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 MASTER INVESTMENT
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, the Trust currently has a series known as State Street
Research Investment Trust to which this Agreement does NOT apply; and
WHEREAS, the Trust has established a series known as State Street
Research Equity Index Fund ("Fund") with respect to which the Manager shall
render management and investment advisory services pursuant to the terms of this
Agreement; and
WHEREAS, the Trust initially desires to invest all of the Fund's
investable assets in another mutual fund with an identical investment objective
(the "Portfolio");
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the
parties hereto as follows:
1. APPOINTMENT OF MANAGER.
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The Trust hereby appoints the Manager to act as manager and
investment adviser to the 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.
2. DUTIES OF MANAGER.
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The Manager, at its own expense, shall directly manage the
assets of the Fund in the event that the Trust's Board of Trustees
determines it is in the best interests of the Fund's shareholders to
withdraw its investment in the Portfolio. At such time, the Manager
shall (i) furnish continuously an investment program for the 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 the Fund and what portion, if any, of the assets
of the Fund shall be held uninvested, and (iii) make changes on behalf
of the Trust in the investments of the Fund. In addition, the Manager
shall provide such other direct management of the assets of the Fund,
including asset allocation services, as the Board of Trustees may
determine in its discretion.
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, and services provided by the
Manager as set forth in a General Administration Agreement between the
Trust and the Manager, the Trust assumes and shall pay all expenses for
all other Trust operations and activities. The Trust shall reimburse
the Manager for the use of the Manager's personnel, equipment,
facilities and office space in providing assistance with the operations
and activities that are the responsibility of the Trust. (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 are set forth below.
(a) all expenses of organizing the Fund;
(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 the Fund's
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;
(d) brokerage commissions and other costs incurred in
connection with transactions in the portfolio securities of the Fund,
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 Fund;
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(g) expenses involved in registering and maintaining
registrations of the Fund and of its shares with the Securities and
Exchange Commission and various states and other jurisdictions;
(h) expenses related to the redemption of shares of the Fund,
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;
(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 Fund borrowings; and
(q) such other nonrecurring expenses of the Fund 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.
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4. ADVISORY FEE.
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For the services that may be provided by the Manager as set
forth in paragraph 2 hereof, the Trust agrees that the 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
____________ one hundredths of one percent (0.____%) on an annual basis
of the average daily net asset value of the 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 the Fund during any calendar month, the fee for that
month shall be reduced proportionately based upon the number of
calendar days during which this Agreement is in effect with respect to
the Fund, and the fee shall be computed based upon the average daily
net asset value of the 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 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.
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7. DURATION AND TERMINATION OF THIS AGREEMENT.
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(a) Duration. This Agreement shall become effective with
respect to the Fund on the later of (i) the date on which a
Registration Statement with respect to the shares of the 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 the Fund
commences operations or offering its shares to the public. Unless
terminated as herein provided, this Agreement shall remain in full
force and effect until the date which is two years after the effective
date of this Agreement. Subsequent to such initial period of
effectiveness this Agreement shall continue in full force and effect,
subject to Section 7(c), for successive one-year periods with respect
to the Fund so long as such continuance with respect to the 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 ▇▇▇▇ ▇▇▇) of the 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 ▇▇▇▇ ▇▇▇) 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 the Fund until approved by
vote of the holders of a majority of the Fund's outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) if such a vote is required
under the 1940 Act for such amendment.
No shareholder vote shall be required for any
amendments to the Agreement for which the Securities and 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 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 ▇▇▇▇
▇▇▇) of the 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).
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.
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9. NAME OF TRUST.
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It is understood that the phrase "State Street Research" and
any logos associated with that name are the valuable property of State
Street Research & Management Company, the Manager, and that the Trust
has the right to include such phrase as a part of its name and the name
of the Funds only so long as this Agreement shall continue. Upon
termination of this Agreement the Trust shall forthwith cease to use
such phrase and logos.
10. 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 the other party,
the address of each party to this Agreement for this purpose shall be
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
11. 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.
12. LIMITATION OF LIABILITY.
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The term "State Street Research Master Investment 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ RESEARCH
MANAGEMENT COMPANY MASTER INVESTMENT TRUST
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