MASTER FEEDER PARTICIPATION AGREEMENT BETWEEN Allianz Funds AND STATE STREET MASTER FUNDS DATED AS OF February 17, 2012
Exhibit (h)(14)(d)
BETWEEN
AND
STATE STREET MASTER FUNDS
DATED AS OF
February 17, 2012
THIS MASTER FEEDER PARTICIPATION AGREEMENT (“Agreement”) is made and entered into as of the
17th day of February, 2012 by and between Allianz Funds, (the “Registrant”), on behalf of its
series Allianz Global Investors Money Market Fund (the “Feeder Fund”) and State Street Master Funds
(the “Trust”), a trust organized under the laws of the Commonwealth of Massachusetts, on behalf of
its series State Street Money Market Portfolio (the “Master Portfolio”).
WITNESSETH
WHEREAS, the Registrant and the Trust are each open-end management investment companies and
the Feeder Fund and the Master Portfolio have the same investment objectives and substantively the
same investment policies; and
WHEREAS, the Feeder Fund desires to invest substantially all of its investable assets in the
Master Portfolio in exchange for a beneficial interest in the Master Portfolio (the “Investment”)
on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein made and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
I
THE INVESTMENT
THE INVESTMENT
1.1 The Feeder Fund intends to invest substantially all of its investable assets in the Master
Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a
beneficial interest in the Master Portfolio equal in value to the net value of the assets of the
Feeder Fund conveyed to the Master Portfolio (the “Interest”). The Feeder Fund may add to
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or reduce
its investment in the Master Portfolio in the manner described in the Master Portfolio’s registration statement on Form N-1A, as it may be amended from time to time (the “Master
Portfolio’s Registration Statement”). The Feeder Fund’s aggregate interest in the Master Portfolio
would then be recomputed in accordance with the method described in the Master Portfolio’s
Registration Statement.
1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Fund’s custodian to
deliver all of the assets that it deems appropriate for new investment in the Master Portfolio and
that are held by such custodian to the Master Portfolio’s custodian. The Master Portfolio’s
custodian shall acknowledge its acceptance of the assets. Each party shall deliver to each other
party such bills of sale, checks, assignments, securities instruments, receipts or other documents
as such other party or its counsel may reasonably request, consistent with market practice.
II
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES
2.1 The Feeder Fund represents and warrants to the Master Portfolio, at and as of all times
during the term of this Agreement, that:
(a) The Feeder Fund is a series of the Registrant, which is a business trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts and has the requisite
power and authority to own its property and conduct its business as now being conducted and as
proposed to be conducted pursuant to this Agreement.
(b) The execution and delivery of this Agreement by the Feeder Fund and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary action on the part
of the Feeder Fund by the Registrant’s Board of Trustees and no other action or proceeding is
necessary for the execution and delivery of this Agreement by the Feeder Fund, the performance by
the Feeder Fund of its obligations hereunder and the consummation by the Feeder Fund of the
transactions contemplated hereby. This Agreement has been duly executed and delivered by the
Feeder Fund and constitutes a legal, valid and binding obligation of the Feeder Fund, enforceable
against it in accordance with its terms.
(c) The Feeder Fund is not under the jurisdiction of a court in a proceeding under Title 11 of
the United States Code (the “Bankruptcy Code”) or similar case within the meaning of Section
368(a)(3)(A) of the Bankruptcy Code.
(d) The fiscal year end of the Feeder Fund is December 31.
(e) The Registrant, on behalf of the Feeder Fund, has duly filed all forms, reports, proxy
statements and other documents (collectively, the “SEC Filings”) required to be filed under the
Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as
amended (the “1934 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act” and,
together with the 1933 Act and the 1934 Act, the “Securities Laws”), in connection with the registration of the offering and sale of the Feeder Fund’s shares,
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any meetings of or actions by its shareholders and its registration as an investment company.
The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as
applicable, and the rules and regulations of the U.S. Securities and Exchange Commission (the
“SEC”) thereunder, and do not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that the
Feeder Fund makes no representation or warranty with respect to information supplied by the Master
Portfolio or any agent of the Master Portfolio in writing for use in the Feeder Fund’s SEC Filings
including, but not limited to, any written information contained in the Master Portfolio’s
Registration Statement.
(f) The Registrant has duly registered as an open-end management investment company under the
1940 Act and has taken all necessary action to effect the registration or qualification of the
Feeder Fund and its shares or the offering and sale of its shares under the 1933 Act and under the
laws of any states where such registration or qualification is necessary and such registrations or
qualifications are in full force and effect. The Registrant is and will at all times when the
Feeder Fund owns or purchases interests in the Master Portfolio be registered as an open-end
investment company under the 0000 Xxx.
(g) The Feeder Fund understands and agrees that the offering and sale of interests in the
Master Portfolio (the “Interests”) have not been registered and will not be registered under the
1933 Act or any state securities law, and that the Interests offered and the offering of the
Interests have not been approved, disapproved, or passed on by any federal or state regulatory
agency or commission, securities or commodities exchange, or other self-regulatory organization.
The Feeder Fund acknowledges that the sale of Interests to the Feeder Fund is being made privately
by the Master Portfolio pursuant to an exemption from registration under the 1933 Act.
(h) The Feeder Fund acknowledges that it has received copies of the Master Portfolio’s
Registration Statement and of the Master Portfolio’s Agreement and Declaration of Trust and
By-Laws, each as amended. The Feeder Fund has read, understands, and is fully familiar with each
of those documents and has received adequate information concerning all matters that the Feeder
Fund considers material to a decision to purchase the Interests.
(i) The Interests subscribed for will be acquired solely by and for the account of the Feeder
Fund, solely for investment, and are not being purchased for resale or distribution. The Feeder
Fund has no existing or contemplated agreement or arrangement with any person to sell, exchange,
transfer, assign, pledge, or otherwise dispose of the Interests other than in the ordinary course
with respect to broker arrangements, lines of credit, control arrangements or other customary
contractual arrangements. The Feeder Fund acknowledges and agrees that the Interests are
non-transferable.
(j) In purchasing the Interests, the Feeder Fund has relied solely upon the Master Portfolio’s
Registration Statement (including exhibits thereto), this Agreement, the advice of its tax or other
advisers, and independent investigations made by the Feeder Fund. No
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representations or agreements other than those set forth in the Master Portfolio’s Registration Statement or this Agreement have
been made to the Feeder Fund by the Master Portfolio.
(k) The Registrant has in force an errors and omissions policy with respect to the Feeder Fund
covering losses for negligent and wrongful acts in a commercially reasonable amount provided that
such insurance may be joint with other entities and the coverage may apply in the aggregate to all
insureds, and a fidelity bond in an amount consistent with the requirements of the 1940 Act.
(l) The Feeder Fund agrees to notify the Trust promptly if there is any change with respect to
any of the information, representations, or warranties contained herein and to provide such further
information as the Trust may reasonably request.
2.2 The Master Portfolio represents and warrants to the Feeder Fund, at and as of all times
during the term of this Agreement, that:
(a) The Master Portfolio is a series of the State Street Master Funds, a trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts and has the requisite
power and authority to own its property and conduct its business as now being conducted and as
proposed to be conducted pursuant to this Agreement.
(b) The execution and delivery of this Agreement by the Master Portfolio and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary action on the
part of the Master Portfolio by its Board of Trustees and no other action or proceeding is
necessary for the execution and delivery of this Agreement by the Master Portfolio, the performance
by the Master Portfolio of its obligations hereunder and the consummation by the Master Portfolio
of the transactions contemplated hereby. This Agreement has been duly executed and delivered by
the Master Portfolio and constitutes a legal, valid and binding obligation of the Master Portfolio,
enforceable against it in accordance with its terms.
(c) The issuance by the Master Portfolio of Interests in exchange for the Investment by the
Feeder Fund of its assets has been duly authorized by all necessary action on the part of the Board
of Trustees of the Master Portfolio. When issued in accordance with the terms of this Agreement,
the Interests will be validly issued, fully paid and non-assessable by the Master Portfolio, except
as provided in response to Item 22 in the Master Portfolio’s Registration Statement.
(d) The Master Portfolio is not under the jurisdiction of a court in a proceeding under Title
11 of the Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of the
Bankruptcy Code.
(e) The fiscal year end of the Master Portfolio is December 31.
(f) The Master Portfolio is taxable as a partnership for federal income tax purposes under the
Internal Revenue Code of 1986, as amended.
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(g) The Master Portfolio has duly filed all SEC Filings required to be filed with the SEC
pursuant to the 1933 Act, the 1934 Act and the 1940 Act in connection with any
meetings of or actions by its investors and its registration as an investment company and its sale
of Interests. The SEC Filings of the Trust with respect to the Master Portfolio were prepared in
accordance with the requirements of the Securities Laws, as applicable, and the rules and
regulations of the SEC thereunder, and do not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
(h) The Master Portfolio is duly registered as an open-end management investment company under
the 1940 Act and such registration is in full force and effect.
(i) The Trust, with respect to the Master Portfolio, has in force an errors and omissions
policy covering losses for negligent and wrongful acts in what its management considers a
commercially reasonable amount, which may be joint with other entities and the coverage may apply
in the aggregate to all insureds, and a fidelity bond in an amount consistent with the requirements
of the 1940 Act.
(j) The Master Portfolio has delivered copies of its Registration Statement and of its
Agreement and Declaration of Trust and By-laws, each as amended, to the Feeder Fund through the
date as of which the Feeder Fund is required to provide any representation hereunder with respect
to receipt or comprehension of, or familiarity with, such documents.
(k) The Master Portfolio agrees to notify the Feeder Fund promptly if there is any change with
respect to any of the information, representations, or warranties contained herein and to provide
such further information as the Feeder Fund may reasonably request.
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III
COVENANTS
COVENANTS
3.1 The Registrant on behalf of the Feeder Fund covenants that:
(a) The Feeder Fund’s investment and operations will be such that it satisfies the exemption
available under Rule 12d1-1 under the 0000 Xxx.
(b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will
call a meeting of shareholders of the Feeder Fund for the purpose of seeking voting instructions
from shareholders regarding such matters and vote the Feeder Fund’s Interests only in accordance
with such instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in
accordance with a timetable reasonably agreed upon between the Feeder Fund and the Master
Portfolio.
(c) The Feeder Fund will furnish the Master Portfolio, at least ten (10) business days prior
to filing or first use, unless a shorter time period is mutually agreed upon, as the case may be,
with drafts of its registration statement on Form N-1A and any prospectus supplements or amendments
thereto relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any
proposed advertising or sales literature relating to the Feeder Fund at least two (2) business days
prior to filing or first use, unless a shorter time period is mutually agreed upon; provided,
however, that such advance notice shall not be required for advertising or sales literature that
merely references the name of the Feeder Fund. The Master Portfolio agrees to provide comments on
such materials, if any, on a timely basis as agreed by the parties. The Feeder Fund agrees that it
will include in all such Feeder Fund documents any disclosures that may be required by law and it
will include in all such Feeder Fund documents any material comments reasonably made by the Master
Portfolio or its counsel with respect to disclosure concerning the Master Portfolio. The Master
Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether
or not it makes any objection thereto, except to the extent such errors or omissions result from
information provided in writing by the Master Portfolio specifically for use in such documents or
contained in the Master Portfolio’s Registration Statement as in effect at the time of the error or
omission. The Feeder Fund will not make any other written or oral representation about the Master
Portfolio without its prior written consent.
(d) The Registrant shall comply in all material respects with all applicable laws, rules, and
regulations in connection with the operations of the Feeder Fund as a registered investment
company, including, but not limited to, the requirements of the Bank Secrecy Act and the USA
PATRIOT ACT of 2001, and their implementing rules and regulations, and the requirements of the
Office of Foreign Assets Control (OFAC) of the US Department of the Treasury (collectively, the
“AML Laws”). The Registrant on behalf of the Feeder Fund shall provide such documentation as shall
be reasonably requested by the Master Portfolio that demonstrates the compliance of the Feeder
Fund, or its service providers on its behalf, as the case may be, with the AML Laws.
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(e) The Feeder Fund agrees to notify the Master Portfolio promptly if there is any change with
respect to any of the information, representations, or warranties contained herein and to provide
such further information as the Master Portfolio may reasonably request.
(f) The Feeder Fund agrees to provide the Master Portfolio with such information about
participants or investors in the Feeder Fund in a manner sufficient to enable the Master Portfolio
to satisfy its obligations under Rule 2a-7 under the 1940 Act. The form, content and frequency
with which such information is to be provided shall be agreed upon by the parties.
3.2 The Trust on behalf of Master Portfolio covenants that:
(a) The Trust on behalf of the Master Portfolio shall promptly provide all signature pages for
the Feeder Fund required by law for inclusion in the Registration Statement of the Feeder Fund,
provided that the Feeder Fund is in material compliance with its covenants and obligations under
this Agreement and that such registration statement is provided to the Master Portfolio as soon as
reasonably practicable prior to the filing date (but in no event less than ten (10) business days
prior to such filing date). The Feeder Fund acknowledges that the provision of such signature pages
does not constitute a representation that such SEC Filing complies with the Securities Laws or does
not contain any untrue statement of a material fact or does not omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, except with respect to information provided
by the Master Portfolio or its agents in writing for inclusion in such SEC Filing, which shall in
any event include any written information obtained from the Master Portfolio’s registration
statement as filed with the SEC on Form N-1A.
(b) The Master Portfolio shall furnish to the Feeder Fund, at least ten (10) business days
prior to filing any amendments to its registration statement on Form N-1A that relate to the Master
Portfolio, unless provision of such amendments is impracticable under the circumstances, in which
case it shall be provided as soon as reasonably practicable. The Master Portfolio shall provide the
Feeder Fund with reasonable (at least 30 days) advance written notice of (1) any change in the
Master Portfolio’s investment objective, (2) any material changes in the Master Portfolio’s
investment policies or restrictions, (3) any material increase in the Master Portfolio’s fees and
expenses including as a result of the termination or change of any expense waiver or reimbursement
agreement, (4) any change in the Master Portfolio’s fiscal year end, or (5) any change in the time
for calculating the net asset value of the Master Portfolio. The Master Portfolio shall provide the
Feeder Fund with notice of any change in the Trust’s registered public accountants as soon as
reasonably practicable.
(c) The Master Portfolio has and will continue to qualify to be taxable as a partnership under
the Code for federal income tax purposes for all periods during which this Agreement is in effect.
The Master Portfolio satisfies and will continue to satisfy (i) the income test imposed on
regulated investment companies under Section 851(b)(2) of the Code, and (ii) the diversification
test imposed on regulated investment companies under Section 851(b)(3) of the Code as if such
sections applied to it for so long as this Agreement remains in effect.
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(d) Interests in the Master Portfolio will be: (i) offered and sold to the Feeder Fund solely
in private placement transactions which do not involve any “public offering” within the meaning of
Section 4(2) of the 1933 Act, and (ii) are either noticed or qualified for sale or exempt from such
notice or qualification requirements under applicable securities laws in those states of
jurisdictions in which they are offered and sold to the Feeder Fund.
(e) The Master Portfolio shall at all times effect redemptions of Interests in accordance with
the 1940 Act and the rules and regulations thereunder, the Master Portfolio’s Registration
Statement and the organizational documents of the Trust. Redemption requests, other than a
withdrawal of the Feeder Fund’s entire investment in the Master Portfolio, typically will be
effected in cash, but the Trust reserves the right to make redemptions of securities in kind or in
a combination of cash and in kind as described in the Master Portfolio’s Registration Statement.
Subject to the foregoing and consistent with the SEC’s interpretation of Rule 2a-7 (c)(5)(ii) so as
to permit the Feeder Fund to invest substantially all of its assets in the Master Portfolio, the
Master Portfolio shall settle redemptions on the next business day following the effective date of
the redemption and if such next business day settlement is not practicable after using best
efforts, the Master Portfolio will immediately notify the Feeder Fund of the anticipated settlement
date, which shall in all events be a date permitted by the 1940 Act.
(f) The Master Portfolio, or its designee, shall notify the Feeder Fund, or its designee, of
the Master Portfolio’s NAV and the Feeder Fund’s pro rata portion of income, expenses, and realized
and unrealized gains and losses of the Master Portfolio for that business day by 6:00 pm EST on a
best effort basis. Such information shall be accurate, true and complete in all material respects.
(g) The Master Portfolio has and will continue to comply in all respects with the provisions
of Rule 2a-7 under the 1940 Act and has adopted written procedures in accordance with that rule.
The Master Portfolio shall provide such certifications and information, in such form and for such
periods as agreed to by the parties, to demonstrate the Master Portfolio’s compliance with the
provisions of Rule 2a-7, but in no case will the provision of such materials occur before the
Trust’s Board of Trustees has received the information contained in such materials. To the extent
that Rule 2a-7 requires reporting of any event to the Board of Trustees of the Master Portfolio,
the Master Portfolio shall provide notice of such event to the Feeder Fund as soon as reasonably
practicable after notice is provided to the Board of Trustees of the Trust. The Master Portfolio
shall provide such reports as agreed to by the parties to enable Feeder Fund to fulfill the
responsibilities of its Board of Trustees under Rule 2a-7 including, without limitation, shadow
pricing reports pursuant to Rule 2a-7 at such intervals as agreed to by the parties.
(h) The Master Portfolio agrees to notify the Feeder Fund promptly if there is any change with
respect to any of the information, representations, or warranties contained herein and to provide
such further information as the Feeder Fund may reasonably request.
3.3 Each party covenants that it will cooperate with the other to provide any such information
as may be requested by the other (i) during the course of an SEC or other
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regulatory exam, (ii) to complete its year-end audit, or (iii) to complete any SEC Filings, as
previously defined.
3.4 Indemnification by Feeder Fund.
(a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and
its trustees, officers and employees, and each of them, and each other person who controls the
Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a
“Master Portfolio Covered Person” and collectively, “Master Portfolio Covered Persons”), against
any and all losses, claims, demands, damages, liabilities and expenses (each, a “Liability” and
collectively, the “Liabilities”) (including the reasonable cost of investigating and defending
against any claims therefor and any counsel fees and expenses incurred in connection therewith)
that
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in (x) any registration statement, any prospectus, or in either case any
amendment thereof or supplement thereto; (y) any advertisement or sales literature; or (z) any
other document or publication filed, created, published or otherwise disseminated by or with
respect to the Feeder Fund, or arise out of or are based upon the omission or alleged omission to
state in any material covered by forgoing clauses (x), (y) and (z) a material fact required to be
stated therein or necessary to make the statements therein not misleading; provided, however, that
the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of
or is based upon any untrue statement or omission in or from any thereof in reliance upon and in
conformity with written information furnished to the Feeder Fund by the Master Portfolio
specifically for use therein; or
(ii) result from the failure of any representation or warranty made by the Registrant, on
behalf of the Feeder Fund to be accurate when made or the failure of the Feeder Fund to perform any
covenant contained herein or to otherwise comply with the terms of this Agreement; or
(iii) arise out of any failure of the Feeder Fund, or any trustee, officer, employee or agent
of the Feeder Fund, to comply with any applicable law.
(b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if
it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the
Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the
Feeder Fund and reasonably acceptable to the Master Portfolio Covered Person or Master Portfolio
Covered Persons. In the event the Feeder Fund elects to assume the defense of any such suit and
retain such counsel, each Covered Person and any other defendant or defendants may retain
additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund
shall have specifically authorized the retaining of such counsel or (B) any such Covered Person has
been advised by counsel that one or more legal defenses may be available to it that may not be
available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the
defense of such suit and shall bear the fees and expenses of counsel. The Feeder Fund shall not be
liable to indemnify any Covered Person for any settlement of any
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claim affected without the Feeder Fund’s written consent, which consent shall not be unreasonably
withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any
liability that the Feeder Fund might otherwise have to a Covered Person. The remedies provided in
this Agreement shall not be exclusive of, and shall be in addition to, any remedies otherwise
available to a Covered Person.
3.5 Indemnification by the Master Portfolio.
a. The Master Portfolio will indemnify and hold harmless the Feeder Fund and its respective
trustees, officers and employees and each other person who controls the Feeder Fund, as the case
may be, within the meaning of Section 15 of the 1933 Act (each, a “Feeder Fund Covered Person” and
collectively, “Feeder Fund Covered Persons”), against any and all losses, claims, demands, damages,
liabilities and expenses (each, a “Liability” and collectively, the “Liabilities”) (including the
reasonable costs of investigating and defending against any claims therefor and any counsel fees
incurred in connection therewith), joint or several; that
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Master Portfolio’s registration statement on Form N-1A, any
prospectus or offering memorandum, or any amendment thereon or supplement thereto or any sales
literature, or any other documents or publication filed, created, or published or otherwise
disseminated by the Trust or Master Portfolio, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Master Portfolio will not
be liable in any such case to the extent that any such Liability arises out of or is based upon any
untrue statement or omission in or from any such document made in reliance upon and in conformity
with written information furnished to the Master Portfolio by the Feeder Fund specifically for use
therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with
the Securities and Exchange Commission, other than information furnished by the Master Portfolio,
being deemed to have been so furnished to the Master Portfolio); or
(ii) result from the failure of any representation or warranty made by the Master Portfolio to
be accurate when made or the failure of the Master Portfolio to perform any covenant contained
herein or to otherwise comply with the terms of this Agreement.
(iii) arise out of any failure of the Trust, with respect to the Master Portfolio, or any
director, officer, employee or agent of the Trust, to comply with any applicable law.
(b) The Master Portfolio will be entitled to participate at its own expense in the defense or,
if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if
the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel
chosen by the Master Portfolio. In the event that the Master Portfolio elects to assume the
defense of any such suit and retain such counsel, each Covered Person and any other defendant or
defendants may retain additional counsel, but shall bear the fees and expenses of such counsel
unless (A) the Master Portfolio shall have specifically authorized the
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retaining of such counsel or
(B) the parties to such suit include any Covered Person and the Master Portfolio, and any such Covered Person has been advised by counsel that one or more
legal defenses may be available to it that may not be available to the Master Portfolio, in which
case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding
its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be
liable to indemnify any Covered Person for any settlement of any claim affected without the Master
Portfolio’s written consent, which consent shall not be unreasonably withheld or delayed. The
indemnities set forth in paragraph (a) will be in addition to any liability that the Master
Portfolio might otherwise have to a Covered Person.
3.6 Allocation of Losses.
a. If the indemnification provided for in Sections 3.4 and 3.5 is for any reason unavailable
to or insufficient to hold harmless a Covered Person in respect of any losses, claims, demands,
damages, liabilities, or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of any losses, claims, demands, damages, liabilities, or
expenses incurred by such Covered Person in such proportion as is appropriate to reflect the
relative fault of the indemnifying party in connection with the statements or omissions or other
action or failure to act which resulted in such losses, liabilities, claims, damages, or expenses,
as well as any other relevant equitable considerations.
b. In the case of any such untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, the relative fault of the Feeder Fund and the Master
Portfolio shall be determined by reference to, among other things, whether any such untrue
statement or alleged untrue statement or omission or alleged omission related to information
supplied by the Feeder Fund or the Master Portfolio and the parties’ relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement or omission.
c. The Feeder Fund and the Master Portfolio agree that it would not be just and
equitable if contribution pursuant to this Section 3.6 were determined by any method of allocation
which does not take account of the equitable considerations referred to above in this Section 3.6.
The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a
Covered Person and referred to above in this Section 3.6 shall be deemed to include any legal or
other expenses reasonably incurred by such Covered Person in investigating, preparing, or defending
against any litigation or any investigation or proceeding or any such claims and reasonable counsel
fees and expenses incurred in connection therewith.
d. For purposes of this Section 3.6, each person, if any, who controls the Feeder
Fund or the Master Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the
Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as the
Feeder Fund or the Master Portfolio, as applicable, and each trustee, officer, or employee of the
Feeder Fund or the Master Portfolio and each officer thereof who signed a registration statement
shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as
applicable.
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IV
ADDITIONAL AGREEMENTS
ADDITIONAL AGREEMENTS
4.1 Each party agrees that it shall hold in strict confidence all data and information,
including any and all portfolio holdings information, obtained from the other party (unless such
information is or becomes readily ascertainable from public or published information or trade
sources) and shall ensure that its officers, employees and authorized representatives do not
disclose such information to others without the prior written consent of the party from whom it was
obtained, except if disclosure is required by the SEC, any other regulatory body or the Feeder
Fund’s or Master Portfolio’s respective auditors, legal counsel, independent legal counsel to
independent trustees, or in the opinion of counsel such disclosure is required by law, and then
only with as much prior written notice to the other party as is practical under the circumstances.
4.2 No party shall issue any press release or otherwise make any public statements with
respect to the matters covered by this Agreement without the prior consent of the other parties
hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not
be required if, in the opinion of counsel, such disclosure is required by law, provided further,
however, that the party making such disclosure shall provide the other parties hereto with as much
prior written notice of such disclosure as is practical under the circumstances.
V
TERM, TERMINATION, AMENDMENT AND WAIVER
TERM, TERMINATION, AMENDMENT AND WAIVER
5.1 Term.
(a) This Agreement will remain in force with respect to each party until terminated as
provided in this Agreement.
5.2 Termination.
(a) This Agreement may be terminated by the Registrant upon five (5) business days’ notice to
the Master Portfolio.
(b) This Agreement may be terminated at any time by the Registrant by withdrawing all of the
Feeder Fund’s Interest in the Master Portfolio.
(c) This Agreement may be terminated on not less than 120 days’ prior written notice by the
Master Portfolio to the Registrant.
(d) This Agreement may be terminated at any time immediately upon written notice to the other
parties in the event that formal proceedings are instituted against another party to this Agreement
by the SEC or any other regulatory body, provided that the terminating party has a reasonable
belief that the institution of the proceeding is not without foundation and may have a material
adverse impact on the terminating party.
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(e) The indemnification obligations set forth in Article III and the confidentiality
provisions in Section 4.1 shall survive the termination of this Agreement.
5.3 This Agreement may be amended, modified or supplemented at any time in such manner as may
be mutually agreed upon in writing by the parties.
5.4 The Master Portfolio reserves the right to refuse or decline to issue Interests at any
time. Subject to applicable laws, the Master Portfolio will use best efforts to provide the Feeder
Fund notice of any intent to exercise such right as soon as reasonably practicable.
VI
GENERAL PROVISIONS
GENERAL PROVISIONS
6.1 All notices and other communications given or made pursuant hereto shall to in writing and
shall be deemed to have been duly given or made when actually received in person or by fax, or
three days after being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed as follows:
| If to the Feeder Fund: | ||||||
| Allianz Global Investors Fund Management LLP | ||||||
| 0000 Xxxxxxxx | ||||||
| Xxx Xxxx, XX 00000 | ||||||
| Attn: Secretary | ||||||
| If to the Master Portfolio: | ||||||
| State Street Master Funds | ||||||
| c/o State Street Bank and Trust Company | ||||||
| 0 Xxxxxx Xxxxx | ||||||
| XXX0000 | ||||||
| Xxxxxx, XX 00000 | ||||||
| Attn: Xxxx Xxxxxx | ||||||
Either party to this Agreement may change the identity of the person to receive notice by providing
written notice thereof to all other parties to the Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner adverse to any
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party. Upon such determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the
end that the transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth
the entire understanding between the parties concerning the subject matter of this Agreement and
incorporate or supersede all prior negotiations and understandings. There are no covenants,
promises, agreements, conditions or understandings, either oral or written, between them relating
to the subject matter of this Agreement other than those set forth herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and, except as otherwise specifically provided in this Agreement,
their respective successors and assigns. Notwithstanding the foregoing, no party shall make any
assignment of this Agreement or any rights or obligations hereunder without the written consent of
all other parties. As used herein, the term “assignment” shall have the meaning ascribed thereto
in the 1940 Act.
6.7 This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law
provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Agreement by signing
one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or
give any person, other than the parties hereto and their successors or assigns, any rights or
remedies under or by reason of this Agreement. Without limiting the generality of the foregoing,
no shareholder of the Feeder Fund shall have any rights under, or shall have any right to enforce,
any provision of this Agreement, whether under a third party beneficiary legal theory or otherwise.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted
against any party, but shall be interpreted according to the application of the rules of
interpretation for arm’s length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of the
Registrant and the Agreement and Declaration of Trust of the Trust limiting the personal liability
of shareholders and the officers and trustees of the Registrant and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) the Registrant has entered into this
Agreement solely on behalf of the Feeder Fund and that no other series of the Registrant shall have
any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b)
the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no
other series of the Trust shall have any obligation hereunder with respect to any
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liability of the
Trust arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be
liable to any other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall
not be binding upon any of the interest holders, Trustees, officers, employees or agents of the
Trust personally, but shall bind only the trust property of the Trust, as provided in its Agreement
and Declaration of Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and this Agreement will be 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 trust property of the Trust as provided in its Agreement
and Declaration of Trust.
6.14 The Registrant is an entity of the type commonly known as a “Massachusetts business
trust.” Under Massachusetts law, shareholders could, under certain circumstances, be held
personally liable for the obligations of the Registrant. However, the Registrant’s Declaration of
Trust disclaims shareholder liability for acts or obligations of the Registrant and requires that
notice of such disclaimer be given in every note, bond, contract, instrument, certificate or
undertaking made or issued on behalf of the Registrant. The Declaration of Trust provides for
indemnification out of the property of the particular series of shares for all loss and expense of
any shareholder or former shareholder of such series (or his or her heirs, executors,
administrators or other legal representatives, or, in the case of a corporation or other entity,
its corporate or other general successor) held personally liable solely by reason of his or her
being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the Feeder Fund itself would
be unable to meet its obligations.
6.15 The Declaration of Trust dated July 27, 1999 establishing the Trust is on file with the
Secretary of The Commonwealth of Massachusetts. It is expressly acknowledged and agreed that the
obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees,
officers, employees or agents of the Trust, personally, but shall bind only the trust property of
the Trust, as provided in its Declaration of Trust. 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 trust property of the Trust as provided in its
Declaration of Trust.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers, thereunto duly authorized, as of the date first written above.
| Allianz Funds, on behalf of Allianz Global Investors Money Market Fund | ||||||||
| /s/ Xxxxx X. Xxxxxxxx | ||||||||
| By: | Xxxxx X. Xxxxxxxx
|
|||||||
| Its: | President
|
|||||||
| STATE STREET MASTER FUNDS | ||||||||
| By: | ||||||||
| Its: | ||||||||
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