GENERAL ADMINISTRATION AGREEMENT
GENERAL ADMINISTRATION AGREEMENT made as of
____________________________ 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 "Administrator"), and STATE
STREET RESEARCH MASTER INVESTMENT TRUST, a Massachusetts business trust having
its principal place of business in Boston, Massachusetts (the "Trust").
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");
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;
WHEREAS, the Trust currently has a series known as State Street
Research Investment Trust to which this Agreement does NOT apply; and
WHEREAS, the Trust has established a series known as State Street
Research Equity Index Fund ("Fund") with respect to which the Administrator
shall render general administration services pursuant to the terms of this
Agreement; and
WHEREAS, the Trust initially desires to invest all of the Fund's
investable assets in another mutual fund with an identical investment objective
(the "Portfolio").
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the
parties hereto as follows:
1. APPOINTMENT.
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The Trust hereby appoints the Administrator to provide general
administration services to the Fund for the period and on the terms
herein set forth. The Administrator accepts such appointment and agrees
to render the services herein set forth, for the compensation herein
provided.
2. DUTIES OF ADMINISTRATOR.
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The Administrator, at its own expense, shall furnish the
following services and facilities to the Trust:
(a) General Administration. The Administrator shall manage,
supervise and conduct the Fund's business affairs and shall provide
such services required for effective administration of the Fund as are
not provided by employees or other agents
engaged by the Fund; provided that the Administrator shall not have any
obligation to provide under this Agreement any direct or indirect
services to Fund shareholders, any services related to the distribution
of Fund shares, or any other services which are the subject of a
separate agreement or arrangement between the Fund and the
Administrator or other party.
(b) Monitoring. The Administrator will monitor the services
provided to the Portfolio, subject to the control of the Trust's Board
of Trustees. Such monitoring may include among other things, review of
Portfolio reports showing tracking with the Standard & Poor's 500
Composite Price Index, review of Portfolio reports showing the
composition of securities in the Portfolio on a periodic basis and
periodic review of investment practices of the Portfolio.
(c) Regulatory Reports. The Administrator shall furnish to the
Trust necessary assistance in: (i) the preparation of all reports now
or hereafter required by federal or other laws with respect to the
Fund; and (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 with respect to the Fund.
(d) Office Space and Facilities. The Administrator shall
furnish the Fund office space in the offices of the Administrator, 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 of the Fund,
(to the extent not otherwise provided, and charged, to the Fund under
any other agreement or arrangement).
(e) Services of Personnel. The Administrator shall provide all
necessary executive and administrative personnel to perform clerical,
bookkeeping, accounting and other office functions in connection with
the administration of the Fund. These services are exclusive of the
bookkeeping and accounting services of any dividend disbursing agent,
transfer agent, registrar or custodian. The Administrator shall
compensate all personnel, officers and Trustees of the Trust if such
persons are also employees of the Administrator or its affiliates.
(e) Fidelity Bond. The Administrator 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 officers and employees
of the Trust and/or the Administrator 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 aggregate assets of the Trust to which any
such officer or employee may
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have access. The premium for the bond shall be payable by the Trust in
accordance with paragraph 3(o).
3. ALLOCATION OF EXPENSE.
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Except for the services and facilities to be provided by the
Administrator as set forth in paragraph 2 above, and services provided
by the Administrator as set forth in an Advisory Agreement between the
Trust and the Administrator, the Trust assumes and shall pay all
expenses for all other Trust operations and activities. The Trust shall
reimburse the Administrator for the use of the Manager's personnel,
equipment, facilities and office space in providing assistance with the
operations and activities that are the responsibility of the Trust. (It
being understood that the Trust shall allocate such expenses between or
among its series to the extent contemplated by its Master Trust
Agreement.)
4. GENERAL ADMINISTRATION FEE.
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For the services and facilities to be provided by the
Administrator as set forth in paragraph 2 hereof, the Trust agrees that
the Fund shall pay to the Administrator a monthly fee as soon as
practical after the last day of each calendar month, which fee shall be
paid at a rate equal to ____________ one hundredths of one percent
(0.____%) on an annual basis of the average daily net asset value of
the Fund for such calendar month, commencing as of the date on which
this Agreement becomes effective with respect to such Fund.
In the case of commencement or termination of this Agreement
with respect to the Fund during any calendar month, the fee for that
month shall be reduced proportionately based upon the number of
calendar days during which this Agreement is in effect with respect to
the Fund, and the fee shall be computed based upon the average daily
net asset value of the Fund during such period.
5. RELATIONS WITH TRUST.
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Subject to and in accordance with the Master Trust Agreement
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 interested in the
Administrator (or any successor thereof) as directors, officers or
otherwise, that directors, officers, agents and shareholders of the
Administrator (or any successor thereof) are or may be interested in
the Trust as Trustees, officers, agents, shareholders or otherwise,
that the Administrator (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 Master
Trust Agreement, Certificate of Incorporation and By-laws.
6. LIABILITY OF ADMINISTRATOR.
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The Administrator 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 Administrator 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. 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.
7. DURATION AND TERMINATION OF THIS AGREEMENT.
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(a) Duration. This Agreement shall become effective with
respect to the Fund on the later of (i) the date on which a
Registration Statement with respect to the shares of the Fund under the
Securities Act of 1933, as amended, is first declared effective by the
Securities and Exchange Commission or (ii) the date on which the Fund
commences operations or offering its shares to the public.
(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.
(c) Termination. This Agreement may be terminated at any time,
without payment of any penalty, by either party, on sixty (60) days'
prior written notice to the other party.
8. SERVICES NOT EXCLUSIVE.
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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. NOTICES.
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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.
10. GOVERNING LAW; COUNTERPARTS.
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This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts. This Agreement may be executed in
any number of
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counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
11. LIMITATION OF LIABILITY.
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The term "State Street Research Master Investment Trust" means
and refers to the Trustees from time to time serving under the First
Amended and Restated Master Trust Agreement of the Trust dated February
5, 1993, as the same may subsequently hereto have been, or subsequently
hereto 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, assistant 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 Master Trust
Agreement 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 or assistant 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 Master Trust Agreement. The Master Trust Agreement 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.
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 MASTER INVESTMENT TRUST
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