Exhibit (h)(1)(b)
TRANSFER AGENCY AND SERVICE AGREEMENT
This Transfer Agency and Services Agreement (the "Agreement") made this 1st
day of February, 2005, between State Street Institutional Investment Trust, a
trust established under the laws of the State of Massachusetts (the "Fund"), and
ALPS Mutual Funds Services, Inc., a Colorado corporation (the "Transfer Agent").
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended, with multiple portfolios;
each investment portfolio and any additional investment portfolios that may be
established by the Fund for which the Fund desires the Transfer Agent to provide
services hereunder are referred to herein individually as a "Portfolio" and
collectively as the "Portfolios"; and
WHEREAS, the Transfer Agent provides certain transfer agency services to
investment companies; and
WHEREAS, the Fund desires to appoint the Transfer Agent as the transfer
agent, dividend disbursing agent, and agent in connection with certain other
activities for the Portfolio, and the Transfer Agent desires to accept such
appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, the Fund, on behalf of the Portfolio, hereby employs and
appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as
its transfer agent for, the Portfolio's authorized and issued shares of its
beneficial interest ("Shares"), dividend disbursing agent, and agent in
connection with any accumulation, open-account or similar plan provided to the
shareholders of the Portfolio ("Shareholders") and as set out in the currently
effective prospectus and statement of additional information ("Prospectus") of
the Fund on behalf of the Portfolio, including without limitation any periodic
investment plan or periodic withdrawal program. In accordance with procedures
established from time to time by agreement between the Fund on behalf of the
Portfolio, as applicable, and the Transfer Agent, the
Transfer Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the Custodian
of the Fund authorized by the Fund (the "Custodian");
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(b) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the Custodian;
(d) With respect to the transactions enumerated in 1.1
(a),
(b) and
(c) above, the Transfer Agent shall execute transactions directly with
broker-dealers and other financial institutions authorized by the Fund, deemed
to be acting as a limited agent of the Fund. The Transfer Agent will execute
transactions only from broker-dealers and other financial institutions who have
adopted and implemented internal controls reasonably designed to ensure that
order or redemption requests received in proper form by the times specified in
the Prospectus, as may be amended from time to time, will be processed on that
day and order or redemption requests received in proper form after the times
specified in the Prospectus, as may be amended from time to time, will be
processed on the next business day;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(i) Record the issuance of Shares of the Portfolio and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the
Portfolio which are authorized, based upon data provided to it by the Portfolio,
and issued and outstanding. The Transfer Agent shall also provide the Fund on a
regular basis with the total number of Shares which are authorized and issued
and outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which functions shall be the sole
responsibility of the Fund; and
(j) Orders or redemption requests received in proper form by the times
specified in the Prospectus, as may be amended from time to time, will be
processed by the Transfer Agent that day and orders or redemption requests
received in proper form after the times specified in the Prospectus, as may be
amended from time to time,
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will be processed by the Transfer Agent on the next business day.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the Transfer
Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in connection
with accumulation, open-account or similar plan (including without limitation
any periodic investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing Shareholder meeting
lists, withholding taxes on U.S. resident and non-resident alien accounts and
maintaining records with respect to such withholding, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements
for Shareholders, perform anti-money laundering and customer identification
reviews of Shareholder accounts and providing Shareholder account information;
(b) Control Book. Maintain a daily record and produce a daily report
for the Fund of all transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Portfolio for each business
day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the
Fund may reasonably require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets of the Portfolio to be treated as
exempt from blue sky reporting for each State and (ii) verify the establishment
of transactions for each State on the system prior to activation and thereafter
monitor the daily activity for each State. The responsibility of the Transfer
Agent for the Fund's blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky compliance by the Fund
on behalf of the Portfolio, providing a system which will enable the Fund to
monitor the total number of Shares of the Portfolio sold in each State, and
providing any other information reasonably requested by the Fund to fulfill the
obligation to monitor blue sky compliance;
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through Networking
and the purchase, redemption, transfer and exchange of shares in such accounts
through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC
on behalf of NSCC's participants, including the Fund), in accordance with,
instructions transmitted to and received by the Transfer Agent by transmission
from the NSCC on behalf of broker-dealers and banks
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which have been established by, or in accordance with the instructions of
authorized persons, as hereinafter defined on the dealer file maintained by the
Transfer Agent; (ii) issue instructions to the Fund's bank for the
settlement of transactions between the Fund and NSCC (acting on behalf
of its broker-dealer and bank participants); (iii) provide account and
transaction information from the Portfolio's records on the Transfer Agent's
computer system (the "System") in accordance with NSCC's Networking and
Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts
on the System through Networking; and
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to time by
agreement between the Fund and the Transfer Agent. Pursuant to such agreement
the Transfer Agent may at times perform only a portion of these services and the
Fund or its agent may perform these services on the Fund's behalf.
2. Fees and Expenses
2.1 Fee Schedule. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent fees as set forth in
the attached fee schedule ("Schedule B"). Such fees and out-of-pocket expenses
and advances identified in Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Fund and the Transfer Agent.
2.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 2.1
above, the Fund agrees to reimburse the Transfer Agent for reasonable
out-of-pocket expenses, including but not limited to statement and confirmation
production, postage, forms, NSCC interface fees, allocation of service auditor's
report, telephone, records storage, or advances incurred by the Transfer Agent
for the items set out in Schedule B attached hereto. In addition, any other
expenses incurred by the Transfer Agent at the request or with the consent of
the Fund, will be reimbursed by the Fund.
2.3 Postage. Postage for mailing of dividends, Fund reports and other
mailings to all shareholder accounts shall be advanced to the Transfer Agent by
the Fund at least seven (7) days prior to the mailing date of such materials.
2.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing notice,
except for any fees or expenses that are subject to good faith dispute. In the
event of such a dispute, the Fund may only withhold that portion of the fee or
expense subject to the good faith dispute. The Fund shall notify the Transfer
Agent in writing within twenty-one (21) calendar days following the receipt of
each billing notice if the Fund is disputing any amounts in good faith. If the
Fund does not provide such notice of dispute within the required time, the
billing notice will be deemed accepted by the Fund. The Fund shall settle such
disputed amounts within ten (10)
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business days from the day on which the parties agree on the amount to be paid,
or at such later date as may be agreed upon by the Transfer Agent, by payment of
the agreed amount. If no agreement is reached, then such disputed amounts shall
be settled as may be required by law or legal process.
2.5 Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when Due, The Fund shall
pay the Transfer Agent interest thereon from the due date to the date of
payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate
(that is, the base rate on corporate loans posted by large domestic banks)
published by The Wall Street Journal (or, in the event such rate is not so
published, a reasonably equivalent published rate selected by the Fund) on
thefirst day of publication during the month when such amount was due.
Notwithstanding any other provision hereof, such interest rate shall be no
greater than permitted under applicable provisions of Colorado law.
3. Representations and Warranties of the Transfer Agent The Transfer Agent
represents and warrants to the Fund that:
3.1 It is a Colorado corporation duly organized and existing and in good
standing under the laws of the State of Colorado.
3.2 It is duly qualified to carry on its business in the State of Colorado.
3.3 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3.6 It is, and will continue to be, registered as a transfer agent under
the Securities Exchange Act of 1934, as amended.
3.7 It will adopt and implement written policies and procedures reasonably
designed to prevent violations of the Federal Securities Laws (as defined under
Rule 38a-1 of the Investment Company Act of 1940, as amended) by the Fund. It
will review, no less frequently than annually, the adequacy of the policies and
procedures and the effectiveness of their implementation and will report to the
Fund any material changes made to the policies and procedures since the date of
the last report, and any material changes made to the policies and procedures
recommended as a result of the annual review. It will provide the Fund with a
quarterly notice of each Material Compliance Matter (as defined under Rule 38a-1
of the Investment Company Act of 1940, as amended) that occurred since the date
of the last report.
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4. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
4.1 It is a statutory trust duly organized and existing and in good
standing under the laws of the state of Massachusetts.
4.2 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and Bylaws to enter into and perform this Agreement.
4.3 All trust proceedings required by said Agreement and Declaration of
Trust and Bylaws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended
is currently, or will be upon commencement of operations, be effective and will
remain effective, and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares of the Portfolio being
offered for sale.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code
5.1 Obligation of Sender. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment order in
compliance with the selected security procedure (the "Security Procedure"),
attached hereto as Schedule C, chosen for Fund transfer and in the amount of
money that the Transfer Agent has been instructed to transfer. The Transfer
Agent shall execute payment orders in compliance with the Security Procedure and
with the Fund instructions on the execution date provided that such payment
order is received by the customary deadline for processing such a request,
unless the payment order specifies a later time. All payment orders and
communications received after the customary deadline will be deemed to have been
received the next business day.
5.2 Security Procedure. The Fund acknowledges that the Security Procedure
it has designated on the Fund's Selection Form, attached hereto as Schedule C,
was selected by the Fund. The Fund must notify the Transfer Agent immediately of
any change in the Fund's authorized personnel. The Transfer Agent shall verify
the authenticity of all Fund instructions according to the Security Procedure.
The Transfer Agent is authorized to make exceptions to the Security Procedures
if instructed by the Fund. For purposes ofthis section only, instructions
received from representatives of SSgA Fund Management Inc., the Fund's
investment adviser, will be considered to be instructions from the Fund.
5.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order.
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In the event of a discrepancy between any name indicated on the
payment order and the account number, the account number shall take precedence
and govern.
5.4 Rejection. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the Transfer
Agent's receipt of such payment order; (b) if initiating such payment order
would cause the Transfer Agent, in the Transfer Agent's sole judgment, to exceed
any volume, aggregate dollar, network, time, credit or similar limits which are
applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith,
is unable to satisfy itself that the transaction has been properly authorized.
5.5 Cancellation Amendment. The Transfer Agent shall use reasonable best
efforts to act on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided that such requests
are received in a timely manner affording the Transfer Agent reasonable
opportunity to act. However, in absence of negligence, bad faith or willful
misconduct by the Transfer Agent, the Transfer Agent assumes no liability if the
request for amendment or cancellation cannot be satisfied.
5.6 Errors. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent complies
with the payment order instructions as received and the Transfer Agent complies
with the Security Procedure and acts without negligence, bad faith or willful
misconduct. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
5.7 Interest. Absent negligence, bad faith or willful misconduct, the
Transfer Agent shall assume no responsibility for lost interest with respect to
the refundable amount of any unauthorized payment order, unless the Transfer
Agent is notified of the unauthorized payment order within thirty (30) days of
notification by the Transfer Agent of the acceptance of such payment order.
5.8 ACH Credit Entries/Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to these
guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, the Transfer Agent will act as
an Originating Depository Financial Institution and/or Receiving Depository
Financial Institution, as the case may be, with respect to such entries. Credits
given by the Transfer Agent with respect to an ACH credit entry are provisional
until the Transfer Agent receives final settlement for such entry from the
Federal Reserve Bank. If the Transfer Agent does not receive such final
settlement, the Fund agrees that the Transfer Agent shall receive a refund of
the amount credited to the Fund in connection with such entry, and the party
making payment to the Fund via such entry shall not be deemed to have paid the
amount of the entry.
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5.9 Confirmation. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours notice of
which may be delivered through the Transfer Agent's information systems, or by
facsimile or call-back. Fund must report any objections to the execution of an
order within thirty (30) days.
6. Indemnification
6.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the defense of any
law suit in which the Transfer Agent or affiliate is a named party), provided
that such actions are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, or services, which are
received by the Transfer Agent or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic instructions or other
similar means authorized by the Fund in writing, and which have been prepared,
maintained or performed by the Fund or any other person or firm on behalf of the
Fund including but not limited to any broker-dealer, TPA or previous transfer
agent;
(ii) any instructions or requests of the Fund or any of its officers
reasonably believed by the Transfer Agent to be authorized by the Fund's Board
of Trustees; (iii) any instructions or opinions of legal counsel with respect to
any matter arising in connection with the services to be performed by the
Transfer Agent under this Agreement which are provided to the Transfer Agent
after consultation with such legal counsel; or (iv) any paper or document,
reasonably believed to be genuine, authentic, and signed by the proper person or
persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or in
violation of any stop order or other determination or ruling by any federal or
any state agency with respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account maintained by the
Transfer Agent, excluding checks not made payable to the order of the Fund, the
Fund's management
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company, custodian, transfer agent or distributor or the retirement account
custodian or trustee for a plan account investing in Shares (such checks are
commonly known as "third party checks") which checks are tendered to a bank for
the purchase of Shares; or
(f) Upon the Fund's request entering into any agreements required by
the NSCC for the transmission of Fund or Shareholder data through the NSCC
clearing systems.
6.2 The Fund shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Fund harmless against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability to the extent
arising out of or attributable to any actions or failure of the Transfer Agent
to act as a result of the Transfer Agent's lack of good faith, negligence or
willful misconduct.
6.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which and indemnifying party
may be required to indemnify the indemnified party, the indemnified party shall
have acted without negligence, bad faith or willful misconduct and shall
promptly notify the indemnifying party of such assertion, and shall keep the
indemnifying party advised with respect to all developments concerning such
claim. The indemnifying party shall have the option to participate with the
indemnified party in the defense of such claim or to defend against said claim
in its own name or in the name of the indemnified party. The indemnified party
shall in no case confess any claim or make any compromise in any case in which
the indemnifying party may be required to indemnify the indemnified party except
with the indemnifying party's prior written consent.
7. Standard of Care
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors, including encoding and payment
processing errors, unless said errors are caused by its negligence, bad faith,
or willful misconduct or that of its employees or agents. According to mutually
agreed upon procedures, the Transfer Agent agrees to use reasonable efforts with
regard to the processing of investments checks. The parties agree that any
encoding or payment processing errors shall be governed by this standard of care
and Section 4-209 of the Uniform Commercial Code is superseded by Section 7 of
this Agreement.
8. Confidentiality
8.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal, divulge, or
make known to any person, firm, corporation or other business organization, any
Shareholders' or
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customers' lists, trade secrets, cost figures and projections, profit figures
and projections, or any personal information of the Portfolio's shareholders or
other secret or confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or the Fund during
performance under this Agreement. For purposes of this Agreement, Confidential
Information shall also include:
(a) Any data or information that is competitively sensitive material,
and not generally known to the public, including but not limited to, information
about product plans, marketing strategies, finance, operations, customer
relationship, customer profiles, Shareholder personal information, sales
estimates, business plans, and internal performance results relating to the
past, present or future business activities of the Fund or the Transfer Agent,
their respective affiliates and customers, shareholders, clients and suppliers
of any of them;
(b) Any scientific or technical information, design, processprocedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords the Fund or the Transfer Agent a competitive
advantage over its competitors;
(c) All confidential or proprietary concepts, documentation, reports,
data specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how and tradesecrets, whether or not patentable or
copyrightable; and
(d) Information that the Fund is required to keep confidential
pursuant to agreements with third party service providers.
Confidential information shall not include all or any portion of any
of the foregoing items that:
(i) are or become publicly available without breach of this Agreement;
(ii) are released with the written permission of the other party for
general disclosure by a written release by the Transfer Agent or the
Fund, as the case may be;
(iii) are already in the possession of the receiving party at the time of
receipt without obligation of confidentiality or breach of this
Agreement;
(iv) are subsequently disclosed to a party hereto on a non-confidential
basis by a third party that is not bound by an agreement of non
disclosure or confidentiality with another party hereto or its
affiliates, which rightfully acquired such information; or
(v) are independently developed by a party hereto.
The Fund and the Transfer Agent further covenant and agree to retain
all such knowledge and information acquired during and after the term of this
Agreement respecting such lists, trade secrets, or any secret or confidential
information whatsoever in trust for the sole benefit of the Transfer Agent or
the Fund and their successors and assigns. The above prohibition of disclosure
shall not apply to the extent that the Transfer Agent must disclose such data to
its
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sub-contractor or Fund agent for purposes of providing services under this
Agreement, provided such parties are bound by the same obligations to maintain
confidentiality as set forth above.
8.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records of
Shareholders pursuant to standard subpoenas from state or federal government
authorities (i.e., divorce and criminal actions), the Transfer Agent will use
reasonable efforts to notify the Fund to the extent legally permitted and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person or if required by law or court order.
8.3 The Fund and the Transfer Agent shall each comply with all applicable
laws, rules and regulations relating to privacy, confidentiality, data security
and the handling of personal financial information applicable to it that may be
established from time to time, including but not limited to the
Xxxxx-Xxxxx-Xxxxxx Act and Securities and Exchange Commission Regulation S-P (17
CFR Part 248) promulgated thereunder.
9. Covenants of the Fund and the Transfer Agent
9.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the execution and
delivery of this Agreement; and
(b) A copy of the Agreement and Declaration of Trust and By-Laws of
the Fund and all amendments thereto.
9.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of check forms
and facsimile signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and devices.
9.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable as required
by applicable laws, rules and regulations. To the extent required by Section 31
of the Investment Company Act of 1940, as amended, and the Rules thereunder, the
Transfer Agent agrees that all such records prepared or maintained by the
Transfer Agent relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
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9.4 The Transfer Agent shall provide assistance to and cooperate with the
Fund's internal or external auditors in connection with any Fund-directed
audits. The Transfer Agent shall provide such assistance in accordance with
reasonable procedures and at reasonable frequencies, which shall not exceed
twice each calendar year unless otherwise agreed to by the parties, and the Fund
shall provide reasonable advance notice to the Transfer Agent of such audits.
For purposes of such audits, at the request of the Fund, the Transfer Agent will
use reasonable efforts to make available, during normal business hours, all
required records, data and operating processes for review by such auditors.
10. Termination of Agreement
10.1 Term. The term of this Agreement shall be two (2) years ("Initial
Term") from the date first stated above unless terminated pursuant to the
provisions of this Section 10. After the Initial Term, this Agreement may be
terminated by either party upon at least sixty (60) days' written notice to the
other party. In the event of the termination of this Agreement, the terms of
this Agreement shall continue in effect until the date that the Deconversion
(defined below) of the Fund is completed.
10.2 Termination; Deconversion. In the event that this Agreement is
terminated, the Transfer Agent agrees that, in order to provide for
uninterrupted service to the Fund, the Transfer Agent, at the Fund's request,
shall offer reasonable assistance to the Fund in converting the records of the
Fund from the Transfer Agent's systems to whatever services or systems are
selected by the Fund (the "Deconversion"). As used herein "reasonable
assistance" and "transitional assistance" shall not include requiring the
Transfer Agent
(i) to assist any new service or system provider (the "new agent") to
modify, to alter, to enhance, or to improve the new agent's system, or to
provide any new functionality to the new agent's system,
(ii) to disclose any Proprietary Information of the Transfer Agent, or
(iii) to develop Deconversion software, to modify any Transfer Agent
software, or to otherwise alter the format of the data as maintained on any
Transfer Agent's systems. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to carry out such Deconversion on a
particular date, the Transfer Agent shall use its best efforts to facilitate the
conversion on such date; however, there can be no guarantee or assurance that
the Transfer Agent will be able to complete a Deconversion by such requested
date.
10.3 Fees and Expenses upon Termination. Should either party exercise its
right to terminate, all reasonable out-of-pocket expenses or costs associated
with the movement of records and material and programming charges, if any, will
be borne by the Fund. Additionally, the Transfer Agent reserves the right to
charge a reasonable fee for its deconversion services. In the event of
termination of this
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Agreement, the Fund agrees to pay the Transfer Agent promptly all amounts due
the Transfer Agent hereunder for services performed and reasonable out-of-pocket
expenditures incurred prior to such termination.
10.4 Confidential Information. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or proprietary
materials or information received from such other party hereunder, other than
materials or information required to be retained by such party under applicable
laws or regulations.
10.5 Termination by the Fund. The Fund, in addition to any other rights and
remedies, shall have the right to terminate this Agreement upon the occurrence
of (i) the bankruptcy of the Transfer Agent or the appointment of a receiver
therefore if such proceedings are not dismissed within 21 days of being brought
or (ii) during the Initial Term, the material failure by the Transfer Agent to
perform its duties and obligations under this Agreement or a material breach of
this Agreement by the Transfer Agent. With respect to (i), the termination shall
be effective at any time specified in a written notice from the Fund to the
Transfer Agent. With respect to (ii),the Fund shall provide the Transfer Agent
with written notice identifying such failure or breach and stating its intention
to terminate the Agreement in sixty (60) days from the date of such notice if
such failure or breach has not been cured by the Transfer Agent within thirty
(30) days after receipt of such written notice from the Fund, except that any
failure by the Transfer Agent to maintain its registration as a transfer agent
must be cured immediately.
10.6 Termination by the Transfer Agent. The Transfer Agent, in addition to
any other rights and remedies, shall have the right to terminate this Agreement
upon the occurrence (i) of the bankruptcy of the Fund or the appointment of a
receiver therefore if such proceedings are not dismissed within 21 days of being
brought (ii) during the Initial Term, the material failure by the Fund to
perform its duties and obligations under this Agreement or a material breach of
this Agreement by the Fund. With respect to (i), the termination shall be
effective at any time specified in a written notice from the Transfer Agent to
the Fund. With respect to (ii), the Transfer Agent shall provide the Fund with
written notice identifying such failure or breach and stating its intention to
terminate the Agreement in sixty (60) days from the date of such notice if such
failure or breach has not been cured by the Fund within thirty (30) days after
receipt of such written notice from the Transfer Agent.
11. Assignment and Third Party Beneficiaries
11.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party. Any
attempt to do so in violation of this Section shall be void. Unless specifically
stated to the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility under
this Agreement.
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11.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent and the Fund, and the duties
and responsibilities undertaken pursuant to this Agreement shall be for the sole
and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall
inure to the benefit of and be binding upon the parties and their respective
permitted successors and assigns.
11.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as provided
herein, neither party shall make any commitments with third parties that are
binding on the other party without the other party's prior written consent.
12. Subcontractors
12.1 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or omissions
to act of unaffiliated third parties such as by way of example and not
limitation, Airborne Services, Federal Express, United Parcel Service, the U.S.
Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent
selected such company, the Transfer Agent shall have exercised due care in
selecting the same, and shall have acted without negligence, bad faith or
willful misconduct.
13. Miscellaneous
13.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties and, if material, authorized or approved by a
resolution of the Board of Trustees of the Fund.
13.2 Colorado Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of the
state of Colorado.
13.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its controls, and such party has acted without
negligence, bad faith or willful misconduct, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes. In the event of a disaster rendering the Transfer
Agent's systems or facilities inoperable, the Transfer Agent will use all
reasonable efforts to continue to provide services to the Fund in accordance
with the Transfer Agent's then current Business Contingency plan, which includes
such general back-up facilities as the Transfer Agent reasonably determines to
be appropriate.
13.4 Notice. A copy of the Agreement and Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the
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Board of Trustees of the Fund as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
the Fund.
13.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections of
proprietary rights and trade secrets shall survive the termination of this
Agreement.
13.6 Severability. If any provision or provisions of this Agreement shall
be held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
13.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement and any
Schedules or attachments hereto, the terms and conditions contained in this
Agreement shall take precedence.
13.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other party
shall be construed as a waiver of any succeeding breach of the same or of any
other covenant or condition.
13.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement witrespect to the
subject matter hereof whether oral or written.
13.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
13.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature hotographic or other
similar process. The parties hereto each agree that any such reproduction shall
be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence.
13.12 Notices. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of which the
respective party shall have notified the other.
(a) ALPS Mutual Funds Services, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: General Counsel
Fax: 000.000.0000
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(b) If to the Fund, to:
State Street Institutional Investment Trust
Xxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
14. Additional Funds
In the event that the Fund establishes one or more Portfolios, in addition
to those listed on the attached Schedule A, with respect to which it desires to
have the Transfer Agent render services as transfer agent under the terms
hereof, it shall so notify the Transfer Agent in writing, and if the Transfer
Agent agrees in writing to provide such services, such Portfolio shall become a
Portfolio hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ALPS MUTUAL FUNDS SERVICES, INC. STATE STREET INSTITUTIONAL INVESTMENT
TRUST
By: /s/ Xxxxxx X. May By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. May Name: Xxxxxx Xxxxxx
Title: Managing Director Title: President
16
SCHEDULE A
STATE STREET
FUND LIST
State Street Institutional Investment Trust
State Street Institutional Liquid Reserves Fund
17
SCHEDULE B
FEE SCHEDULE
Base Fee:
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens.
Annual Base Fee of:
$25,000 on the primary class of shares of each Portfolio
$5,000 fee for each additional class of shares of each Portfolio
Annual Open Account Fee of:
$15 per open account
Annual Inactive Account Fee of:
$5 per inactive account(1).
Annual Closed Account Fee of
$0.50 per closed account(2).
(1) An inactive account is an account with a zero balance that has had activity
in the last eighteen months.
(2) A closed account is an account with a zero balance that has not had activity
in the last eighteen months.
Out-of-Pocket Fees:
The following list includes some, but not all, of the Out-of-Pocket Fees any
expenses that may be incurred by ALPS from outside vendors. All Out-of-Pocket
Fees and expenses, whether or not listed below, are passed directly through a
cost to our clients as Out-of-Pocket Fees and expenses. The following fees are
estimates and are subject to change:
- $15 annual fee on fiduciary accounts (may be charged to shareholders
directly)
- Monthly NSCC-interface fees
- The cost of printing and mailing shareholder confirmations and
statements
- The cost of fund-specific statement paper and envelopes
- Postage
- Service auditor's report
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- Customized programming
- Other miscellaneous expenses that may occur at the Fund's direction
ALPS MUTUAL FUNDS SERVICES, INC. STATE STREET INSTITUTIONAL
INVESTMENT TRUST
By: /s/ Xxxxxx X. May By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. May Name: Xxxxxx Xxxxxx
Title: Managing Director Title: President
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SCHEDULE C
SECURITY PROCEDURES
TELEPHONE VERIFICATION PROCEDURES:
The Transfer Agent will require verification of all of the following by the
caller
- Social Security number or Tax ID number
- Account Registration / Legal Name of Account
- Mailing Address of Record
FAX VERIFICATION PROCEDURES:
The Transfer Agent will require that the fax contain an authorized signature for
verification. In addition, for faxed applications, the Transfer Agent will
require the shareholder to mail the original in a timely manner.
Mail
NO Signature Signature
Guarantee Guarantee
Phone Fax Required Required
----- --- -------- --------
Redemptions
Wire to bank instructions on record X
X X
Wire to new bank instructions
X
Exchanges between classes X
X X
Purchases
Purchase by wire X
X X
Transfers
Transfer assets to different account registration
X X
Account Maintenance
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Phone Fax Required Required
----- --- -------- --------
Establish new account
X X
Change address of record
X X X
Mail
NO Signature Signature
Guarantee Guarantee
Phone Fax Required Required
----- --- -------- --------
Change account registration
X X
Add bank wiring instructions
X X
Remove bank wiring instructions X
X X
Change interested party (additional mailings)
X X
Change broker dealer of record
X X
Change dividend options X
X X
Addition or removal of authorized signer or transactor
X X
ALPS MUTUAL FUNDS SERVICES, INC. STATE STREET INSTITUTIONAL INVESTMENT
TRUST
By: /s/ Xxxxxx X. May By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. May Name: Xxxxxx Xxxxxx
Title: Managing Director Title: President
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