EXHIBIT (5)(b)
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of ____________________________ by and
between STATE STREET RESEARCH & MANAGEMENT COMPANY, a corporation organized
under the laws of Delaware having its principal place of business in Boston,
Massachusetts (the "Manager"), and STATE STREET RESEARCH GROWTH TRUST, a
Massachusetts business trust having its principal place of business in Boston,
Massachusetts (the "Trust").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment management services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
in separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, on or about February 1, 1989, the Trust established an
original series currently known as State Street Research Growth Fund to which
this Agreement does NOT apply; and
WHEREAS, the Trust subsequently established series known as State
Street Concentrated International Fund ("Concentrated International Fund") and
State Street Research Technology Fund ("Technology Fund") together with all
other series established by the Trust after the date of this Agreement with
respect to which the Manager renders management and investment advisory services
pursuant to the terms of this Agreement, being herein collectively referred to
as the "Funds" and individually as a "Fund."
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the
parties hereto as follows:
1. APPOINTMENT OF MANAGER.
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(a) Concentrated International Fund and Technology Fund. The
Trust hereby appoints the Manager to act as manager and investment
adviser to the Concentrated International Fund and Technology Fund for
the period and on the terms herein set forth. The Manager accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
(b) Additional Funds. In the event that the Trust establishes
one or more series of shares other than the Initial Fund with respect
to which it desires to retain the Manager to render management and
investment advisory services hereunder, it shall so notify the Manager
in writing, indicating the advisory fee to be payable with respect to
the additional series of shares. If the Manager is willing to render
such services, it shall so notify the Trust in writing, whereupon such
series of shares shall become a Fund hereunder. In such event a writing
signed by both the Trust and the Manager shall be annexed hereto as a
part hereof indicating that such additional series of shares has become
a Fund hereunder and reflecting the agreed-upon fee schedule for such
Fund to the extent the provisions of Section 4 shall not apply with
respect thereto.
2. DUTIES OF MANAGER.
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The Manager, at its own expense, shall furnish the following
services and facilities to the Trust:
(a) Investment Program. The Manager shall (i) furnish
continuously an investment program for each Fund, (ii) determine
(subject to the overall supervision and review of the Board of Trustees
of the Trust) what investments shall be purchased, held, sold or
exchanged by each Fund and what portion, if any, of the assets of each
Fund shall be held uninvested, and (iii) make changes on behalf of the
Trust in the investments of each Fund. The Manager shall also manage,
supervise and conduct the other affairs and business of the Trust and
each Fund thereof and matters incidental thereto, subject always to the
control of the Board of Trustees of the Trust and to the provisions of
the Master Trust Agreement and By-Laws of the Trust, as amended, and
the Prospectuses of the Trust as from time to time amended and in
effect and the 1940 Act. Subject to the foregoing, the Manager shall
have the authority to engage one or more sub-advisers in connection
with the management of the Funds, which sub-advisers may be affiliates
of the Manager.
(b) Regulatory Reports. The Manager shall furnish to the Trust
necessary assistance in:
(i) the preparation of all reports now or hereafter
required by federal or other laws; and
(ii) the preparation of prospectuses, registration
statements and amendments thereto that may be required by
federal or other laws or by the rules or regulations of any
duly authorized commission or administrative body.
(c) Office Space and Facilities. The Manager shall furnish the
Trust office space in the offices of the Manager, or in such other
place or places as may be agreed upon from time to time, and all
necessary office facilities, business equipment, supplies, utilities,
and telephone service for managing the affairs and investments of the
Trust.
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(d) Services of Personnel. The Manager shall provide all
necessary executive and administrative personnel for managing the
affairs of the Trust, including personnel to perform clerical,
bookkeeping, accounting and other office functions. These services are
exclusive of the bookkeeping and accounting services of any dividend
disbursing agent, transfer agent, registrar or custodian. The Manager
shall compensate all personnel, officers and Trustees of the Trust if
such persons are also employees of the Manager or its affiliates.
(e) Fidelity Bond. The Manager shall arrange for providing and
maintaining a bond issued by a reputable insurance company authorized
to do business in the place where the bond is issued against larceny
and embezzlement covering each officer and employee of the Trust and/or
the Manager who may singly or jointly with others have access to funds
or securities of the Trust, with direct or indirect authority to draw
upon such funds or to direct generally the disposition of such funds.
The bond shall be in such reasonable amount as a majority of the
Trustees who are not "interested persons" of the Trust, as defined in
the 1940 Act, shall determine, with due consideration given to the
aggregate assets of the Trust to which any such officer or employee may
have access. The premium for the bond shall be payable by the Trust in
accordance with paragraph 3(o).
(f) Portfolio Transactions. The Manager shall place all orders
for the purchase and sale of portfolio securities for the account of
each Fund with brokers or dealers selected by the Manager, although the
Trust will pay the actual brokerage commissions on portfolio
transactions in accordance with paragraph 3(d).
3. ALLOCATION OF EXPENSE.
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Except for the services and facilities to be provided by the
Manager as set forth in paragraph 2 above, the Trust assumes and shall
pay all expenses for all other Trust operations and activities and
shall reimburse the Manager for any such expenses incurred by the
Manager (it being understood that the Trust shall allocate such
expenses between or among its Funds to the extent contemplated by its
Master Trust Agreement). The expenses to be borne by the Trust shall
include, without limitation:
(a) all expenses of organizing the Trust or forming any
Fund thereof;
(b) the charges and expenses of any registrar, share transfer
or dividend disbursing agent, shareholder servicing agent, custodian,
or depository appointed by the Trust for the safekeeping of its cash,
portfolio securities and other property, including the costs of
servicing shareholder investment accounts and bookkeeping, accounting
and pricing services;
(c) the charges and expenses of auditors;
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(d) brokerage commissions and other costs incurred in
connection with transactions in the portfolio securities of the Trust,
including any portion of such commissions attributable to brokerage and
research services as defined in Section 28(e) of the Exchange Act;
(e) taxes, including issuance and transfer taxes and
registration, filing or other fees payable by the Trust to federal,
state or other governmental agencies;
(f) expenses, including the cost of printing certificates,
relating to the issuance of shares of the Trust;
(g) expenses involved in registering and maintaining
registrations of the Trust and of its shares with the Securities and
Exchange Commission and various states and other jurisdictions,
including reimbursement of actual expenses incurred by the Manager in
performing such functions for the Trust, which may include compensation
of persons who are employees of the Manager, in proportion to the
relative time spent on such matters;
(h) expenses related to the redemption of shares of the Trust,
including expenses attributable to any program of periodic redemption;
(i) expenses of shareholders' and Trustees' meetings,
including meetings of committees, and of preparing, printing and
mailing proxy statements, quarterly reports, semiannual reports, annual
reports and other communications to existing shareholders;
(j) expenses of preparing and setting in type prospectuses,
and expenses of printing and mailing the same to existing shareholders
(but not expenses of printing and mailing of prospectuses and
literature used for promotional purposes);
(k) compensation and expenses of Trustees who are not
"interested persons" within the meaning of the 1940 Act;
(l) expense of maintaining shareholder accounts and
furnishing, or causing to be furnished, to each shareholder a statement
of his account, including the expense of mailing;
(m) charges and expenses of legal counsel in connection with
matters relating to the Trust, including, without limitation, legal
services rendered in connection with the Trust's legal and financial
structure and relations with its shareholders, issuance of shares of
the Trust, and registration and qualification of securities under
federal, state and other laws;
(n) the cost and expense of maintaining the books and records
of the Trust, including general ledger accounting;
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(o) insurance premiums on fidelity, errors and omissions and
other coverages including the expense of obtaining and maintaining a
fidelity bond as required by Section 17(g) of the 1940 Act;
(p) interest payable on Trust borrowings; and
(q) such other nonrecurring expenses of the Trust as may
arise, including expenses of actions, suits, or proceedings to which
the Trust is a party and expenses resulting from the legal obligation
which the Trust may have to provide indemnity with respect thereto.
4. ADVISORY FEE.
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For the services and facilities to be provided by the Manager
as set forth in paragraph 2 hereof, the Trust agrees that each Fund
shall pay to the Manager a monthly fee as soon as practical after the
last day of each calendar month, which fee shall be paid at a rate
equal to (a) ____________ one hundredths of one percent (0.____%) for
the Concentrated International Fund, and (b) ______________ one
hundredths of one percent (0.____%) for the Technology Fund, on an
annual basis of the average daily net asset value of each such Fund for
such calendar month, commencing as of the date on which this Agreement
becomes effective with respect to such Fund.
In the case of commencement or termination of this Agreement
with respect to any Fund during any calendar month, the fee with
respect to such Fund for that month shall be reduced proportionately
based upon the number of calendar days during which this Agreement is
in effect with respect to such Fund, and the fee shall be computed
based upon the average daily net asset value of such Fund during such
period.
5. RELATIONS WITH TRUST.
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Subject to and in accordance with the Master Trust Agreement
and By-Laws of the Trust and the Certificate of Incorporation and
By-Laws of the Manager, it is understood that Trustees, officers,
agents and shareholders of the Trust are or may be interested in the
Manager (or any successor thereof) as directors, officers or otherwise,
that directors, officers, agents and shareholders of the Manager (or
any successor thereof) are or may be interested in the Trust as
Trustees, officers, agents, shareholders or otherwise, that the Manager
(or any such successor thereof) is or may be interested in the Trust as
a shareholder or otherwise and that the effect of any such adverse
interests shall be governed by said Master Trust Agreement, Certificate
of Incorporation and By-Laws.
6. LIABILITY OF MANAGER.
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The Manager shall not be liable to the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates; provided,
however, that no provision of this Agreement shall be
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deemed to protect the Manager against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any
willful misfeasance, bad faith or gross negligence in the performance
of its duties or the reckless disregard of its obligations and duties
under this Agreement, nor shall any provision hereof be deemed to
protect any Trustee or officer of the Trust against any such liability
to which he might otherwise be subject by reason of any willful
misfeasance, bad faith or gross negligence in the performance of his
duties or the reckless disregard of his obligations and duties. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
7. DURATION AND TERMINATION OF THIS AGREEMENT.
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(a) Duration. This Agreement shall become effective with
respect to the Concentrated International Fund and/or Technology Fund
on the later of (i) the date on which a Registration Statement with
respect to the shares of the Concentrated International Fund and/or
Technology Fund under the Securities Act of 1933, as amended, is first
declared effective by the Securities and Exchange Commission or (ii)
the date on which such Fund commences operations or offering its shares
to the public, and, with respect to any additional Fund, on the date of
receipt by the Trust of notice from the Manager in accordance with
paragraph 1(b) hereof that the Manager is willing to serve as Manager
with respect to such Fund. Unless terminated as herein provided, this
Agreement shall remain in full force and effect with respect to the
Concentrated International Fund or Technology Fund until the date which
is two years after the effective date of this Agreement, and with
respect to each additional Fund, for two years from the date on which
this Agreement becomes effective for such Fund. Subsequent to such
initial periods of effectiveness this Agreement shall continue in full
force and effect, subject to Section 8(c), for successive one-year
periods with respect to each Fund so long as such continuance with
respect to such Fund is approved at least annually (a) by either the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of such Fund, and (b) in
either event, by the vote of a majority of the Trustees of the Trust
who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(b) Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective with respect to any Fund until approved by
vote of the holders of a majority of that Fund's outstanding voting
securities (as defined in the 0000 Xxx) if such a vote is required
under the 1940 Act for such amendment.
Notwithstanding paragraph 7(b) of the Agreement, no
shareholder vote shall be required for any amendments to the Agreement
for which the Securities and
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Exchange Commission or its staff has indicated that no shareholder vote
is necessary, as for example, in the case of a decrease in the advisory
fee under the Agreement.
(c) Termination. This Agreement may be terminated with respect
to any Fund at any time, without payment of any penalty, by vote of the
Trustees or by vote of a majority of the outstanding voting securities
(as defined in the 0000 Xxx) of that Fund, or by the Manager, in each
case on sixty (60) days' prior written notice to the other party.
(d) Automatic Termination. This Agreement shall automatically
and immediately terminate in the event of its assignment (as defined in
the 1940 Act).
(e) Approval, Amendment or Termination by Individual Fund. Any
approval, amendment or termination of this Agreement shall be effective
to continue, amend or terminate this Agreement with respect to such
Fund notwithstanding (i) that such action has not been approved by the
holders of a majority of the outstanding voting securities of any other
Fund affected thereby, and (ii) that such action has not been approved
by the vote of a majority of the outstanding voting securities of the
Trust, unless such action shall be required by any applicable law or
otherwise.
8. SERVICES NOT EXCLUSIVE.
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The services of the Manager to the Trust hereunder are not to
be deemed exclusive, and the Manager shall be free to render similar
services to others so long as its services hereunder are not impaired
thereby.
9. NAME OF TRUST.
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It is understood that the phrases "State Street" and "State
Street Research" and any logos associated with them are the valuable
property of State Street Research & Management Company, the Manager,
that the phrase "MetLife" and any logos associated with that name are
the valuable property of Metropolitan Life Insurance Company, and that
the Trust has the right to include such phrases as a part of its name
and the names of its Funds only so long as this Agreement shall
continue. Upon termination of this Agreement the Trust shall forthwith
cease to use such phrases and logos.
10. PRIOR AGREEMENTS SUPERSEDED.
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This Agreement supersedes any prior agreement relating to the
subject matter hereof between the parties hereto.
11. NOTICES.
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Notices under this Agreement shall be in writing and shall be
addressed, and delivered or mailed postage prepaid, to the other party
at such address as such other party may designate from time to time for
the receipt of such notices. Until further notice to
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the other party, the address of each party to this Agreement for this
purpose shall be Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
12. GOVERNING LAW; COUNTERPARTS.
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This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together, constitute only one
instrument.
13. LIMITATION OF LIABILITY.
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The term "State Street Research Growth Trust" means and refers
to the Trustees from time to time serving under the First Amended and
Restated Master Trust Agreement of the Trust dated February 5, 1993 as
the same may subsequently hereto have been, or subsequently hereto may
be, amended. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, assistant officers, agents or employees of the
Trust as individuals or personally, but shall bind only the trust
property of the Trust, as provided in the Master Trust Agreement of the
Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by a duly authorized
officer or assistant officer of the Trust, acting as such, and neither
such authorization nor such execution and delivery shall be deemed to
have been made individually or to impose any personal liability, but
shall bind only the trust property of the Trust as provided in its
Master Trust Agreement. The Master Trust Agreement of the Trust
provides, and it is expressly agreed, that each Fund of the Trust shall
be solely and exclusively responsible for the payment of its debts,
liabilities and obligations, and that no other Fund shall be
responsible for the same.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
XXXXX XXXXXX XXXXXXXX & XXXXX XXXXXX RESEARCH
MANAGEMENT COMPANY GROWTH TRUST
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