INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit
(d)(6)
AGREEMENT,
dated as of April 1, 2010, by and between SSgA Funds Management, Inc., a
Massachusetts corporation (the "Adviser"), and Nuveen Asset Management, a
Delaware corporation (the "Sub-Adviser").
WHEREAS,
the Adviser is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Advisers Act");
WHEREAS,
the Adviser has entered into an Investment Advisory Agreement dated May 1, 2001
with State Street Master Funds ("Trust") an investment company registered under
the Investment Company Act of 1940, as amended ("Investment Company
Act");
WHEREAS,
State Street Institutional Short-Term Exempt Bond Portfolio (the "Fund") is a
series of interests of the Trust, which the Adviser serves as investment adviser
pursuant to the Investment Advisory Agreement;
WHEREAS,
the Sub-Adviser is registered as an investment adviser under the Advisers
Act;
WHEREAS,
the Board of Trustees of the Trust (the "Board") and the Adviser desire to
retain the Sub-Adviser to render investment advisory and other services to the
portfolio(s) specified in Appendix A hereto, each a series of interests of the
Trust (each a "Fund" and collectively, the "Funds"), in the manner and on the
terms hereinafter set forth;
WHEREAS,
the Adviser has the authority under the Investment Advisory Agreement with the
Trust to appoint sub-advisers for each Fund of the Trust (as described therein);
and
WHEREAS,
the Sub-Adviser is willing to furnish such services to the Adviser and each
Fund;
NOW,
THEREFORE, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT
OF THE SUB-ADVISER
(a) The
Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each
Fund, subject to the supervision and oversight of the Adviser and the Board, and
in accordance with the terms and conditions of this Agreement, The Sub-Adviser
accepts such appointment and agrees to render the services herein set forth, for
the compensation specified in Appendix A hereto.
(b) In
the event that the Trust establishes one or more series in addition to the Funds
with respect to which the Adviser desires to retain the Sub-Adviser to render
investment advisory services hereunder, the Adviser shall so notify the
Sub-Adviser in writing, indicating the advisory fee to be payable to the
Sub-Adviser with respect to each additional Fund. If the Sub-Adviser is willing
to render such services, it shall so notify the Adviser in writing, whereupon
each such additional Fund shall become a Fund hereunder. In such event, a
writing signed by both the Adviser and the Sub-Adviser shall be annexed hereto
as a part hereof indicating that each such additional Fund has become a Fund
hereunder and reflecting the agreed-upon fee schedule for each such additional
Fund.
2. SERVICES
TO BE RENDERED BY THE SUB-ADVISER
(a) Subject
to the supervision of the Adviser and the Board and consistent with its
fiduciary duties to each Fund, the Sub-Adviser shall manage the investment
operations and determine the composition of the assets assigned to the
Sub-Adviser by the Adviser ("portfolio") of each Fund, including the purchase,
retention and disposition of the securities and other instruments held by the
Fund, in accordance with such Fund's investment objective and policies as stated
in the then-current prospectus ("Prospectus") and Statement of Additional
Information ("SAI") for such Fund contained in the Trust's Registration
Statement on Form N-lA (the "Registration Statement"), as such Prospectus and
SAI are amended or supplemented from time to time. As part of the services it
will provide hereunder, the Sub-Adviser shall:
(i) provide
supervision of each Fund's investments, furnish a continuous investment program
for the Funds, determine from time to time what investments or securities will
be purchased, retained or sold by the Funds, and what portion of the assets will
be invested or held uninvested as cash;
(ii) maintain
books and records with respect to the Trust's securities transactions and keep
the Board and the Adviser fully informed on an ongoing basis as agreed by the
Adviser and the Sub-Adviser of all material facts concerning the investment and
reinvestment of the assets in the Funds, the Sub-Adviser and its key investment
personnel and operations providing services with respect to the Fund; make
regular and periodic special written reports of such additional information
concerning the same as may reasonably be requested from time to time by the
Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser
and/or the Trustees, as reasonably requested, to discuss the
foregoing;
(iii)
in accordance with procedures and methods established by the Board, which may be
amended from time to time, provide assistance in determining the fair value of
all securities and other investments/assets in the Funds, as necessary, and use
reasonable efforts to arrange for the provision of valuation information or a
price(s) from a party(ies) independent of the Sub-Adviser for each security or
other investment/asset in the Fund for which market prices are not readily
available, it being understood that the Sub-Adviser shall not be responsible for
determining the value of any such security;
(iv)
provide any and all material composite performance information, records and
supporting documentation about accounts the Sub-Adviser manages, if appropriate,
which are relevant to the Fund and that have investment objectives, policies,
and strategies substantially similar to those employed by the Sub-Adviser in
managing the Fund that may be reasonably necessary, under applicable laws, to
allow the Fund, any "feeder" fund of the Fund, or their agents to present
information concerning the Sub-Adviser's prior performance in the Trust's
Prospectus and SAI (as hereinafter defined) and any permissible reports and
materials prepared by the Fund, any "feeder" fund of the Fund or their agents;
and
(v) cooperate
with and provide reasonable assistance to the Adviser, the Trust's
administrator, the Trust's custodian and foreign custodians, the Trust's
transfer agent and pricing agents and all other agents and representatives of
the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon
request from such person, shall keep all such persons fully informed as to such
matters as they may reasonably deem necessary to the performance of their
obligations to the Trust and the Adviser, provide prompt responses to reasonable
requests made by such persons and maintain any appropriate interfaces with each
so as to promote the efficient exchange of information.
(b) In
furnishing services hereunder, the Sub-Adviser shall be subject to, and shall
perform its responsibilities in accordance with the following: (i) the Trust's
Agreement and Declaration of Trust, as the same may be hereafter modified and/or
amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust,
as the same may be hereafter modified and/or amended from time to time
("By-Laws"); (iii) the Prospectus and SAI of the Trust filed with the Securities
and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same
may be hereafter modified, amended and/or supplemented; (iv) the Investment
Company Act, the Advisers Act, the applicable provisions of the Internal Revenue
Code of 1986, as amended, and the Commodities Exchange Act and the rules under
each, and all other federal and state laws or regulations applicable to the
Trust and the Fund(s); (v) the terms and conditions of exemptive and no-action
relief granted to the Trust as amended from time to time; (vi) the Trust's
policies and procedures adopted from time to time by the Board; and (vii) the
written instructions of the Adviser. Prior to the commencement of the
Sub-Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with
current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other
relevant policies and procedures that are adopted by the Board and by applicable
exemptive and no action relief. The Adviser undertakes to provide the
Sub-Adviser with copies or other written notice of any amendments, modifications
or supplements to any such above-mentioned document.
(c) In
furnishing services hereunder, the Sub-Adviser will not consult with any other
investment adviser to (i) the Fund, (ii) any other series of interests of the
Trust or (iii) any other investment company under common control with the Trust
concerning transactions of the Fund in securities or other assets. (This shall
not be deemed to prohibit the Sub-Adviser from consulting with any of its
affiliated persons concerning transactions in securities or other assets. This
also shall not be deemed to prohibit the Sub-Adviser from consulting with any of
the other covered advisers concerning compliance with paragraphs (a) and (b) of
Rule 12d3-l under the Investment Company Act.)
(d) The
Sub-Adviser, at its expense, will furnish: (i) all necessary facilities and
personnel, including salaries, expenses and fees of any personnel required for
the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii)
administrative facilities, including bookkeeping, and all equipment necessary
for the efficient conduct of the Sub-Adviser’s duties under this
Agreement.
(e) The
Sub-Adviser will select brokers and dealers to effect all portfolio transactions
subject to the conditions set forth herein which may include brokers and dealers
affiliated with the Sub-Adviser if and as permitted by applicable law. The
Sub-Adviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions, if applicable. The Sub-Adviser is
directed at all times to seek to execute transactions for each Fund (i) in
accordance with any written policies, practices or procedures that may be
established by the Board or the Adviser from time to time and which have been
provided to the Sub-Adviser or (ii) as described in the Trust's Prospectus and
SAI. In placing any orders for the purchase or sale of investments for each
Fund, in the name of the Fund or its nominees, the Sub-Adviser shall seek to
achieve for the Fund "best execution", considering all of the circumstances, and
shall maintain records adequate to demonstrate compliance with this requirement.
In no instance will portfolio securities be purchased from or sold to the
Sub-Adviser, or any affiliated person thereof, except in accordance with the
Investment Company Act, the Advisers Act and the rules under each, and all other
federal and state laws or regulations applicable to the Trust and the
Fund.
(f) Subject
to the appropriate policies and procedures approved by the Board, the
Sub-Adviser may, to the extent consistent with the safe harbor set forth in
Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), cause each Fund to pay a broker or dealer that provides brokerage or
research services to the Adviser, the Sub-Adviser or the Fund an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines, in good faith, that such amount of
commission is reasonable in relationship to the value of such brokerage or
research services provided viewed in terms of that particular transaction or the
Sub-Adviser's overall responsibilities to the Fund or its other advisory
clients. To the extent consistent with Section 28(e) and the Board, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of such action.
Subject to seeking best execution, the Board or the Adviser may authorize, but
not require, the Sub-Adviser to effect transactions in portfolio securities
through broker-dealers in a manner that will help generate resources to pay the
cost of certain expenses that the Trust is required to pay or for which the
Trust is required to arrange payment.
(g) On
occasions when the Sub-Adviser deems the purchase or sale of a security to be in
the best interest of the Fund(s) as well as other clients of the Sub-Adviser and
its affiliates, the Sub-Adviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. Allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the
most equitable and consistent with its fiduciary obligations to each Fund and to
its other clients over time. The Adviser agrees that the Sub-Adviser and its
affiliates may give advice and take action in the performance of their duties
with respect to any of their other clients that may differ from advice given, or
the timing or nature of actions taken, with respect to the Fund. The Adviser
also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to
other entities, some of which have the same or similar investment objectives
(and will hold the same or similar investments) as the Fund, and that the
Sub-Adviser will carry out its duties hereunder together with its duties under
such relationships, Nothing in this Agreement shall be deemed to confer upon the
Sub-Adviser any obligation to purchase or to sell or to recommend for purchase
or sale for the Fund any investment that the Sub-Adviser, its affiliates,
officers or employees may purchase or sell for its or their own account or for
the account of any client, if in the sole and absolute discretion of the
Sub-Adviser it is for any reason impractical or undesirable to take such action
or make such recommendation for the Fund.
(h) The
Sub-Adviser will maintain all accounts, books and records with respect to each
Fund as are required of an investment adviser of a registered investment company
pursuant to the Investment Company Act and Advisers Act and the rules thereunder
and shall file with the SEC all forms pursuant to Section 13 of the Exchange
Act, with respect to its duties as are set forth herein.
(i) The
Sub-Adviser will, unless and until otherwise directed by the Adviser or the
Board and consistent with seeking the best interests of each Fund, exercise (or
not exercise in its discretion) all rights of security holders with respect to
securities held by each Fund, including, but not limited to: voting proxies,
converting, tendering, exchanging or redeeming securities; acting as a claimant
in class action litigation (including litigation with respect to securities
previously held); and exercising rights in the context of a bankruptcy or other
reorganization. Unless the Adviser or the Board gives written instructions to
the contrary, the Sub-Adviser shall vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Fund may be invested
in accordance with the Sub-Adviser's proxy voting guidelines, a copy of which
has been provided to the Adviser.
3. COMPENSATION
OF THE ADVISER
The
Adviser shall pay the Sub-Adviser an advisory fee with respect to each Fund as
specified in Appendix A to this Agreement.
4. LIABILITY
AND INDEMNIFICATION
(a) Except
as may otherwise be provided by the Investment Company Act or any other federal
securities law, neither the Sub-Adviser nor any of its officers, members or
employees (its "Affiliates") shall be liable for any losses, claims, damages,
liabilities or litigation (including legal and other expenses) incurred or
suffered by the Adviser or the Trust as a result of any error of judgment or
mistake of law by the Sub-Adviser or its Affiliates with respect to each Fund,
except that nothing in this Agreement shall operate or purport to operate in any
way to exculpate, waive or limit the liability of the Sub-Adviser for, and the
Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the
Investment Company Act), including without limitation any "feeder" fund of the
Fund, and all controlling persons (as described in Section 15 of the Securities
Act of 1933, as amended ("1933 Act")) (collectively, "Adviser Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which any of the Adviser
Indemnitees may become subject under the 1933 Act, the Investment Company Act,
the Advisers Act, or under any other statute, or common law or otherwise arising
out of or based on (i) any willful misconduct, bad faith, reckless disregard or
gross negligence of the Sub-Adviser in the performance of any of its duties or
obligations hereunder or (ii) any untrue statement of a material fact relating
to the Sub-Adviser contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature, or other materials pertaining to the
Fund or the omission to state therein a material fact known to the Sub-Adviser
which was required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission was made in reliance upon
information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees
(as defined below) expressly for use therein and provided that the Adviser gave
the Sub-Adviser a reasonable advance opportunity to review and comment on all
such Fund materials that relate to the Sub-Adviser.
(b) Except
as may otherwise be provided by the Investment Company Act or any other federal
securities law, the Adviser and the Trust shall not be liable for any losses,
claims, damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by the Sub-Adviser as a result of any error of judgment or
mistake of law by the Adviser with respect to each Fund, except that nothing in
this Agreement shall operate or purport to operate in any way to exculpate,
waive or limit the liability of the Adviser for, and the Adviser shall indemnify
and hold harmless the Sub-Adviser, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the Investment Company Act) and all controlling
persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (i) any willful misconduct, bad faith,
reckless disregard or gross negligence of the Adviser in the performance of any
of its duties or obligations hereunder or (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials pertaining to the Fund(s)
or the omission to state therein a material fact known to the Adviser that was
required to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees
expressly for use therein and provided that the Adviser gave the Sub-Adviser a
reasonable advance opportunity to review and comment on all such Fund materials
that relate to the Sub-Adviser.
5. REPRESENTATIONS
OF THE ADVISER
The
Adviser represents, warrants and agrees that:
(a) The
Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the
provision of investment services to each Fund as contemplated
hereby.
(b) The
Adviser (i) is registered as an investment adviser under the Advisers Act and
will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act
or other law, regulation or order from performing the services contemplated by
this Agreement; (iii) to the best of its knowledge, has met and will seek to
continue to meet for so long as this Agreement is in effect, any other
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency necessary to be met in order to
perform the services contemplated by this Agreement; and (iv) will promptly
notify the Sub-Adviser of the occurrence of any event that would disqualify the
Adviser from serving as investment manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise. The Adviser will also
promptly notify the Sub-Adviser if it is served or otherwise receives notice of
any action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, regulatory agency, involving the
affairs of the Fund(s), provided, however, that routine regulatory examinations
shall not be required to be reported by this provision.
6. REPRESENTATIONS
OF THE SUB-ADVISER
The
Sub-Adviser represents, warrants and agrees as follows:
(a) The
Sub-Adviser (i) is registered as an investment adviser under the Advisers Act
and will continue to be so registered (or shall qualify for an exemption from
registration) for so long as this Agreement remains in effect; (ii) is not
prohibited by the Investment Company Act, the Advisers Act or other law,
regulation or order from performing the services contemplated by this Agreement;
(iii) to the best of its knowledge, has met and will seek to continue to meet,
for so long as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will promptly notify the
Adviser of the occurrence of any event that would substantially impair the
Sub-Adviser's ability to fulfill its commitment under this Agreement or
disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the Investment Company Act or
otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser
if it is served or otherwise receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public
board or body, involving the affairs of the Fund(s), provided, however, that
routine regulatory examinations shall not be required to be reported by this
provision.
(b) The
Sub-Adviser has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the
Advisers Act and will provide the Adviser and the Board with a copy of such code
of ethics, together with evidence of its adoption. Within forty-five days of the
end of the last calendar quarter of each year that this Agreement is in effect,
and as otherwise requested, the president, Chief Operating Officer, compliance
officer or a vice-president of the Sub-Adviser shall certify to the Adviser that
the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1
during the previous year and that there has been no material violation of the
Sub-Adviser's code of ethics or, if such a material violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees
or its agents to examine the reports required to be made to the Sub-Adviser by
Rule 17j-l(c)(l) and Rule 204A-l(b) and all other records relevant to the
Sub-Adviser's code of ethics but only to the extent such reports and/or records
relate to the provision of services hereunder.
(c) The
Sub-Adviser has adopted and implemented and will maintain (a) in accordance with
Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably
designed to prevent violation by the Sub-Adviser and its supervised persons (as
such term is defined by the Advisers Act) of the Advisers Act and the rules
thereunder; and (b) to the extent that the Sub-Adviser's activities or services
could affect the Fund(s), policies and procedures reasonably designed to prevent
violation of the federal securities laws (as such term is defined in Rule 38a-1
under the Investment Company Act) by the Fund(s) and the
Sub-Adviser.
(d) The
Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV,
which as of the date of this Agreement is its Form ADV as most recently filed
with the SEC and promptly will furnish a copy of all material amendments to the
Trust and the Adviser at least annually. Such amendments shall reflect those
material changes in the Sub-Adviser's organizational structure, professional
staff or other significant developments affecting the Sub-Adviser's services
hereunder, which are required by the Advisers Act.
(e) The
Sub-Adviser will notify the Trust and the Adviser of any assignment of this
Agreement or change of control of the Sub-Adviser, as applicable, and any
changes in the key personnel who are either the portfolio manager(s) of the
Fund(s) or senior management of the Sub-Adviser with management responsibilities
relating to the services hereunder, in each case prior to or promptly after,
such change. The Sub-Adviser agrees to bear all reasonable expenses of the
Trust, if any, arising out of an assignment or change in control of the
Sub-Adviser.
(f) The
Sub-Adviser will notify the Adviser immediately upon detection of (a) any
failure to manage the Fund(s) in accordance with the Fund(s)' stated investment
objectives and policies or any applicable law; or (b) any breach of any of the
Fund(s)' or the Sub-Adviser's policies, guidelines or procedures related to the
Fund(s).
(g) The
Sub-Adviser agrees to maintain an appropriate level of errors and omissions or
professional liability insurance coverage.
(h) The
Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in
any way refer directly
or indirectly to its relationship with the Trust, the Fund(s), the Adviser or
any of their respective affiliates in offering, marketing or other promotional
materials without the express written consent of the Adviser, except as required
by rule, regulation or upon the request of a governmental authority. However,
the Sub-Adviser may use the performance of the Fund in its composite
performance.
7. NON-EXCLUSIVITY
The
services of the Sub-Adviser to the Adviser, the Fund(s) and the Trust are not to
be deemed to be exclusive, and the Sub-Adviser shall be free to render
investment advisory or other services to others and to engage in other
activities, provided the Sub-Adviser furnishes in its Form ADV adequate
disclosure of possible conflicts of interest and implements procedures designed
to mitigate or eliminate such conflicts. It is understood and agreed that the
directors, officers, and employees of the Sub-Adviser are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, directors, trustees, or employees
of any other firm or corporation.
8. SUPPLEMENTAL
ARRANGEMENTS
The
Sub-Adviser may from time to time employ or associate itself with any person it
believes to be particularly suited to assist it in providing the services to be
performed by such Sub-Adviser hereunder, provided that no such person shall
perform any services with respect to the Fund(s) that would constitute an
assignment or require a written advisory agreement pursuant to the Investment
Company Act, and provided further that the Sub-Adviser will be fully liable for
all acts or omissions of any such person to the same extent as if they were the
Adviser's own acts or omissions, Any compensation payable to such persons shall
be the sole responsibility of the Sub-Adviser, and neither the Adviser nor the
Trust shall have any obligations with respect thereto or otherwise arising under
the Agreement.
9. REGULATION
Each
party agrees to provide reasonable cooperation to the other party in furtherance
of this Agreement, including without limitation providing relevant information,
reports, or other materials pursuant to a request or requirement of regulatory
and administrative bodies having jurisdiction the party seeking such
cooperation.
10. RECORDS
The
records relating to the services provided under this Agreement shall be the
property of the Trust and shall be under its control; however, the Adviser will
cause the Trust shall furnish to the Sub-Adviser such records and permit it to
retain such records (either in original or in duplicate form, in the discretion
of the Trust) as it shall reasonably require in order to carry out its business.
In the event of the termination of this Agreement, such other records shall
promptly be returned to the Trust by the Sub-Adviser free from any claim or
retention of rights therein, provided that the Sub-Adviser may retain copies of
any such records that are required by law or regulation or reasonably required
in order to carryout its business. The Sub-Adviser shall keep confidential any
information obtained in connection with its duties hereunder and is either
identified as confidential or by its nature or means of receipt would be
considered confidential and disclose such information only if the Trust has
authorized such disclosure or if such disclosure is expressly required or
requested by applicable federal or state regulatory authorities, or otherwise
required by law.
11. DURATION
OF AGREEMENT
This
Agreement shall become effective upon the date first above written, provided
that this Agreement shall not take effect unless it has first been approved: (i)
by a vote of a majority of those trustees of the Trust who are not "interested
persons" (as defined in the Investment Company Act) of any party to this
Agreement ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall continue in
effect for a period more than two years from the date of its execution only so
long as such continuance is specifically approved at least annually by the vote
of a majority of the Independent Trustees cast in person at a meeting called for
the purpose of voting on such approval and either (A) the Board or (B) the vote
of a majority of the outstanding voting securities of the
Fund.
12. ASSIGNMENT
AND TERMINATION OF AGREEMENT
This
Agreement may be terminated at any time, without the payment of any penalty by
the Adviser or the Sub-Adviser on sixty (60) days' written notice to the other
party. This Agreement may be terminated at any time by the Board or the vote of
a majority of the outstanding voting securities of the Fund, in either case on
sixty (60) days' written notice to Nuveen and without the payment of any
penalty. This Agreement will automatically terminate, without the payment of any
penalty, (i) in the event of its assignment (as defined in the Investment
Company Act), or (ii) in the event the Investment Advisory Agreement between the
Adviser and the Trust is assigned (as defined in the Investment Company Act) or
terminates for any other reason. This Agreement will also terminate upon written
notice to the other party that the other party is in material breach of this
Agreement, unless the other party in material breach of this Agreement cures
such breach to the reasonable satisfaction of the party alleging the breach
within thirty (30) days after written notice.
Notwithstanding
the foregoing, no assignment shall be deemed to result from any changes in the
directors, officers or employees of such Sub-Adviser except as may be provided
to the contrary in the Investment Company Act or the rules or regulations
thereunder.
13. AMENDMENTS
TO THE AGREEMENT
Except to
the extent permitted by the Investment Company Act or the rules or regulations
thereunder or pursuant to no-action relief granted by the SEC Staff or exemptive
relief granted by the SEC, this Agreement may be amended by the parties only if
such amendment, if material, is specifically approved by the vote of a majority
of the outstanding voting securities of a Fund and by the vote of a majority of
the Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to the Fund if the amendment is approved by a vote of a majority of
the outstanding voting securities of the Fund, notwithstanding that the
amendment may not have been approved by a vote of a majority of the outstanding
voting securities of any other Fund affected by the amendment or all the series
of interests of the Trust.
Any
change, waiver, discharge or termination of a provision of this Agreement,
whether or not such change is deemed to be material, may be made only by an
instrument in writing signed by both the Adviser and the
Sub-Adviser.
14. ENTIRE
AGREEMENT
This
Agreement contains the entire understanding and agreement of the parties with
respect to each Fund.
This
Agreement may be executed in two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute one and the same document.
15. HEADINGS
The
headings in the sections of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.
16. NOTICES
All
notices required to be given pursuant to this Agreement shall be delivered or
mailed to the address listed below of each applicable party in person or by
registered or certified mail or a private mail or delivery service providing the
sender with notice of receipt or such other address as specified in a notice
duly given to the other parties. Notice shall be deemed given on the date
delivered or mailed in accordance with this paragraph.
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For:
|
|
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State
Street Financial Center
0
Xxxxxx Xxxxx, 0& Xxxxx
Xxxxxx,
XX 00000
Attn:
Secretary
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For:
|
SSgA
Funds Management, Inc.
State
Street Financial Center
0
Xxxxxxx Xxxxxx
Xxxxxx,
XX 00000
Attn:
Chief Compliance Officer
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For:
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Nuveen
Asset Management
000
Xxxx Xxxxxx Xxxxx
Xxxxxxx
XX 00000
Attn:
Legal Department
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17. SEVERABILITY
Should
any portion of this Agreement for any reason be held to be void in law or
in equity, the Agreement shall be construed, insofar as is possible, as if such
portion had never been contained herein.
18. [DELETED]
19. GOVERNING
LAW
The
provisions of this Agreement shall be construed and interpreted in accordance
with the laws of the Commonwealth of Massachusetts. To the extent that the laws
of the Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
20. INTERPRETATION
Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the Investment
Company Act shall be resolved by reference to such term or provision of the
Investment Company Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC validly issued pursuant to the
Investment Company Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," "interested persons," "assignment," and
"affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
21. RIGHTS
OF FUND
Each Fund
is hereby expressly made a third-party beneficiary of this Agreement and shall
have the full right to enforce any and all provisions of this Agreement for its
benefit and to proceed directly against the Sub-Adviser for any breach of any
provision of this Agreement or for any loss, damage, claim, liability arising
due to any act or omission on the part of the Sub-Adviser to the same extent as
if such Fund itself were a party to this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date first mentioned
above.
NUVEEN
ASSET MANAGEMENT
By:
Name: /s/
Xxxxxxx Xxxxxxx
Title:
Managing Director
SSgA
FUNDS MANAGEMENT, INC.
By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Vice President
Acknowledged:
On behalf
of State Street Short-Term Tax Exempt Bond Portfolio
By: /s/ Xxxxx X. Xxxx
Name:
Xxxxx X. Xxxx
Title:
President
APPENDIX
A
Sub-Adviser
Compensation
The
Adviser shall pay the Sub-Adviser, upon receipt of an invoice, a monthly fee for
its services for the Funds listed below in the amount of 50% of the advisory fee
paid by the Fund to the Adviser set forth below ("Advisory
Fee").
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Fund
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Advisory
Fee
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State
Street Short-Term Exempt Bond Portfolio
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0.10%
(annualized) of average daily net assets, to be reduced to the extent of
any waiver by the Adviser of such Advisory
Fee
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