AMENDED AND RESTATED ADVISORY AGREEMENT
ADVISORY AGREEMENT, made as of June 30, 1999, by and between STATE STREET
RESEARCH & MANAGEMENT COMPANY, a corporation organized under the laws of
Delaware having its principal place of business in Boston, Massachusetts (the
"Manager"), and STATE STREET RESEARCH INSTITUTIONAL FUNDS, a Massachusetts
business trust having its principal place of business in Boston, Massachusetts
(the "Trust"), is hereby amended and restated effective December 17, 2001 (the
"Agreement").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Manager is engaged principally in the business of rendering
investment management services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust has established five series, including three initial
series known as State Street Research Institutional Core Fixed Income Fund,
State Street Research Institutional Core Plus Fixed Income Fund and State Street
Research Institutional Large Cap Growth Fund (the "Initial Funds"), and two
additional series known as State Street Research Institutional Concentrated
International Equity Fund and State Street Research Institutional Large Cap
Analyst Fund (the "New Funds", and together with the Initial Funds, the "Current
Funds"), together with all other series established by the Trust after the date
of this Agreement with
respect to which the Manager renders management and investment advisory services
pursuant to the terms of this Agreement, being herein collectively referred to
as the "Funds" and individually as a "Fund."
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF MANAGER.
(a) INITIAL FUNDS. The Trust hereby appoints the Manager to act as
manager and investment adviser to each Current Fund for the period and on
the terms herein set forth. The Manager accepts such appointment and agrees
to render the services herein set forth, for the compensation herein
provided.
(b) ADDITIONAL FUNDS. In the event that the Trust establishes one or
more series of shares other than the Current Funds with respect to which it
desires to retain the Manager to render management and investment advisory
services hereunder, it shall so notify the Manager in writing, indicating
the advisory fee to be payable with respect to the additional series of
shares. If the Manager is willing to render such services, it shall so
notify the Trust in writing, whereupon such series of shares shall become a
Fund hereunder. In such event a writing signed by both the Trust and the
Manager shall be annexed hereto as a part hereof indicating that such
additional series of shares has become a Fund hereunder and reflecting the
agreed-upon fee schedule for such Fund to the extent the provisions of
Section 4 shall not apply with respect thereto.
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2. DUTIES OF MANAGER.
The Manager, at its own expense, shall furnish the following services and
facilities to the Trust:
(a) INVESTMENT PROGRAM. The Manager shall (i) furnish continuously an
investment program for each Fund, (ii) determine (subject to the overall
supervision and review of the Board of Trustees of the Trust) what
investments shall be purchased, held, sold or exchanged by each Fund and
what portion, if any, of the assets of each Fund shall be held uninvested,
and (iii) make changes on behalf of the Trust in the investments of each
Fund. The Manager shall also manage, supervise and conduct the other
affairs and business of the Trust and each Fund thereof and matters
incidental thereto, subject always to the control of the Board of Trustees
of the Trust and to the provisions of the Agreement and Declaration of
Trust and By-Laws of the Trust, as amended, the prospectuses of the Trust
as from time to time amended and in effect and the 1940 Act. Subject to the
foregoing, the Manager shall have the authority to engage one or more
sub-advisers in connection with the management of the Funds, which
sub-advisers may be affiliates of the Manager.
(b) REGULATORY REPORTS. The Manager shall furnish to the Trust
necessary assistance in:
(i) the preparation of all reports now or hereafter required by
federal or other laws (not including any reports prepared pursuant to
the terms of the Servicing Agreement between the Trust and the Manager
(the "Servicing Agreement") for so long as such Servicing Agreement
shall remain in effect); and
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(ii) the preparation of prospectuses, registration statements and
amendments thereto that may be required by federal or other laws or by
the rules or regulations of any duly authorized commission or
administrative body.
(c) OFFICE SPACE AND FACILITIES. The Manager shall furnish the Trust
office space in the offices of the Manager, or in such other place or
places as may be agreed upon from time to time, and all necessary office
facilities, business equipment, supplies, utilities, and telephone service
for managing the affairs and investments of the Trust.
(d) SERVICES OF PERSONNEL. The Manager shall provide all necessary
executive and administrative personnel for managing the affairs of the
Trust, including personnel to perform clerical, bookkeeping, accounting and
other office functions. These services are exclusive of the bookkeeping and
accounting services of any dividend disbursing agent, transfer agent,
registrar or custodian, are also exclusive of the services provided under
the Servicing Agreement. The Manager shall compensate all personnel,
officers and Trustees of the Trust if such persons are also employees of
the Manager or its affiliates.
(e) FIDELITY BOND. The Manager shall arrange for providing and
maintaining a bond issued by a reputable insurance company authorized to do
business in the place where the bond is issued against larceny and
embezzlement covering each officer and employee of the Trust and/or the
Manager who may singly or jointly with others have access to funds or
securities of the Trust, with direct or indirect authority to draw upon
such funds or to direct generally the disposition of such funds. The bond
shall be in such reasonable amount as a majority of the Trustees who are
not "interested persons" of the Trust, as defined in the 1940 Act, shall
determine, with due consideration given to the
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aggregate assets of the Trust to which any such officer or employee may
have access. The premium for the bond shall be payable by the Trust in
accordance with paragraph 3(o).
(f) PORTFOLIO TRANSACTIONS. The Manager shall place all orders for the
purchase and sale of portfolio securities for the account of each Fund with
brokers or dealers selected by the Manager, although the Trust will pay the
actual brokerage commissions on portfolio transactions in accordance with
paragraph 3(d).
3. ALLOCATION OF EXPENSE.
Except for the services and facilities to be provided by the Manager
as set forth in paragraph 2 above, the Trust assumes and shall pay all
expenses for all other Trust operations and activities and shall reimburse
the Manager for any such expenses incurred by the Manager (it being
understood that the Trust shall allocate such expenses between or among its
Funds to the extent contemplated by its Agreement and Declaration of
Trust). The expenses to be borne by the Trust shall include, without
limitation:
(a) all expenses of organizing the Trust or forming any Fund thereof;
(b) the charges and expenses of any registrar, share transfer or
dividend disbursing agent, shareholder servicing agent, custodian,
administrator, fund accounting agent, or depository appointed by the Trust
for the safekeeping of its cash, portfolio securities and other property,
including the costs of servicing shareholder investment accounts and
bookkeeping, accounting and pricing services;
(c) the charges and expenses of auditors;
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(d) brokerage commissions and other costs incurred in connection with
transactions in the portfolio securities of the Trust, including any
portion of such commissions attributable to brokerage and research services
as defined in Section 28(e) of the Securities Exchange Act of 1934;
(e) taxes, including issuance and transfer taxes and registration,
filing or other fees payable by the Trust to federal, state or other
governmental agencies;
(f) expenses, including the cost of printing certificates, relating to
the issuance of shares of the Trust;
(g) expenses involved in registering and maintaining registrations of
the Trust and of its shares with the Securities and Exchange Commission and
various states and other jurisdictions, including reimbursement of actual
expenses incurred by the Manager in performing such functions for the
Trust, which may include compensation of persons who are employees of the
Manager, in proportion to the relative time spent on such matters;
(h) expenses related to the redemption of shares of the Trust,
including expenses attributable to any program of periodic redemption;
(i) expenses of shareholders' and Trustees' meetings, including
meetings of committees, and of preparing, printing and mailing proxy
statements, quarterly reports, semiannual reports, annual reports and other
communications to existing shareholders;
(j) expenses of preparing and setting in type prospectuses, and
expenses of printing and mailing the same to existing shareholders (but not
expenses of printing and mailing of prospectuses and literature used for
promotional purposes);
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(k) compensation and expenses of Trustees who are not "interested
persons" within the meaning of the 1940 Act;
(l) expense of maintaining shareholder accounts and furnishing, or
causing to be furnished, to each shareholder a statement of his account,
including the expense of mailing;
(m) charges and expenses of legal counsel in connection with matters
relating to the Trust, including, without limitation, legal services
rendered in connection with the Trust's legal and financial structure and
relations with its shareholders, issuance of shares of the Trust, and
registration and qualification of securities under federal, state and other
laws;
(n) the cost and expense of maintaining the books and records of the
Trust, including general ledger accounting;
(o) insurance premiums on fidelity, errors and omissions and other
coverages including the expense of obtaining and maintaining a fidelity
bond as required by Section 17(g) of the 1940 Act;
(p) interest payable on Trust borrowings; and
(q) such other nonrecurring expenses of the Trust as may arise,
including expenses of actions, suits, or proceedings to which the Trust is
a party and expenses resulting from the legal obligation which the Trust
may have to provide indemnity with respect thereto.
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4. ADVISORY FEE.
For the services and facilities to be provided by the Manager as set
forth in paragraph 2 hereof, the Trust agrees that each Fund shall pay to
the Manager a monthly fee as soon as practical after the last day of each
calendar month according to the fee schedule attached hereto as EXHIBIT A.
In the case of commencement or termination of this Agreement with
respect to any Fund during any calendar month, the fee with respect to such
Fund for that month shall be reduced proportionately based upon the number
of calendar days during which this Agreement is in effect with respect to
such Fund, and the fee shall be computed based upon the average daily net
asset value of such Fund during such period.
In the event that this Agreement (i) is terminated with respect to any
one or more Funds as of a date other than the last day of the fiscal year
of the Trust or (ii) commences with respect to one or more Funds as of a
date other than the first day of the fiscal year of the Trust, then the
expenses of such Fund or Funds shall be annualized and the Manager shall
pay to, or receive from, the applicable Fund or Funds a pro rata portion of
the amount that the Manager would have been required to pay or would have
been entitled to receive, if any, had this Agreement been in effect with
respect to such Fund or Funds for the full fiscal year.
5. RELATIONS WITH TRUST.
Subject to and in accordance with the Agreement and Declaration of
Trust and By-laws of the Trust and the Certificate of Incorporation and
By-laws of the Manager, it is understood that Trustees, officers, agents
and shareholders of the Trust are or may be
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interested in the Manager (or any successor thereof) as directors, officers
or otherwise, that directors, officers, agents and shareholders of the
Manager (or any successor thereof) are or may be interested in the Trust as
Trustees, officers, agents, shareholders or otherwise, that the Manager (or
any such successor thereof) is or may be interested in the Trust as a
shareholder or otherwise and that the effect of any such adverse interests
shall be governed by said Agreement and Declaration of Trust, Certificate
of Incorporation and By-laws.
6. LIABILITY OF MANAGER.
The Manager shall not be liable to the Trust for any error of judgment
or mistake of law or for any loss suffered by the Trust in connection with
the matters to which this Agreement relates; provided, however, that no
provision of this Agreement shall be deemed to protect the Manager against
any liability to the Trust or its shareholders to which it might otherwise
be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of
its obligations and duties under this Agreement, nor shall any provision
hereof be deemed to protect any Trustee or officer of the Trust against any
such liability to which he might otherwise be subject by reason of any
willful misfeasance, bad faith or gross negligence in the performance of
his duties or the reckless disregard of his obligations and duties. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
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7. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. This Agreement shall become effective with respect to
each Initial Fund on the date of this Agreement, with respect to each New
Fund on the later of the date of this Agreement or the date such New Fund
commences operations, and, with respect to any additional Fund, on the date
of receipt by the Trust of notice from the Manager in accordance with
paragraph 1(b) hereof that the Manager is willing to serve as Manager with
respect to such Fund. Unless terminated as herein provided, this Agreement
shall remain in full force and effect with respect to each Initial Fund
until June 30, 2002, and with respect to each New Fund or additional Fund,
for two years from the date on which this Agreement becomes effective for
such Fund. Subsequent to such initial periods of effectiveness this
Agreement shall continue in full force and effect, subject to Section 7(c),
for successive one-year periods with respect to each Fund so long as such
continuance with respect to such Fund is approved at least annually (a) by
either the Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of such Fund,
and (b) in either event, by the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(b) AMENDMENT. No provision of this Agreement may be changed, 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, and no amendment of this Agreement
shall be effective with respect to any Fund until
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approved by vote of the holders of a majority of that Fund's outstanding
voting securities (as defined in the 0000 Xxx) if such a vote is required
under the 1940 Act for such amendment.
(c) TERMINATION. This Agreement may be terminated with respect to any
Fund at any time, without payment of any penalty, by vote of the Trustees
(including a vote of a majority of the Trustees of such Fund who are not
"interested persons" within the meaning of the 0000 Xxx) or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx)
of that Fund, or by the Manager, in each case on 60 days' prior written
notice to the other party.
(d) AUTOMATIC TERMINATION. This Agreement shall automatically and
immediately terminate in the event of its assignment (as defined in the
1940 Act).
(e) APPROVAL, AMENDMENT OR TERMINATION BY INDIVIDUAL FUND. Any
approval, amendment or termination of this Agreement shall be effective to
continue, amend or terminate this Agreement with respect to such Fund
notwithstanding (i) that such action has not been approved by the holders
of a majority of the outstanding voting securities of any other Fund
affected thereby, and (ii) that such action has not been approved by the
vote of a majority of the outstanding voting securities of the Trust,
unless such action shall be required by any applicable law or otherwise.
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8. SERVICES NOT EXCLUSIVE.
The services of the Manager to the Trust hereunder are not to be
deemed exclusive, and the Manager shall be free to render similar services
to others so long as its services hereunder are not impaired thereby.
9. NAME OF TRUST.
It is understood that the phrases "State Street" and "State Street
Research" and any logos associated with that name are the valuable property
of State Street Research & Management Company, and that the Trust has the
right to include such phrases as a part of its name and the names of its
Funds only so long as State Street Research & Management shall continue to
serve as the Manager this Agreement. Upon termination of this Agreement the
Trust shall forthwith cease to use such phrases and logos.
10. PRIOR AGREEMENTS SUPERSEDED.
This Agreement supersedes any prior agreement relating to the subject
matter hereof between the parties hereto.
11. NOTICES.
Notices under this Agreement shall be in writing and shall be
addressed, and delivered or mailed postage prepaid, to the other party at
such address as such other party may designate from time to time for the
receipt of such notices. Until further notice to the other party, the
address of each party to this Agreement for this purpose shall be Xxx
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
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12. GOVERNING LAW; COUNTERPARTS.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
13. LIMITATION OF LIABILITY.
The term "State Street Research Institutional Funds" means and refers
to the Trustees from time to time serving under the Agreement and
Declaration of Trust of the Trust dated March 3, 1999 as the same may have
been or may be amended. It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust as
individuals or personally, but shall bind only the trust property of the
Trust, as provided in the Agreement and Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by a duly authorized officer of the Trust,
acting as such, and neither such authorization nor such execution and
delivery shall be deemed to have been made individually or to impose any
personal liability, but shall bind only the trust property of the Trust as
provided in its Agreement and Declaration of Trust. The Agreement and
Declaration of Trust of the Trust provides, and it is expressly agreed,
that each Fund of the Trust shall be solely and exclusively responsible for
the payment of its debts, liabilities and obligations, and that no other
Fund shall be responsible for the same.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
XXXXX XXXXXX XXXXXXXX & XXXXX XXXXXX RESEARCH
MANAGEMENT COMPANY INSTITUTIONAL FUNDS
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. XxXxxxxx, III
------------------------------- ------------------------------
Xxxxxxx X. Xxxxx Xxxxxxx X. XxXxxxxx, III
President Secretary
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EXHIBIT A
The fee for investment management services will be paid monthly by each of the
Funds and computed on the basis of the average daily net asset value of such
Fund for such calendar month at the following annual rates:
State Street Research Institutional Large Cap Growth Fund 0.45%
State Street Research Institutional Core Fixed Income Fund 0.25%
State Street Research Institutional Core Plus Fixed Income Fund 0.30%
State Street Research Institutional Concentrated International Equity Fund 0.70%
State Street Research Institutional Large Cap Analyst Fund 0.45%
A-1
