Exhibit (5)(b)
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of June 1, 2000 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 GROWTH 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"); 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 currently has a series known as State Street Research
Growth Fund to which this Agreement does NOT apply; and
WHEREAS, the Trust has established series known as State Street Research
Concentrated International Fund and State Street Research Technology Fund, such
series (each referred to as the "Initial Fund"), together with all other series
subsequently established by the Trust 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 FUND. The Trust hereby appoints the Manager to act as
manager and investment adviser to the 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 Initial Fund 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.
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's services shall be subject always to the control of the
Board of Trustees of the Trust and to the provisions of the Master Trust
Agreement and By-Laws of the Trust, as amended, and 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) GENERAL ADMINISTRATION. The Manager shall manage, supervise and
conduct the Fund's business and 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 Manager
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 Manager or
other party.
(c) 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 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 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 of the Fund.
2
(e) SERVICES OF PERSONNEL. The Manager 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 Manager shall compensate all personnel, officers and
Trustees of the Trust if such persons are also employees of the Manager or
its affiliates.
(f) 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 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).
3. ALLOCATION OF EXPENSE.
The Manager shall be responsible 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. The Trust shall reimburse the Manager 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 Funds to the extent
contemplated by its Master Trust Agreement). The expenses to be borne by
the Trust are set forth below.
(a) all expenses of organizing a Fund;
(b) the charges and expenses of any registrar, share transfer or
dividend disbursing agent, shareholder servicing agent, custodian, or
depository appointed by the Trust for the safekeeping of the Fund's 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;
(d) brokerage commissions and other costs incurred in connection
with transactions in the portfolio securities of the Fund, including any
portion of such
3
commissions attributable to brokerage and research services as defined in
Section 28(e) of the Exchange Act;
(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 Fund;
(g) expenses involved in registering and maintaining registrations
of the Fund and of its shares with the Securities and Exchange Commission
and various states and other jurisdictions;
(h) expenses related to the redemption of shares of the Fund,
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);
(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 Fund borrowings; and
4
(q) such other nonrecurring expenses of the Fund 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.
4. ADVISORY FEE.
For the services that may be provided by the Manager as set forth in
paragraph 2 hereof, the Trust agrees that the Initial Fund shall pay to the
Manager 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 (a) one percent
(1.00%) for the Concentrated International Fund, and (b) eighty-five one
hundredths of one percent (0.85%) for the Technology Fund 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.
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, assistant officers,
agents and shareholders of the Trust are or may be interested in the
Manager (or any successor thereof) as directors, officers or otherwise,
that directors, officers, assistant officers, agents and shareholders of
the Manager (or any successor thereof) are or may be interested in the
Trust as Trustees, officers, assistant 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 Master Trust
Agreement, 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
5
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.
7. DURATION AND TERMINATION OF THIS AGREEMENT.
(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. Unless terminated as herein provided,
this Agreement shall remain in full force and effect with respect to the
Fund until the date which is two years after the effective date of this
Agreement with respect to the Fund and, with respect to each additional
Fund, for two years from the date on which such Fund becomes a Fund
hereunder. Subsequent to such initial period of effectiveness this
Agreement shall continue in full force and effect, subject to Section 7(c),
for successive one-year periods with respect to the Fund so long as such
continuance with respect to the 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 the 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 the Fund until approved by
vote of the holders of a majority of the Fund's outstanding voting
securities (as defined in the 0000 Xxx) if such a vote is required under
the 1940 Act for such amendment.
No shareholder vote shall be required for any amendments to the
Agreement for which the Securities and Exchange Commission or its staff has
indicated that no shareholder vote is necessary, as for example, in the
case of a decrease in the advisory fee under the Agreement.
(c) TERMINATION. This Agreement may be terminated at any time with
respect to any Fund, without payment of any penalty, by vote of the
Trustees or by vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of the Fund, or by the Manager, in each case on
sixty (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).
6
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 phrase "State Street Research" and any logos
associated with that name are the valuable property of State Street
Research & Management Company, the Manager, and that the Trust has the
right to include such phrase as a part of its name and the name of the
Funds only so long as this Agreement shall continue. Upon termination of
this Agreement the Trust shall forthwith cease to use such phrase and
logos.
10. 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.
11. 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.
12. LIMITATION OF LIABILITY.
The term "State Street Research Growth 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 has
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
7
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 GROWTH TRUST
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxx
------------------------------------ ------------------------------------
Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxx
Interim Chief Operating Officer Assistant Treasurer
8
