Exhibit (6)(a)
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT made as of this 1st day of May 1990, by and between
MetLife - State Street Investment Services, Inc., a corporation organized under
the laws of the Commonwealth of Massachusetts having its place of business in
Boston, Massachusetts (the "Distributor"), and State Street Master Investment
Trust, a Massachusetts business trust having its principal place of business in
Boston, Massachusetts (the "Master Trust"), which Master Trust proposes to offer
shares of beneficial interest in different series representing interests in
separate portfolios of assets (each series being referred to herein as a "Fund"
and such series being referred to herein collectively as the "Funds").
WITNESSETH:
In consideration of the agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, it is agreed:
1. Appointment of Distributor.
(a) Appointment. The Master Trust hereby appoints the Distributor as
its exclusive agent to sell and distribute shares of the Fund in existence as of
the date hereof (the "Initial Fund") and the Distributor hereby accepts such
appointment and agrees during the term of this Agreement to provide the services
and to assume the obligations herein set forth. In the event that the Master
Trust establishes one or more series of shares other than the Initial Fund with
respect to which it desires to retain the Distributor to serve as distributor
and principal underwriter hereunder, it shall so notify the Distributor in
writing. If the Distributor is willing to render such services, it shall so
notify the Master Trust in writing, whereupon such series of shares shall become
a Fund hereunder. In such event a writing signed by both the Master Trust and
the Distributor shall be annexed hereto as a part hereof indicating that such
additional series of shares has become a Fund hereunder.
(b) Sales of Shares. Shares of each Fund shall be sold at the offering
price thereof as from time to time determined in the manner herein provided. The
Master Trust agrees that it will not, without the Distributor's consent, sell or
agree to sell any shares of a Fund otherwise than through the Distributor,
except that the Master Trust may (a) sell shares for not less than the net asset
value thereof as an investment to such persons or classes of persons as may be
indicated in the Prospectus of the Master Trust as amended and in effect from
time to time; (b) issue or sell shares for not less than the net asset value
thereof directly to holders of shares of any Fund upon such terms
and for such consideration, if any, as it may determine, whether in connection
with the distribution of subscription or purchase rights, the payment or
reinvestment of distributions or dividends, the exercise of any applicable
reinvestment privilege, or otherwise; (c) issue or sell shares for not less than
the net asset value thereof of any Fund to the shareholders of any other Fund or
investment company in connection with the exercise of exchange privileges
offered by the Master Trust; and (d) issue shares for not less than the net
asset value thereof in connection with a merger, consolidation or acquisition of
assets on such basis as may be authorized or permitted under the Investment
Company Act of 1940, as amended (the "1940 Act").
2. Basis of Sale of Shares; Selected Dealers. The Distributor does not
agree to sell any specific number of shares. Shares will be sold by the
Distributor as agent for Funds and the Master Trust only against orders
therefor. The Distributor will not purchase shares except as agent for the
Master Trust. Notwithstanding anything herein to the contrary, the Master Trust
may terminate, suspend or withdraw the offering of shares whenever, in its sole
discretion, it deems such action desirable. In connection with its performance
of services hereunder, the Distributor may engage other persons to act as
selected dealers.
3. Compensation.
(a) Offering Price/Sales Charge. The offering price for shares of any
Fund of the Master Trust shall be the "net asset value per share" for that Fund
determined in accordance with the Master Trust Agreement of the Master Trust, as
amended (the "Master Trust Agreement"), plus a sales charge payable to the
Distributor as set forth in the Master Trust's Prospectus as from time to time
amended and in effect. The Distributor may reallow such portions of such sales
charges as dealer concessions to dealers through whom sales are made as the
Distributor may determine consistent with the terms of the Master Trust's
Prospectus as from time to time amended and in effect; provided, however, that
the sales charge to each purchaser of shares shall not exceed that set forth for
such category of purchaser in the Master Trust's Prospectus as from time to time
amended and in effect. The Distributor may also pay from its own funds a monthly
commission, if any, with respect to sales to the extent consistent with and as
contemplated by the Master Trust's Prospectus as from time to time amended and
in effect. The net asset value per share for each Fund shall be determined at
such time and on such days as are established by the Board of Trustees of the
Master Trust from time to time.
(b) 12b-1 Expenses. In the event that the Master Trust adopts a
distribution plan pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"),
the Distributor agrees to fulfill any obligations it may have under the 12b-1
Plan.
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4. Manner of Offering. The Distributor will comply with the securities laws
of any jurisdiction in which it sells, directly or indirectly, any shares of the
Master Trust. The Distributor also agrees to furnish to the Master Trust
sufficient copies of any sales literature it intends to use in connection with
any sales of shares in adequate time for the Master Trust to review such sales
literature. The Distributor agrees that it will be responsible for filing and
clearing all such sales literature with the proper authorities before the same
is put in use to the extent required by applicable law, and not to use the same
until so filed and cleared.
The Distributor and the Master Trust each shall have the right to accept or
reject orders for the purchase of shares of the Master Trust. Any consideration
which the Distributor may receive in connection with a rejected purchase order
will be returned promptly to the prospective purchaser. The Distributor agrees
promptly to issue confirmations of all accepted purchase orders and to transmit
a copy of such confirmations to the Master Trust, or, if so directed, to any
duly appointed transfer or shareholder servicing agent of the Master Trust. If
the originating dealer shall fail to make timely settlement of its purchase
order in accordance with the rules of the National Association of Securities
Dealers, Inc. or other applicable requirements, the Distributor shall have the
right to cancel such purchase order and to hold the originating dealer
responsible. The Distributor agrees promptly to reimburse the Master Trust for
any amount by which the Master Trust's losses attributable to any such
cancellations or to accepted purchase orders exceed gains realized by the Master
Trust for either of such reasons in respect of other purchase orders. The Master
Trust shall register or cause to be registered all shares sold by the
Distributor pursuant to the provisions hereof in such name or names and amounts
as the Distributor may request from time to time.
The Distributor agrees that if any person tenders to the Master Trust
for redemption any shares purchased from the Master Trust within seven days of
the redemption request, the Distributor will promptly pay to the Master Trust
the full sales commission paid with respect to the shares so tendered for
redemption (in the case of sales by selected dealers, such payment shall be made
promptly after the Distributor's receipt of the same from the selected dealer
responsible for the sale), and no 12b-1 or other payments shall be payable with
respect thereto.
The Distributor hereby agrees to act as agent for the Master Trust in
connection with any share repurchase arrangements from time to time offered by
the Master Trust in accordance with the terms of the Master Trust's Prospectus
as from time to time amended.
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5. Securities Law. The Master Trust has delivered to the Distributor a copy
of its current Prospectus. The Master Trust agrees that it will use its best
efforts to continue the effectiveness of its Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), and the 1940 Act. The
Master Trust further agrees to prepare and file any amendments to such
Registration Statement and any supplemental data as may be necessary in order to
comply with the Securities Act and the 1940 Act. The Master Trust is presently
registered under the 1940 Act as an investment company, and it will use its best
efforts to maintain such registration and to comply with the requirements of
said Act.
At the Distributor's request, the Master Trust will take such steps as may
be necessary and feasible to qualify shares of the Funds for sale in states,
territories or dependencies of the United States of America, in the District of
Columbia and in foreign countries, in accordance with the laws thereof, and to
renew and extend any such qualification; provided, however, that the Master
Trust shall not be required to qualify shares or to maintain the qualification
of shares in any state, territory, dependency, district or country where it
shall deem such qualification disadvantageous to the Master Trust.
The Distributor agrees that it will (i) not use, distribute or disseminate
or authorize the use, distribution or dissemination by others in connection with
the sale of shares of the Funds, any statement, other than those contained in
the Master Trust's current Prospectus, except such supplemental literature or
advertising as shall be approved by the Master Trust, (ii) conform to the
requirements of all state and federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. relating to the sale of shares
of the Master Trust (including, without limitation, the maintenance of effective
broker-dealer registrations as required), and (iii) observe and be bound by all
the provisions of the Master Trust Agreement (and of any fundamental policies
adopted by the Master Trust pursuant to the 1940 Act, notice of which shall have
been given to the Distributor) which at the time in any way require, limit,
restrict or prohibit or otherwise regulate any action on the part of the
Distributor.
The Distributor further agrees that:
(a) the Distributor shall furnish to the Master Trust any information
with respect to the Distributor within the purview of any reports or
registrations required to be filed with any governmental authority; and
(b) the Distributor will not make any representations inconsistent
with the Registration Statement of the Master Trust filed under the Securities
Act, as from time to time amended and in effect.
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6. Allocation of Expenses.
(a) The Funds, either directly or through their investment adviser or
investment advisers, will be responsible for, and shall pay their allocable
portions of the expenses of:
(i) providing all necessary services, including fees and
disbursements of counsel, related to the preparation, setting in type, printing
and filing of any registration statement and/or prospectus required under the
Securities Act or the 1940 Act or under state securities laws covering their
shares, and all amendments and supplements thereto, the mailing of any such
prospectus to existing shareholders, and preparing, setting in type, printing
and mailing of periodic reports to existing shareholders;
(ii) the cost of all registration or qualification fees relating
to the Funds' shares, including the fees or expenses of qualifying the Master
Trust as a broker or dealer under laws of any state, if any;
(iii) the cost of preparing temporary and permanent share
certificates for shares, if any; and
(iv) any and all federal and state issue and/or transfer taxes
payable upon the issue by or (in the case of treasury shares) transfer from a
Fund of the shares distributed hereunder.
(b) The Distributor agrees that, after the Master Trust's Prospectus
and periodic reports have been set in type, it will bear the expense of printing
and distributing any copies thereof which are to be used in connection with the
offering of shares to prospective investors. The Distributor further agrees that
it will bear the expenses of preparing, printing and distributing any other
literature used by the Distributor or furnished by it for use in connection with
the offering of the shares for sale to the public, and any expenses of
advertising in connection with such offering. The Distributor will also pay fees
and expenses related to its registrations as a broker-dealer and fees for
services rendered by the Master Trust's transfer agent on behalf of the
Distributor.
(c) The Funds will be responsible for, and shall pay the expenses of,
maintaining shareholder accounts and furnishing or causing to be furnished to
each shareholder a statement of his account.
7. Distributor Is Independent Contractor. The Distributor shall be an
independent contractor. The Distributor is responsible for its own conduct, for
the employment, control and conduct of its agents and employees and for injury
to such agents or employees or to others through its agents or employees. The
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Distributor assumes full responsibility for its agents and employees under
applicable laws and agrees to pay all employer taxes relating thereto.
8. Term and Termination; Amendment.
(a) Term and Termination. This Agreement shall become effective with
respect to each Initial Fund as of the later of (i) the date on which a
Registration Statement with respect to its shares becomes effective under the
Securities Act, (ii) the date on which such Initial Fund commences offering its
shares to the public; and, with respect to any additional Fund, (i) on the date
of receipt by the Master Trust of notice from the Distributor in accordance with
Section l(a) hereof that the Distributor is willing to serve as Distributor with
respect to such Fund, or (ii) such other date with respect to an additional Fund
as the Master Trust and the Distributor mutually agree. Unless terminated as
herein provided, this Agreement shall remain in full force and effect with
respect to each Initial Fund until the date which is two years after the
effective date of this Agreement with respect to such Initial 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 periods of effectiveness
this Agreement shall continue in full force and effect, subject to the last
sentence of this Section 8(a), for successive one-year periods with respect to
each Fund so long as such continuance with respect to such Fund is approved at
least annually (a) by either the Trustees of the Master Trust or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of
such Fund, and (b) in either event, by the vote of a majority of the Trustees of
the Master Trust who are not parties to this Agreement or "interested persons"
(as defined in the 0000 Xxx) of any such party or the Master Trust and who have
no direct or indirect interest in the operation of any 12b-1 Plan or this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated with respect to the Master Trust or
any Fund at any time, without payment of any penalty, by a vote of (a) a
majority of the Trustees who are not "interested persons" of the Master Trust
(as defined in the 0000 Xxx) and who have no direct or indirect financial
interest in the operation of any 12b-1 Plan or this Agreement or (b) a majority
of the outstanding voting securities of the Master Trust or that Fund, or by the
Distributor, as the case may be, in each case on sixty (60) days' prior written
notice of the other party.
(b) Amendment. Any amendment to this Agreement shall become effective
with respect to a Fund upon approval in writing of the Distributor and the
Master Trust (subject in the latter case to approval by a majority of the
Trustees and a majority of the Trustees who are not "interested persons" of the
Master Trust (as defined in the 0000 Xxx) and who have no direct or indirect
financial interest in the operation of any 12b-1 Plan; provided, however, that
amendments relating to any 12b-1 Plan shall not
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require the consent of the Distributor.
(c) Approval, Amendment or Termination by Individual Fund. Any
approval, amendment or termination of this Agreement with respect to any Fund
shall be effective to continue, amend or terminate this Agreement with respect
to such Fund notwithstanding (i) that such action has not been approved with
respect to any other Fund affected thereby, and (ii) that such action has not
been approved by the shareholders of such Fund, unless such action shall be
required by any applicable law or otherwise.
9. Assignment. This Distribution Agreement may not be assigned by the
Distributor and shall automatically terminate in the event of an attempted
assignment by the Distributor; provided, however, that the Distributor may
employ or enter into agreements with such other person, persons, corporation or
corporations, as it shall determine in order to assist it in carrying out this
Agreement, including, without limitation, selected dealers as contemplated by
Section 2.
10. Indemnification by Distributor. The Distributor agrees to indemnify and
hold harmless the Master Trust or any other person who has been, is, or may
hereafter be an officer, Trustee, employee or agent of the Master Trust against
any loss, damage or expense reasonably incurred by any of them in connection
with any claim or in connection with any action, suit or proceeding to which any
of them may be a party, which arises out of or is alleged to arise out of or is
based upon any violation of any of its representations or covenants herein
contained or any untrue statement or alleged untrue statement of a material
fact, or the omission or alleged omission to state a material fact necessary to
make the statements made not misleading, on the part of the Distributor or any
agent or employee of the Distributor or any other person for whose acts the
Distributor is responsible or is alleged to be responsible (such as any selected
dealer or person through whom sales are made pursuant to an agreement with the
Distributor), whether made orally or in writing, unless such statement or
omission was made in or in reliance upon written information furnished by the
Master Trust. The term "expenses" for purposes of this and the next paragraph
includes reasonable attorneys' fees and amounts paid in satisfaction of
judgments or in settlements which are made with the Distributor's consent. The
foregoing rights of indemnification shall be in addition to any other rights to
which any of the foregoing indemnified parties may be entitled as a matter of
law.
11. Indemnification by Master Trust. The Master Trust agrees to indemnify
and hold harmless the Distributor and each person who has been, is, or may
hereafter be an officer, director, employee or agent of the Distributor against
any loss, damage or expense reasonably incurred by any of them in connection
with any claim or in connection with any action, suit or proceeding to which any
of them may be party, which arises out
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of or is alleged to arise out of or is based upon a violation of any of its
covenants herein contained or any untrue or alleged untrue statement of material
fact, or the omission or alleged omission to state a material fact necessary to
make the statements made not misleading, in a Registration Statement or
Prospectus of the Master Trust, or any amendment or supplement thereto, unless
such statement or omission was made in reliance upon written information
furnished by the Distributor. The foregoing rights of indemnification shall be
in addition to any other rights to which any of the foregoing indemnified
parties may be entitled as a matter of law. Nothing contained herein shall
relieve the Distributor of any liability to the Master Trust or its shareholders
to which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
reckless disregard of its obligations and duties hereunder.
12. Non-Exclusive Agreement. The services of the Distributor to the Master
Trust hereunder shall not be deemed to be exclusive, and the Distributor shall
be free to (a) render similar services to, and act as underwriter or distributor
in connection with the distribution of shares of, other investment companies,
and (b) engage in any other businesses and activities from time to time.
13. 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.
14. Prior Agreements Superseded; Construction. This Agreement supersedes
any prior agreement relating to the subject matter hereof between the parties
hereto. Where the context of this Agreement so permits, each of the masculine,
feminine and neuter genders shall be deemed to denote the other two genders, the
singular to denote the plural and the plural to denote the singular. Without
limiting the generality of the foregoing, all references to the Master Trust's
Prospectus shall include all Prospectuses thereunder.
15. 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.
16. Limitation of Liability. The term "State Street Master Investment
Trust" means and refers to the Trustees from time to time serving under the
Master Trust Agreement of the Master Trust dated February 7, 1989 as the same
may subsequently have been, or
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subsequently may be, amended. It is expressly agreed that the obligations of the
Master Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Master Trust as
individuals or personally, but shall bind only the trust property of the Master
Trust, as provided in the Master Trust Agreement of the Master Trust. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Master Trust and signed by an officer of the Master 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 Master Trust as provided in its Master Trust
Agreement. The Master Trust Agreement of the Master Trust further provides, and
it is expressly agreed, that each Fund of the Master Trust shall be solely and
exclusively responsible for the payment of its debts, liabilities and
obligations and that no other Fund shall be responsible or liable for the same.
IN WITNESS WHEREOF, this Agreement has been executed for the Distributor
and the Master Trust by their duly authorized officers, as of the date first set
forth above.
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. XxXxxx
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Xxxxx X. XxXxxx
STATE STREET MASTER
INVESTMENT TRUST
By: /s/ Xxxxxxxxxxx Xxxxxxxx, Xx.
-----------------------------
Xxxxxxxxxxx Xxxxxxxx, Xx.
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