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Exhibit 99h.5
FORM OF
SSGA INTERNATIONAL LIQUIDITY FUND
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT dated as of ________________ by and between SSgA
International Liquidity Fund (the "Trust"), a Massachusetts business trust,
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX
00000-0000, and _________________________ (the "Agent"). The Agent wishes to act
as the agent of its customers (the "Customers") in performing certain
administrative functions in connection with purchases and redemptions of shares
of beneficial interest of certain series of the Trust described in Section 1
hereof ("Shares") from time to time upon the order and for the account of
Customers, and to provide related services to its Customers in connection with
their investments in the Trust. It is in the interest of the Trust to make the
services of the Agent available to Customers who are or may become shareholders
of the Trust.
In consideration of the foregoing recitals and the mutual covenants
herein contained, the Trust and the Agent hereby agree as follows:
1. APPOINTMENT. The Agent hereby agrees to perform the services
set forth below for Customers. Each series of the Trust for which the Agent acts
as a servicing agent pursuant to this Agreement is hereinafter referred to as a
"Fund." The Agent's appointment hereunder is non-exclusive, and the parties
recognize and agree that, from time to time, the Trust may enter into other
shareholder servicing agreements, with other financial institutions. As used in
this Agreement, "Shares" shall mean: (i) with respect to a Fund whose shares
have no class designation, all shares of beneficial interest in that Fund, and
(ii) with respect to a Fund whose shares do have class designations, the Global
Service shares of that Fund.
2. SERVICES TO BE PERFORMED. The Agent shall be responsible for
performing shareholder account servicing functions, which shall include without
limitation:
(a) assisting in processing Customer purchase and redemption
requests;
(b) answering Customer inquiries regarding account status and
history, the manner in which purchase and redemptions of the Shares may be
effected, and certain other matters pertaining to the Trust;
(c) providing necessary personnel and facilities to establish
and maintain certain shareholder accounts and records, as requested from time to
time by the Trust;
(d) arranging for the wiring of funds;
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(e) transmitting and receiving funds in connection with
Customer orders to purchase or redeem Shares;
(f) providing periodic statements showing a Customer's account
balances and, to the extent practicable, integration of such information with
other client transactions otherwise effected with or through the Agent;
(g) furnishing (either separately or on an integrated basis
with other reports sent to a Customer by the Agent) monthly and annual
statements and confirmations of all purchases and redemptions of Shares in a
Customer's account;
(h) aggregating and processing Customer purchase and
redemption requests for Shares and placing net purchase and redemption orders
with the Trust's transfer agent (currently BISYS Fund Services, Inc. ("BISYS"),
including any designee of BISYS, "Transfer Agent") in the manner described in
Section 4 hereof;
(i) providing complete subaccounting services and maintaining
complete subaccounting records regarding Shares beneficially owned by Customers;
(j) processing dividend payments;
(k) transmitting proxy statements, annual and semi-annual
reports, prospectuses and other communications from the Trust to Customers;
(l) receiving, tabulating and transmitting to the Trust
proxies executed by Customers with respect to annual and special meetings of
shareholders of the Trust;
(m) preparing and filing U.S. Treasury Department Forms 1099
and other appropriate forms required with respect to dividends and distributions
by federal authorities; and
(n) providing such other related services as the Trust or a
Customer may reasonably request.
The Agent shall provide all personnel, facilities and equipment necessary in
order for it to perform the functions described in this paragraph with respect
to its Customers. The Agent shall exercise reasonable care in performing all
such services and shall be liable for any failure to exercise such reasonable
care.
3. FEES.
(a) FEES FROM THE TRUST. In consideration for the services
described in Section 2 hereof, the Trust shall pay the Agent a fee as described
in Attachment A hereto. All fees shall be paid monthly in arrears.
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(b) FEES FROM CUSTOMERS. It is agreed that the Agent may
impose certain conditions on Customers, in addition to or different from those
imposed by the Trust, such as requiring a minimum initial investment or charging
Customers direct fees for the same or similar services as are provided hereunder
by the Agent as Agent (which fees may either relate specifically to the Agent's
services with respect to the Trust or generally cover services not limited to
those with respect to the Trust). The Agent shall xxxx Customers directly for
such fees. In the event the Agent charges Customers such fees, it shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Trust
pursuant to Section 3(a) of this Agreement. It is understood, however, that in
no event shall the Agent have recourse or access to the account of any
shareholder of the Trust except to the extent expressly authorized: (i) by law;
(ii) by the Trust; or (iii) by such shareholder for payment of any direct fees
referred to in this Section 3(b).
4. PURCHASE AND REDEMPTION ORDERS.
(a) Agent will open with Transfer Agent an omnibus account.
Capital gains and dividend distributions payable with respect to Shares held in
the account shall be paid in additional Shares of the Fund. Transfer Agent shall
designate an account number for the account.
(b) For each business day on which any Customer places with
Agent a purchase or redemption order for Shares of a Fund, Agent shall aggregate
all such purchase orders and aggregate all such redemption orders and
communicate to Transfer Agent, by facsimile or, where feasible, by direct or
indirect systems access, an aggregate purchase order and an aggregate redemption
order for each omnibus account. To be effective on the date received, all orders
must:
(i) be received by Agent from Customers prior to [4:00
p.m.] Eastern time and transmitted to Transfer Agent prior to [9:00 a.m. Eastern
time on the next succeeding business day]; and
(ii) in the case of an aggregate purchase request, federal
funds in the amount of the purchase request must be wired from the custodial
account of the Customer to Transfer Agent prior to 4:00 p.m. Eastern time on the
next succeeding business day. Funds should be wired to Transfer Agent at
__________________________________.
(c) Prior to _____ Eastern time each business day, Agent shall
receive from Transfer Agent the net asset value per share of each Share of each
Fund for that business day.
(d) In the case of a redemption order, federal funds in the
amount of the redemption order shall be wired by ________ Eastern time on the
settlement date to the Agent at ________________________________. Each party
shall bear the cost of any wire transfer that it sends.
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(e) In the event adjustments are required to correct any error
in the computation of the net asset value or public offering price of Fund
Shares, the Trust shall notify Agent prior to making any adjustments and
describe the need for such adjustments (including the date of the error, the
incorrect price and the correct price). In such case, an appropriate adjustment
shall be made to the relevant omnibus account(s) and Agent shall make
corresponding adjustments to the accounts of its Customers.
(f) The Trust may cease offering Shares at any time, and in
its sole discretion may refuse any purchase order. Further, the Trust shall not
be required to accept orders for redemption of Shares of a Fund under this
Section 4 if the Trust has suspended redemptions with respect to such Fund in
accordance with Section 22(e) of the Investment Company Act of 1940, as amended
(the "1940 Act").
(g) For the purposes of this Agreement, "business day" shall
mean:
(i) with respect to a Fund that maintains a stable net
asset value per share, each day that banks in New York City and the New York
Stock Exchange are open for business; and
(ii) with respect to all other Funds, each day that the
New York Stock Exchange is open for business.
5. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.
(a) As to each Fund, as soon as practicable after the
announcement of a distribution, Agent shall be notified of the ex-date, record
date, payable date, distribution rate per Share, record date Share balances and
cash and reinvestment payment amounts.
(b) On the payable date, the Trust shall wire the cash
distribution from the appropriate Fund to Agent at __________________________.
(c) For each Fund that pays daily dividends, the Trust shall
provide on a daily basis, the following record date information: daily rate,
account share balance, account accrual dividend amount (for that day), account
accrual dividend amount (for period to date), and account transfers and
period-to-date accrual amounts. Such information shall be provided by facsimile
to ____________________.
(d) For annual tax reporting purposes, the Trust shall inform
Agent of the portion of distributions that include any of the following: foreign
source income, tax exempt income by state of origin, or return of capital.
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6. PREPARATION AND DISTRIBUTION OF WRITTEN MATERIALS.
(a) The Trust shall provide Agent with sufficient numbers of
each Fund's prospectus as requested by Agent and a master copy of each Fund's
Statement of Additional Information ("SAI") offering Shares. As soon as
practicable following the filing under the Securities Act of 1933, as amended,
of an amendment to the Trust's Registration Statement or a definitive Prospectus
or SAI of any Fund or a supplement to the Prospectus or SAI of any Fund, the
Trust shall provide a master copy of the Prospectus and SAI of each Fund
affected by the amendment or a copy of such supplement. Agent shall not be
responsible for the preparing or filing with any governmental authority any
Registration Statement, Prospectus, SAI or Supplement for the Trust or any Fund.
However, upon reasonable request by the Trust or any of the Trust's service
providers, Agent shall timely provide information necessary for the Trust or any
of the Trust's service providers to: (i) prepare and file any of the written
materials mentioned in this Section 6 or (ii) otherwise comply with applicable
law regarding the Trust.
(b) Agent shall timely provide copies of the following
materials to Customers: proxy statements, annual reports and semi-annual
reports. At no expense to Agent, the Trust shall provide Agent with as many
copies of such materials as Agent may reasonably request. Such materials shall
be sent to Agent at the following address: _______________________________.
Agent agrees to reimburse the Trust for the cost of materials if and to the
extent required by Attachment B to this Agreement.
7. CAPACITY AND AUTHORITY TO ACT. The Agent and its officers,
employees and agents are not authorized to make any representations concerning
the Trust or the Shares to Customers or prospective Customers, excepting only
accurate communication of factual information contained in the then-current
Prospectus and SAI offering Shares of the relevant Fund or such other
communications as may be expressly authorized by the Trust. In performing its
services under this Agreement, the Agent shall act as agent for the Customer and
shall have no authority to act as agent for the Trust. Upon request by the
Trust, the Agent shall provide the Trust with copies of any materials which are
generally circulated by the Agent to its Customers or prospective Customers. The
Agent and its officers and employees shall be available during normal business
hours to consult with the Trust and the Trust's other service providers
concerning the performance of the Agent's responsibilities under this Agreement.
8. USE OF THE TRUST'S NAME. The Agent shall not use the name of
the Trust (other than for internal use in connection with performing its duties
under this agreement) in a manner not approved by the Trust prior thereto in
writing; PROVIDED, HOWEVER, that the approval of the Trust shall not be required
for the use of the Trust's name or the name of any Fund in connection with
communications permitted by Section 7 hereof or for any use of the Trust's name
or the name of any Fund which merely refers accurately to the Agent's role
hereunder or which is required by the Securities and Exchange Commission or any
state
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securities authority or any other appropriate regulatory, governmental or
judicial authority provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
9. USE OF THE AGENT'S NAME. The Trust shall not use the name of
the Agent in any prospectus, sales literature or other material relating to the
Trust in a manner not approved by the Agent prior thereto in writing; PROVIDED,
HOWEVER, that the approval of the Agent shall not be required for any use of its
name which merely refers accurately to its appointment hereunder or which is
required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
10. SECURITY. The Agent represents and warrants that, to the best
of its knowledge, the various procedures and systems which it has implemented
(including provision for twenty-four hours a day restricted access) with regard
to safeguarding from loss or damage attributable to fire, theft or any other
cause the Agent's records, data, equipment, facilities and other property used
in the performance of its obligations hereunder are adequate and that it will
make such changes therein from time to time as in its judgment are required for
the secure performance of its obligations hereunder. From time to time and upon
request, Agent shall permit the Trust or its designees to make a reasonable
inspection of Agent's security systems and procedures.
11. COMPLIANCE WITH LAWS; ETC. The Agent shall comply with all
applicable federal and state laws and regulations, including securities laws.
The Agent represents and warrants to the Trust that the performance of all its
obligations hereunder will comply with all applicable laws and regulations, the
provisions of its charter documents and by-laws and all material contractual
obligations binding upon the Agent. The Agent furthermore undertakes that it
will promptly inform the Trust of any change in applicable laws or regulations
(or interpretations thereof) or in its charter or by-laws or material contracts
which would prevent or impair full performance of any of its obligations
hereunder.
12. REPORTS. To the extent requested by the Trust from time to
time, the Agent agrees that it will provide the Trust with a written report of
the amounts expended by the Agent pursuant to this Agreement and the purposes
for which such expenditures were made. Such written reports shall be in a form
satisfactory to the Trust and shall supply all information necessary for the
Trust to discharge its responsibilities under applicable laws and regulations.
13. RECORD KEEPING; REPORTING.
(a) SECTION 31(a), ETC. The Agent shall maintain records in a
form acceptable to the Trust and in compliance with applicable laws and the
rules and regulations of the Securities and Exchange Commission, including, but
not limited to, the record-keeping requirements of Section 31(a) of the 1940 Act
and the rules thereunder. Such records shall be deemed to be the property of the
Trust and will be made available, at the Trust's request, for inspection and use
by the Trust representatives of the Trust and governmental authorities.
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Agent shall permit the Trust and the Trust's other service providers reasonable
access to such information when necessary for the Trust or any such person to
comply with applicable law. In such case, the Trust shall cause such information
to remain confidential and shall not permit such information to be used by any
party or disclosed to any additional party except with Agent's written consent
or as required by applicable law or judicial process. The Agent agrees that, for
so long as it retains any records of the Trust, it will meet all reporting
requirements pursuant to the 1940 Act with respect to such records. The
record-keeping obligations imposed in this Section 13(a) shall survive the
termination of this Agreement.
(b) REPORTING OF PAYMENTS. From time to time, and upon
reasonable notice from the Trust, the Agent shall provide the Trust a written
accounting of all payments that the Agent receives under this Agreement.
(c) TRANSFER OF CUSTOMER DATA. In the event this Agreement is
terminated or a successor to the Agent is appointed, the Agent shall, at the
expense of the Trust, transfer to such designee as the Trust may direct a
certified list of the shareholders of the Trust serviced by the Agent (with
name, address and tax identification or Social Security number), a complete
record of the account of each such shareholder and the status thereof, and all
other relevant books, records, correspondence and other data established or
maintained by the Agent under this Agreement. In the event this Agreement is
terminated, the Agent will use its best efforts to cooperate in the orderly
transfer of such duties and responsibilities, including assistance in the
establishment of books, records and other data by the successor.
14. FORCE MAJEURE. The Agent shall not be liable or responsible for
delays or errors by reason of circumstances beyond its control, including, but
not limited to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, Acts of God,
insurrection, war, riots or failure of communication or power supply.
15. INDEMNITY.
(a) INDEMNIFICATION OF THE TRUST. The Agent shall indemnify
and hold the Trust harmless from and against any and all losses, claims,
damages, liabilities and expenses incurred by the Trust and resulting from any
Claim brought against the Trust and resulting from (i) the bad faith or
negligence of the Agent, its officers, employees or agents, or (ii) any breach
of its obligations under this Agreement or applicable law by the Agent, its
officers, employees or agents, or (iii) any false or misleading statement
contained in any communication by the Agent to any Customer or prospective
Customer not prepared by or expressly authorized by the Trust for use of the
Agent.
In any case in which the Agent may be asked to indemnify or
hold the Trust harmless, the Agent shall be advised of all pertinent facts
concerning the situation in question and the Trust shall use reasonable care to
identify and notify the Agent promptly concerning any situation which presents
or appears likely to present a claim for indemnification against the
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Agent. The Agent shall have the option to defend the Trust against any Claim
which may be the subject of indemnification hereunder. In the event that the
Agent elects to defend against such Claim, the defense shall be conducted by
counsel chosen by the Agent and satisfactory to the Trust. The Trust may retain
additional counsel at its expense. Except with the prior written consent of the
agent, the Trust shall not confess any Claim or make any compromise in any case
in which the Agent will be asked to indemnify the Trust.
(b) INDEMNIFICATION OF THE AGENT. The Trust shall indemnify
and hold the Agent harmless from and against any and all losses, claims,
damages, liabilities and expenses incurred by the Agent and resulting from any
Claim brought against the Agent and resulting from (i) the bad faith or
negligence of the Trust, its officers, employees or agents, or (ii) any breach
of its obligations under this Agreement or applicable law by the Trust, its
officers, employees or agents, or (iii) any untrue statement, or alleged untrue
statement of a material fact including, without limitation, any such statement
or omission made in the Trust's Registration Statement or any Fund's Prospectus
or SAI, or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated in either the Registration Statement
or any Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that the Trust's agreement to indemnify such
persons shall not be deemed to cover any losses, claims, demands, liabilities or
expenses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement or any
Prospectus or SAI in reliance upon and in conformity with information furnished
to the Trust by Agent specifically for use in the preparation thereof.
In any case in which the Trust may be asked to indemnify or
hold the Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Agent shall use reasonable care to
identify and notify the Trust promptly concerning any situation which presents
or appears likely to present a claim for indemnification against the Trust. The
Trust shall have the option to defend the Agent against any claim which may be
the subject of indemnification hereunder. In the event that the Trust elects to
defend against such claim the defense shall be conducted by counsel chosen by
the Trust and satisfactory to the Agent. The Agent may retain additional counsel
at its expense. Except with the prior written consent of the Trust, the Agent
shall not confess any claim or make any compromise in any case in which the
Trust will be asked to indemnify the Agent.
(c) SURVIVAL OF INDEMNITIES. The indemnities granted by the
parties in this Section 15 shall survive the termination of this Agreement.
16. INSURANCE. The Agent shall maintain reasonable insurance
coverage against any and all liabilities which may arise in connection with the
performance of its duties hereunder. Upon request, Agent shall produce
certificates of coverage satisfactory to the Trust demonstrating compliance with
this Section 16.
17. NOTICES. All notices or other communications hereunder to
either party shall be in writing and shall be deemed sufficient if mailed to
such party at the address of such party set
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forth in the preamble of this Agreement or at such other address as such party
may have designated by written notice to the other.
18. FURTHER ASSURANCES. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
19. TERMINATION. This Agreement may be terminated by either party,
without the payment of any penalty, by the Trust at any time upon not more than
60 days' nor less than 30 days' notice, by a vote of a majority of the Board of
Trustees of the Trust who are not "interested persons" of the Trust (as defined
in the 0000 Xxx) and have no direct or indirect financial interest in the
operation of any Plan of Distribution pursuant to Rule 12b-1 to which this
Agreement is related (a "Plan"), this Agreement or any other agreement related
to any such Plan (the "Qualified Trustees"), or (as to a particular Fund) by the
affirmative vote of the holders of a majority of the outstanding Shares (as
defined in the 0000 Xxx) of the Fund. The Agent may terminate this Agreement
upon not more than 60 days' nor less than 30 days' notice to the Trust.
Notwithstanding anything herein to the contrary, this Agreement may not be
assigned and shall terminate automatically without notice to either party upon
any assignment. Upon termination hereof, the Trust shall pay such compensation
as may be due the Agent as of the date of such termination. Upon and following
termination the parties shall take such steps as may be necessary or expedient
for the parties and the Trust to comply with applicable law.
20. CHANGES; AMENDMENTS. This Agreement may be changed or amended
only by written instrument signed by both parties.
21. LIMITATION OF LIABILITY. The Trust's Master Trust Agreement,
dated August 13, 1996 (the "Master Trust Agreement"), as amended from time to
time, establishing the Trust, provides that the Trustees from time to time
serving (as Trustees but not personally) under said Master Trust and it is
expressly acknowledged and agreed that, any and all obligations of the Trust
hereunder shall not be binding upon any of the Shareholders, Trustees, officers,
employees or agents of the Trust, personally, but shall bind only the assets and
property of the Trust, as provided in its Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees of the Trust
and signed by an officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in its Master Trust Agreement.
22. MISCELLANEOUS. This Agreement shall be construed and enforced
in accordance with and governed by the laws of The Commonwealth of
Massachusetts. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
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23. CONTINUATION. Unless sooner terminated pursuant to Section 19
hereof, this Agreement shall continue in effect with respect to each Fund
subsequent to the initial terms specified herein for so long as such continuance
is specifically approved at least annually by votes of a majority of both (i)
the Board of Trustees of the Trust, and (ii) the Qualified Trustees, cast in
person at a meeting called for the purpose of voting on this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth above.
TRUST:
SSgA International Liquidity Fund
By:
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AGENT:
By:
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ATTACHMENT A
TO
SHAREHOLDER SERVICING AGREEMENT
Each of the following series of SSgA International Liquidity Fund shall
be considered a "Fund" under Section 1 of the Shareholder Servicing Agreement,
dated as of _________________ and between SSgA International Liquidity Fund and
_________________. The fees to be paid pursuant to Section 3 of this Agreement
are indicated opposite the Fund name.
PORTFOLIO NAME FEE FROM THE TRUST, BASED ON THE
AVERAGE DAILY VALUE OF ALL SHARES OF
THE GLOBAL SERVICE CLASS OF EACH
FUND OWNED BY CUSTOMERS:
U.S. Dollar Fund .25 of 1%
Euro Fund .25 of 1%
Canadian Dollar Fund .25 of 1%
Euro Fund .25 of 1%
And such other Funds, as may be established from time to time.
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ATTACHMENT B
TO
SHAREHOLDER SERVICING AGREEMENT
Agent agrees to reimburse BISYS as follows:
Prospectuses:
Cost Units
---- -----
@ Cost* per unit in excess of 1,000
Statements of Additional Information:
Cost Units
---- -----
@ Cost** per unit in excess of 1
Supplemental Sales Literature
As may be agreed upon in writing from time to time.
-----------------------
* Est. __(cent) per copy.
** Est. __(cent) per copy.
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