf of the Account through said various firms. Manager will notify
Sub-Adviser, in writing, of the various brokers and approximate percentage of
trades to be directed to said brokers. Sub-Adviser is requested to use it's best
efforts to utilize the brokerage services of said firms.
Manager acknowledges and agrees that Sub-Adviser has not had
any role in, and does not have any responsibility for, my selection of this
broker including, but not limited to, commissions charged by such brokers, and
the nature and quality of executions provided by such
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brokers. As such, Sub-Adviser cannot ensure in any given transaction that it
will be able to obtain the best price and execution for the Account. Manager
also hereby acknowledges and agrees that Manager's selection of this broker may
result in Manager and the Account not receiving certain benefits afforded
Sub-Adviser's clients for whom Sub-Adviser does provide brokerage. These
benefits include, but are not limited to, potential efficiencies in execution,
clearance and settlement, resulting from, among other things, the bunching of
orders for various clients.
Manager understands and agrees that brokerage will not be
generated in the Account or that brokerage will be allocated in any
circumstances where, in Sub-Adviser's best judgement, the allocation of such
brokerage would not be consistent with Sub-Adviser's fiduciary obligations to
obtain best price and best execution or where Sub-Adviser is not confident of
the various brokers execution capability for that particular transaction. On any
transactions in which Sub-Adviser is unable to allocate the brokerage to
designated firms, Sub-Adviser will incur no liability.
B.3. Participation in Fees and Commissions. Employees of
Sub-Adviser with responsibilities for supervision of the Account may receive a
portion of the investment advisory fee and they may benefit from the brokerage
commissions paid to Sub-Adviser.
B.4. Sub-Adviser's Combined Services and Remuneration. Manager
understands that (i) the advisory fee rate provided for in this Agreement is
based upon Manager's agreement that Sub-Adviser may select brokers and dealers
and use itself as broker in accordance with the standards set forth in this
agreement and (ii) that other brokers and dealers and/or investment advisers may
be willing to provide brokerage services and/or investment management services
to Manager which either separately or together would cost the Manager less than
the advisory fee and/or brokerage commissions charged by Sub-Adviser hereunder.
B.5. Bunching of Orders and Average Pricing. When Sub-Adviser
acts as a broker for Manager, Sub-Adviser in its sole discretion may elect to
combine or "bunch" an order entered for Manager with an order or orders entered
for the same security for other clients or customers of Sub-Adviser to secure
certain efficiencies and results with respect to execution, clearance and
settlement of such orders. If a bunched order is executed in parts at different
prices, or if two or more separate orders for two or more of Sub-Adviser's
clients or customers which are entered at approximately the same time on any day
are executed at different prices, Sub-Adviser, in its discretion, may employ an
average price at which such securities were purchased or sold for each
Sub-Adviser client or customer for whom such orders were executed. In making
decisions concerning bunching and/or price averaging and allocating the
securities so sold or purchased and the related transaction expenses,
Sub-Adviser will act in the manner Sub-Adviser considers to be most equitable,
taking into consideration its fiduciary duties to all of its clients. In some
instances bunching or price averaging may adversely affect the price paid or
received by the Account or the number of shares of a security bought or sold for
the Account.
C. This Agreement shall automatically terminate in the event
of its "assignment" (as that term is defined in the Act).
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D. This Agreement may be terminated, without the payment of
any penalty, by either party hereto or by the Trust 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 Sub-Adviser 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 Manager, if evidenced by an
instrument signed by the President, a Vice President,
the Treasurer or the Assistant Treasurer of the
Manager;
(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;
(d) Any oral notice or instruction reasonably believed to
be genuine and to be given by the Manager or the
Trustees or its or their authorized delegate or by
the custodian or any other investment manager.
F. The Sub-Adviser 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 Sub-Adviser by the Manager or the
Trustees with respect to any matter concerning the Trust and the operation and
administration of the Account. The Sub-Adviser is expressly authorized to
consult with the Manager with respect to any matters arising in the
administration of the Account and to act on the advice of the Manager, provided
nothing herein shall limit the full responsibility of the Sub-Adviser for the
management of the assets of the Account as provided herein.
G. Communications from the Sub-Adviser to the Manager shall be
addressed to:
Retirement System Investors Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn.: Xxxxxxx X. Xxxxxx
Executive Vice President, Counsel and Secretary
Communications to the Sub-Adviser from the Manager or the Trustees 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, the Trustees or the
Sub-Adviser, as the case may be. All communications addressed in the above
manner and by ordinary mail, registered mail or delivered by hand shall be
sufficient under this Agreement.
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H. Proxies. Manager authorizes and directs Sub-Adviser to vote
by proxy or otherwise all shares held in the Account and to receive on Manager's
behalf all proxy soliciting materials, annual reports, interim reports and other
related issuer material. Sub-Adviser, as a fiduciary to the Account, shall
exercise such voting rights in a manner which Sub-Adviser reasonably believes
will maximize the long-term value of the Account and is in accordance with the
best interests of the Account. This authorization and direction to vote all
shares is terminable at will by the Manager and remains in effect only until
Sub-Adviser receives written notice of termination. If Sub-Adviser's
authorization to vote shares is terminated, Sub-Adviser will thereafter no
longer be a fiduciary of the Account with respect to the voting of such proxies.
Manager shall then receive all proxy and other issuer material and shall vote
such proxies. Sub-Adviser, may, in its discretion, elect to use one or more
proxy voting services in fulfilling its obligations hereunder.
I. Sub-Adviser's Other Accounts. Sub-Adviser and its
affiliates manage accounts and perform investment advisory and brokerage
services for others. Particular facts unique to particular accounts, such as
investment objectives and cash availability, affect investment decisions.
Purchases, sales and investment advice are based upon the judgment of the
portfolio manager supervising the particular account and each portfolio manager
is encouraged to use those investment techniques and methods with which the
portfolio manager has been most successful. Sub-Adviser and its affiliates,
officers and employees may have an interest in an issue of a security, the
purchase or sale of which is recommended or which is purchased, sold, held or
otherwise traded for the Account. Sub-Adviser and such related parties may sell
or recommend the sale of a particular security for certain accounts (including
accounts in which they have an interest) and may buy or recommend the purchase
of such security for other accounts and accordingly, transactions in a
particular account may not be consistent with transactions in other accounts or
investment recommendations. When there is a limited supply of a security
Sub-Adviser will endeavor to allocate or rotate investment opportunities, but
Sub-Adviser cannot assure comparable performance results for comparable
accounts.
J. Sub-Adviser as Market-Maker. Sub-Adviser makes a market in
certain securities ("market-making securities"). Sub-Adviser will not, as
principal, buy or sell any market-making securities from or to the Account, but
Sub-Adviser may purchase and sell such market-making securities for the Account
through other market-makers, dealers or brokers. Manager acknowledges that since
the purchase and sale of market-making securities may affect the price of such
market-making securities, Sub-Adviser may indirectly benefit from the purchase
or sale of such market-making securities for the Account.
K. Custodian Selected by Manager. This Agreement contemplates
that Manager shall select the custodian to the Account. If the Assets shall be
held in the custody of a bank, trust company or other entity, such entity shall
be selected by the Manager. Manager understands and acknowledges that
Sub-Adviser shall have no responsibility, liability, duty or obligation with
respect to the selection of the custodian, custody arrangements or the acts,
omissions or other conduct of the custodian, including investment by the
custodian of cash in the Account, pricing, reporting functions, the security of
data maintained by the custodian, whether electronically stored or otherwise, or
the custodian's failure to obtain and maintain adequate insurance for the
account, including but not limited to that which is offered by the Securities
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Investor Protection Corporation ("SIPC") or the Federal Insurance Deposit
Corporation ("FDIC"), nor for any fees, charges or expenses that may be owed to
the custodian.
L. Consent to Change in Business Organization. To the extent
permitted by the Act, Manager consents to any assignment of this agreement and
any and all of Sub-Adviser's rights, duties and obligations hereunder if (i)
such assignment is to a Sub-Adviser entity, (ii) Sub-Adviser shall give written
notice of such assignment to Manager, and (iii) Manager shall continue to
receive the services performed by such assignee without objection for a period
of forty-five days after such notice. The foregoing provisions shall apply and
inure to the benefit of Sub-Adviser and all such successive assignees. As used
in this paragraph, the term "assignment to a Sub-Adviser entity" means an
assignment caused by the incorporation of Sub-Adviser or other reorganization of
Sub-Adviser by virtue of which there is a transfer of Sub-Adviser's rights,
duties and obligations under this agreement to another entity or entities but
where after such assignment the direct or indirect ownership of such entities
remains substantially the same as the ownership of Sub-Adviser immediately prior
to such assignment and where the personnel who manage the Account remain
substantially the same.
M. Manager is familiar with Federal laws and regulations
regarding foreign assets controls blocking the property of sanctioned countries
and entities and prohibiting transactions with designated countries and
entities, including regulations and appendices compiled in Chapter V of Title 31
of the U.S. Code of Federal Regulations and Executive Order 13224 of September
23, 2001 blocking property and prohibiting transactions with persons who commit,
threaten to commit, or support terrorism (collectively the "OFAC Regulations and
Executive Order"), and the Iran and Libya Sanctions Act ("ILSA"). Manager
complies at all times, and will continue to comply at all times, with the OFAC
Regulations and Executive Order and ILSA. Manager has not taken and will not
take any action (including through the direct or indirect use of accounts of
Sub-Adviser) that could place Sub-Adviser in violation of the OFAC Regulations
and Executive Order and ILSA, or any regulation, license or order issued
pursuant thereto.
N. Manager is familiar with Federal laws prohibiting money
laundering, including but not limited to 18 U.S.C. ss. 1956 (laundering of
monetary instruments) and 18 U.S.C. ss. 1957 (engaging in monetary transactions
in property derived from specified unlawful activity) and State and local
criminal statutes pertaining to the movement of illicit cash or cash equivalent
proceeds and all amendments thereto (collectively, "Anti-Money Laundering
Laws"). Manager complies at all times, and will continue to comply at all times,
with the Anti-Money Laundering Laws. Among others, such compliance will include
reasonable measures to prevent Manager or his prospects from (1) knowingly
engaging in, aiding, conducting or attempting to conduct any financial
transaction that involves proceeds of or property representing proceeds of some
form of activity that constitutes a felony under State, Federal or foreign law,
including, but not limited to, those activities specified in 18 U.S.C. ss.
1956(c)(7) ("Unlawful Activity"); (2) transporting, transmitting, transferring
or attempting to transport, transmit or transfer a monetary instrument or funds
with the intent to promote the carrying on of Unlawful Activity; (3) knowingly
engaging in, aiding, conducting or attempting to conduct any financial
transaction that is intended to conceal or disguise the nature, the location,
the source, the ownership, or the control of the proceeds of Unlawful Activity;
and (4) knowingly engaging in, aiding, conducting
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or attempting to conduct any financial transaction involving individuals or
entities who are prohibited by operation of United States law from engaging in
financial or monetary transactions within the United States and its territories.
O. The Manager shall perform all normal and customary due
diligence inquires regarding each of its clients, including, but not limited to,
other brokers, banks, or financial intermediaries. Such due diligence shall be
inclusive of, but not limited to, ascertaining sufficient relevant demographic
information, including underlying ownership interests, beneficial or otherwise,
investment objectives and risk tolerances so as to satisfy Manager's "know-your
customer" obligations as that term is defined under all applicable law. Manager
shall provide any and all such information to the Sub-Adviser as the Manager
deems necessary for purposes of managing the Account. To the extent Manager is
unable to meet the foregoing requirements, it shall contract with any and all
third parties as necessary to effectuate the underlying due diligence. Manager
will use reasonable care in selecting any third party and shall indemnify and
hold Sub-Adviser harmless for any damages or liability resulting from a breach
of this Section.
P. 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.
Q. No term or provision of this Agreement may be amended,
modified or waived without the affirmative vote or action by written consent of
the Trustees and the written agreement of the Manager and the Sub-Adviser and in
accordance with the Act.
IN WITNESS WHEREOF, the Manager and the Sub-Adviser have
executed this Agreement, effective as of the date of this Agreement first set
forth above.
RETIREMENT SYSTEM INVESTORS INC.
By:
----------------------------------------
Title: Executive Vice President, Counsel and
Secretary
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
----------------------------------------
Title:
-------------------------------------
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SCHEDULE A
RSI RETIREMENT TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
Name of Sub-Adviser: Xxxxxxxxx Xxxxxx Management Inc.
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xx. Xxxxxxx X.X. Xxxxx-Xxxxxx, XX
Vice President
Investment Fund: Emerging Growth Equity Fund
Compensation Terms:
Terms used herein shall have the meaning used in the Investment Sub-Advisory
Agreement between the Manager and the Sub-Adviser ("Agreement"). The Manager
agrees to pay to the Sub-Adviser, 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 that portion of the assets of the RSI
Retirement Trust's Emerging Growth Equity Fund portfolio managed by the
Sub-Adviser:
Effective ____________, 2003, 0.80% up to $100 million of
assets. The fee for assets of $100 million or more will be
negotiated.
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
Sub-Adviser.
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IN WITNESS WHEREOF, the parties to the Agreement, effective as of
_________, 2003, have executed this Schedule A, effective as of the same dates.
RETIREMENT SYSTEM INVESTORS INC.
By:
------------------------------------------------
Title: Executive Vice President, Counsel and
Secretary
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
------------------------------------------------
Title:
---------------------------------------------
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