INVESTMENT ADVISORY CONTRACT
Contract entered into this first day of May, 1989, between State Street
Exchange Trust, a Massachusetts business trust having its principal place of
business in Boston, Massachusetts (the "Trust") and State Street Research &
Management Company, a Delaware Corporation having its principal place of
business in Boston, Massachusetts (the "Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained and the
performance herein required, the Trust and the Adviser hereby mutually agree as
follows:
1. Appointment of Adviser. The Trust hereby appoints and employs the
Adviser to act as investment adviser for the State Street Exchange Fund ("Fund")
series of the Trust for the term, with the duties, and subject to the conditions
as provided in this Contract, and the Adviser hereby accepts such appointment
and employment.
2. Duties of Adviser. The Adviser shall furnish to the Trust such
management, investment advisory, statistical and research facilities and
services as may be required from time to time by the Trust in operating the
Fund.
3. Allocation of Expenses.
(a) Except as provided in subparagraph (b) of this paragraph 3, the
Adviser, at its own expense, shall furnish to the Trust suitable office space
and related facilities, including all necessary equipment and clerical personnel
for managing the affairs and investments of the Fund, in the offices maintained
by the Adviser in Boston, Massachusetts, or in such other place as may be agreed
on from time to time. The Adviser shall also pay the compensation of all
employees of the Trust and salaries, expenses and costs connected with
investment research and statistical work and the operation of the business of
the Adviser.
(b) All expenses of the Fund, other than those to be paid by the Adviser
pursuant to subparagraph (a) of this paragraph 3 shall be borne and paid by the
Fund, including, without implied limitation, governmental fees, fees of the
Trustees of the Trust not affiliated with the Adviser, interest charges, taxes,
membership dues in the Investment Company Institute, fees and expenses of
preparing, printing and mailing share confirmations or certificates, reports to
shareholders, notices, proxy statements and reports to governmental offices and
commissions, brokerage expenses, insurance premiums, fees and expenses of the
custodian for all services to the Fund, including safekeeping of funds and
securities, keeping of general books and accounts and
calculation of the net asset value of shares of the Fund, expenses of
shareholders' meetings, and expenses relating to the issuance, registration and
qualification of shares of the Fund.
4. Compensation of the Adviser. As full compensation for the services to be
rendered and expenses to be borne by the Adviser as provided in paragraphs 2 and
3(a) hereof, the Fund shall pay to the Adviser quarterly, beginning with the
fiscal quarter in which falls the effective date of this Contract, an amount
equal to 1/8 of 1% of the average of the values of the net assets of the Fund
determined as of the close of the New York Stock Exchange on each day during
such fiscal quarter on which the net asset value per share of the Fund is
determined pursuant to the provisions of the Master Trust Agreement of the
Trust, as amended, other than any such days as fall prior to the effective date
of this Contract or subsequent to the date of termination of this Contract. Such
payment for a fiscal quarterly period shall be made by the Fund to the Adviser
within ten days following the close of such period. If the effective date of
this Contract is other than the first day of a fiscal quarter or if the term of
this Contract shall terminate other than on the last day of a fiscal quarter,
then the Adviser shall be entitled to receive as compensation a payment
calculated as above provided on a pro rata basis for the portion of the fiscal
quarterly period which shall have elapsed from and after such effective date or
up to and including such termination date, as the case may be.
5. Covenants of the Adviser. The Adviser covenants that during the term of
this Contract each of its officers and directors shall keep the Board of
Trustees of the Trust advised on a monthly basis of the names of those issuers
(the securities of which are owned by the Fund) in which such officer or
director owns more than one half of one percent (1/2 of 1%) of the outstanding
shares or securities, or both (taken at market value) of such issuer.
6. Effective Date, Duration and Termination of the Contract.
(a) This Contract shall become effective at the commencement of
business on May 1, 1989, and shall remain in effect (unless terminated as herein
provided) until April 30, 1990, and from year to year thereafter; provided that
this Contract shall continue in effect after April 30, 1990, only so long as (1)
such continuance is specifically approved at least annually by either (A) the
Board of Trustees of the Trust or, (B) "vote of a majority of the outstanding
voting securities" (as defined in section 2(a)(42) of the Investment Company Act
of 1940) of the Fund and (2) the terms of this Contract are approved at least
annually by the vote of a majority of the Trustees of the Trust who are not
parties to the Contract or "interested persons" of any such party (as such term
is defined in section 2(a)(19) of the Investment Company Act of 1940 after
giving effect to any exemption obtained by the Trust) cast in person at a
meeting called for the purpose of voting on such approval.
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(b) This Contract may be terminated at any time without the payment
of any penalty by vote of the Board of Trustees of the Trust or by "vote of a
majority of the outstanding voting securities" (as defined in section 2(a)(42)
of the Investment Company Act of 1940) of the Fund, or by the Adviser, in each
case upon sixty calendar days' prior written notice to the other party to the
Contract.
(c) This Contract shall terminate automatically in the event of its
"assignment" (as defined in section 2(a)(4) of the Investment Company Act of
1940).
(d) In the event of termination of this Contract for any reason
whatsoever, the Adviser shall have the right in its discretion to require the
Trust to change its name to eliminate all reference to "State Street."
7. Amendments. This Contract may be amended at any time or from time to
time by an instrument in writing signed by or under the authority of the Board
of Trustees of the Trust and by the Adviser, but no amendment to this Contract
shall be effective until (1) such amendment is approved by the affirmative "vote
of a majority of the outstanding voting securities" (as defined in section
2(a)(42) of the Investment Company Act of 1940) of the Fund, and (2) the terms
of such amendment are approved by the vote of a majority of the Trustees of the
Trust who are not parties to this Contract or "interested persons" of any such
party (as such term is defined in section 2(a)(19) of the Investment Company Act
of 1940), cast in person at a meeting called for the purpose of voting on such
approval.
8. Miscellaneous Provisions.
(a) The duties of the Adviser under the Contract shall not prevent
the Adviser from rendering similar services to other persons, firms, trusts,
corporations or other entities. The Adviser may also permit others to use the
words "State Street" in their names.
(b) The Adviser shall not be subject to liability for any act or
omission in the course of, or connected with, its performance of this Contract,
except in the case of willful misfeasance, bad faith or gross negligence on the
part of the Adviser, or the reckless disregard by the Adviser of its obligations
and duties under this Contract.
(c) Notices under this Contract 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 Contract for this purpose shall be Xxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
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(d) It is expressly agreed that the obligations of the Trust
hereunder, and the authorization, execution and delivery to this document, shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust as individuals or personally, but shall bind
only the property of the Fund, as provided in the Master Trust Agreement of the
Trust. The Master Trust Agreement of the Trust provides, and it is expressly
agreed, that the Fund of the Trust shall be solely and exclusively responsible
for the payment of any direct or indirect debts, liabilities and obligations
relating to the Fund, and that no other fund shall be responsible for the same.
IN WITNESS WHEREOF, STATE STREET EXCHANGE TRUST has caused this instrument
to be signed in duplicate on its behalf by an officer, thereunto duly
authorized, and STATE STREET RESEARCH & MANAGEMENT COMPANY has caused this
instrument to be signed in duplicate on its behalf by an officer, thereunto duly
authorized, all as of the date and year first above written.
STATE STREET EXCHANGE TRUST
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
President
STATE STREET RESEARCH & MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
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