DISTRIBUTION AGREEMENT
Exhibit (e)(2)
Distribution Agreement made this 1st day of August, 2009, by and between State
Street Institutional Investment Trust, a Massachusetts trust (the “Trust”), and State Street Global
Markets, LLC, a Delaware limited liability company (the “Distributor”).
WHEREAS, the Trust is a registered open-end management investment company organized as a
series trust offering a number of portfolios of securities (each a “Fund” and collectively the
“Funds”), each investing primarily in interests of a portfolio of the State Street Master Trust,
having filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”), and the
Investment Company Act of 1940, as amended;
WHEREAS, the Trust desires to retain the services of the Distributor in connection with the
promotion and distribution of the shares of each Fund (the “Shares”);
WHEREAS, the Board of Trustees of the Trust has adopted a plan of distribution (the “12b-1
Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund and may make payments to
the Distributor pursuant to such 12b-1 Plan, subject to and in accordance with the terms and
conditions thereof and any related agreements;
WHEREAS, the Distributor is a registered broker-dealer under the Securities Exchange Act of
1934, as amended (the “1934 Act”) and a member of the Financial Industry Regulatory Authority
(“FINRA”); and
WHEREAS, the Distributor desires to provide such services to the Trust.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the
parties agree as follows:
1. Appointment. The Trust hereby appoints the Distributor as the exclusive distributor for
Shares of each Fund listed in Annex I hereto, as the same may be amended by the parties from time
to time, on the terms and for the period set forth in this Agreement and subject to the
registration requirements of the 1933 Act and of the laws governing the sale of securities in the
various states, and the Distributor hereby accepts such appointment and agrees to act in such
capacity hereunder.
2. Definitions. Wherever they are used herein, the following terms have the following
respective meanings:
a. “1940 Act” means the Investment Company Act of 1940 and the rules and regulations
thereunder as amended from time to time;
b. “Prospectus” means the Prospectus and Statement of Additional Information constituting
parts of the Registration Statement of the Trust under the 1933 Act and the 1940 Act as such
Prospectus and Statement of Additional Information may be amended or supplemented and filed with
the Commission from time to time;
c. “Registration Statement” means the registration statement most recently filed from time to
time by the Trust with the Commission and effective under the 1933 Act and the 1940 Act, as such
registration statement is amended by any amendments thereto at the time in effect;
d. All capitalized terms used but not defined in this Agreement shall have the meanings
ascribed to such terms in the Registration Statement and the Prospectus.
3. Duties of the Distributor.
(a) The Trust grants to the Distributor the right to sell the Shares as agent on behalf of
each Fund, during the term of this Agreement, subject to the registration requirements of the 1933
Act and the 1940 Act and of the laws governing the sale of securities in the various states (“Blue
Sky Laws”), under the terms and conditions set forth in this Agreement. The Distributor shall have
the right to sell, as agent on behalf of each Fund, the Shares covered by the registration
statement, prospectus and statement of additional information for the Trust then in effect under
the 1933 Act and the 0000 Xxx.
(b) The Distributor agrees to act as agent of the Trust with respect to the continuous
distribution of Shares of each Fund as set forth in the Registration Statement and in accordance
with the provisions thereof. The Distributor further agrees as follows: (a) the Distributor shall
generate and transmit confirmations of Share purchase order acceptances to the purchaser; (b) the
Distributor shall deliver copies of the prospectus, included in the Registration Statement, to
purchasers of such Shares and upon request the Statement of Additional Information; and (c) the
Distributor shall maintain telephonic, facsimile and/or access to direct computer communications
links with the Transfer Agent.
(c) The rights granted to the Distributor shall be nonexclusive in that the Trust reserves the
right to sell Shares to investors on applications received and accepted by the Trust.
(d) The Distributor agrees to administer the Rule 12b-1 Plan on behalf of the Trust. The
Distributor shall, at its own expense, set up and maintain a system of recording and payments for
fees and reimbursement of expenses disseminated pursuant to this Agreement and any other related
agreements under the Funds’ Rule 12b-1 Plan and shall, pursuant to the 1940 Act, report such
payment activity under the Rule 12b-1 Plan to the Trust at least quarterly.
(e) All activities by the Distributor and its agents and employees which are primarily
intended to result in the sale of Shares shall comply with the Registration Statement and
Prospectus, the instructions of the Board of Trustees of the Trust and all applicable laws, rules
and regulations including, without limitation, all rules and regulations made or adopted pursuant
to the 1940 Act by the Commission or any securities association registered under the 1934 Act,
including the FINRA.
(f) Except as otherwise noted in the Registration Statement and Prospectus, the offering price
for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as
determined in the manner described in the Registration Statement and Prospectus.
(g) If and whenever the determination of net asset value is suspended and until such
suspension is terminated, no further orders for Shares will be processed by the Distributor except
such unconditional orders as may have been placed with the Distributor before it had knowledge of
the suspension. In addition, the Trust reserves the right to suspend sales and Distributor’s
authority to process orders for Shares on behalf of the Trust, upon due notice to the Distributor,
if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension
will continue for such period as may be determined by the Trust.
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(h) The Distributor is not authorized by the Trust to give any information or to make any
representations other than those contained in the Registration Statement or Prospectus or contained
in shareholder reports or other material that may be prepared by or on behalf of the Trust for the
Distributor’s use. The Distributor shall be entitled to rely on and shall not be responsible in
any way for information provided to it by the Trust and its respective service providers and shall
not be liable or responsible for the errors and omissions of such service providers, provided that
the foregoing shall not be construed to protect the Distributor against any liability to the Trust
or the Trust’s shareholders to which the Distributor would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement.
(i) At the request of the Trust, the Distributor shall enter into agreements in the form
specified by the Trust (each a “Participant Agreement”) with participants in the system for
book-entry of The Depository Trust Company and the NSCC as described in the Prospectus.
(j) The Distributor shall ensure that all direct requests for Prospectuses and Statements of
Additional of Information are fulfilled. The Distributor will generally make it known in the
brokerage community that prospectuses and statements of additional information are available,
including by (i) making such disclosure in all marketing and advertising materials prepared and/or
filed by the Distributor with the FINRA, and (ii) as may otherwise be required by the Commission.
(k) The Distributor agrees to make available, at the Trust’s request, one or more members of
its staff to attend Board meetings of the Trust in order to provide information with regard to the
ongoing distribution process and for such other purposes as may be requested by the Board of
Trustees of the Trust.
4. Duties of the Trust.
(a) The Trust agrees to issue Shares of each Fund and to request The Depository Trust Company
to record on its books the ownership of such Shares in accordance with the book-entry system
procedures described in the Prospectus in such amounts as the Distributor has requested through the
Transfer Agent in writing or by other means of data transmission, as promptly as practicable after
receipt by the Trust of the requisite purchase price and acceptance of such order, upon the terms
described in the Registration Statement. The Trust may reject any order for Shares or stop all
receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with
the provisions of the Prospectus.
(b) The Trust agrees that it will take all action necessary to register an indefinite number
of Shares under the 1933 Act. The Trust will make available to the Distributor such number of
copies of its then currently effective Prospectus as the Distributor may reasonably request. The
Trust will furnish to the Distributor copies of all information, financial statements and other
papers that the Distributor may reasonably request for use in connection with the distribution of
Shares. The Trust shall keep the Distributor informed of the jurisdictions in which Shares of the
Trust are authorized for sale and shall promptly notify the Distributor of any change in this
information. The Distributor shall not be liable for damages resulting from the sale of Shares in
authorized jurisdictions where the Distributor had no information from the Trust that such sale or
sales were unauthorized at the time of such sale or sales.
(c) The Trust represents to the Distributor that the Registration Statement and Prospectus
filed by the Trust with the Commission with respect to the Trust have been prepared in conformity
with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission
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thereunder. The Trust will notify the Distributor promptly of any amendment to the Registration
Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the
Registration Statement.
5. Fees and Expenses.
(a) The Trust will, with respect to each Fund, pay to the Distributor all fees and expenses
pursuant to the terms of the Rule 12b-1 Plan in effect for each respective Fund.
(b) The Distributor will bear the following costs and expenses relating to the distribution of
Shares of the Funds: (a) the costs of maintaining the records required of a broker-dealer
registered under the 1934 Act; (b) the expenses of maintaining its registration or qualification as
a dealer or broker under federal or state laws; (c) the expenses incurred by the Distributor in
connection with normal (non-expedited) FINRA filing fees; and (d) all other expenses incurred in
connection with the distribution services contemplated herein, except as specifically provided in
this Agreement.
(c) The Distributor will pay, from the fees received by it from the Funds pursuant to the
Rule 12b-1 Plan, all fees with respect to expedited FINRA filing fees.
6. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor and each of the directors,
officers, agents and employees and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act (any of the Distributor, its officers, agents, employees and directors
or such control persons, for purposes of this paragraph, an “Indemnitee”) against any loss,
liability, claim, damages or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees
incurred in connection therewith) arising out of or based upon the claim that the Registration
Statement, Prospectus, shareholder reports or other information filed or made public by the Trust
(as from time to time amended) included an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein
(and in the case of the Prospectus, in light of the circumstances under which they were made) not
misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not
agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission
was made in reliance upon, and in conformity with information furnished to the Trust by or on
behalf of the Distributor. The Trust will also not indemnify any Indemnitee with respect to any
untrue statement or omission made in the Registration Statement or Prospectus that is subsequently
corrected in such document (or an amendment thereof or supplement thereto) if a copy of the
Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such
loss, liability, claim, damage or expense at or before the written confirmation to such person in
any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor
of the amendment or supplement prior to the sending of the confirmation. In no case (i) is the
indemnity of the Trust in favor of any Indemnitee to be deemed to protect the Indemnitee against
any liability to the Trust or its shareholders to which the Indemnitee would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is
the Trust to be liable under its indemnity agreement contained in this paragraph with respect to
any claim made against any Indemnitee unless the Indemnitee shall have notified the Trust in
writing of the claim within a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon Indemnitee (or after
Indemnitee shall have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any
liability which it may have to
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any Indemnitee against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense, or, if it
so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects
to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to
Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the
defense of any suit and retain counsel, Indemnitee, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them. If the Trust does not elect to
assume the defense of any suit, it will reimburse the Indemnitee, defendant or defendants in the
suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees to
notify the Distributor and any Indemnified Dealer promptly of the commencement of any litigation or
proceedings against it or any of its officers or trustees in connection with the issuance or sale
of any of the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees
and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act
(for purposes of this paragraph, the Trust and each of its Trustees and officers and its
controlling persons are collectively referred to as the “Trust Affiliates”) against any loss,
liability, claim, damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in
connection therewith) which the Trust Affiliate may incur under the 1933 Act or any other statute
or common law, but only to the extent that such loss, liability, claim, damages or expense shall
arise out of or be based upon (i) the allegation of any wrongful act of the Distributor or any of
its employees or (ii) allegation that the Registration Statement, Prospectus, shareholder reports
or other information filed or made public by the Trust (as from time to time amended) included an
untrue statement of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading, insofar as the statement or omission was
made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of
the Distributor. In no case (i) is the indemnity of the Distributor in favor of any Trust
Affiliate to be deemed to protect any Trust Affiliate against any liability to the Trust or its
security holders to which such Trust Affiliate would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor
to be liable under its indemnity agreement contained in this paragraph with respect to any claim
made against any Trust Affiliate unless the Trust Affiliate shall have notified the Distributor in
writing of the claim within a reasonable time after the summons or the first written notification
giving information of the nature of the claim shall have been served upon the Trust Affiliate (or
after the Trust Affiliate shall have received notice of service on any designated agent). However,
failure to notify the Distributor of any claim shall not relieve the Distributor from any liability
which it may have to the Trust Affiliate against whom the action is brought otherwise than on
account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled
to participate at its own expense in the defense or, if it so elects, to assume the defense of any
suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense
shall be conducted by counsel chosen by it and satisfactory to the Trust, its officers and Board
and to any controlling person or persons, defendant or defendants in the suit. In the event that
Distributor elects to assume the defense of any suit and retain counsel, the Trust or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect to assume the defense of
any suit, it will reimburse the Trust, its officers and Board or controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained
by them.
The Distributor agrees to notify the Trust promptly of the commencement of any litigation or
proceedings against it in connection with the issuance and sale of any of the shares.
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(c) No indemnified party shall settle any claim against it for which it intends to seek
indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without
the prior written notice to and consent from the indemnifying party, which consent shall not be
unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the
settlement contains a full release of liability with respect to the other party in respect of such
action. This section 6 shall survive the termination of this Agreement.
7. Representations.
(a) The Distributor represents and warrants that (i) it is duly organized as a Delaware
limited liability company and is and at all times will remain duly authorized and licensed to carry
out its services as contemplated herein; (ii) the execution, delivery and performance of this
Agreement are within its power and have been duly authorized by all necessary action; and (iii) its
entering into this Agreement or providing the services contemplated hereby does not conflict with
or constitute a default or require a consent under or breach of any provision of any agreement or
document to which the Distributor is a party or by which it is bound and (iv) it is registered as a
broker-dealer under the 1934 Act and is a member of the FINRA.
(b) The Trust represents and warrants that (i) it is duly organized as a Massachusetts trust
and is and at all times will remain duly authorized to carry out its obligations as contemplated
herein; (ii) it is registered as an investment company under the 1940 Act; (iii) the execution,
delivery and performance of this Agreement are within its power and have been duly authorized by
all necessary action; and (iv) its entering into this Agreement does not conflict with or
constitute a default or require a consent under or breach of any provision of any agreement or
document to which the Trust is a party or by which it is bound.
8. Duration, Termination and Amendment.
(a) This Agreement shall be effective on the date set forth above and unless terminated as
provided herein, shall continue for one year from its effective date, and thereafter from year to
year, provided such continuance is approved annually by the vote of a majority of the Board of
Trustees, and by the vote of those Trustees who are not “interested persons” of the Trust (the
“Independent Trustees”) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the
vote of those Trustees who are not “interested persons” of the Trust and who are not parties to
such plan or this Agreement and have no financial interest in the operation of such plan or in any
agreements related to such plan, cast in person at a meeting called for the purpose of voting on
the approval. This Agreement may be terminated at any time, without the payment of any penalty, as
to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority
(as defined in the 0000 Xxx) of the outstanding voting securities of the Fund, on at least sixty
(60) days prior written notice to the Distributor. In addition, this Agreement may be terminated
at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust.
This Agreement shall automatically terminate in the event of its assignment. As used in this
paragraph, the terms “assignment” and “interested persons” shall have the respective meanings
specified in the 1940 Act.
(b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plan,
and this Agreement constitutes a Rule 12b-1 Plan related agreement, (i) any material amendment to
this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals
of this Agreement, and (ii) any amendment that materially increases the amount to be spent for
distribution services requires the additional approval of the majority of the Trust’s outstanding
voting securities (as defined in the 0000 Xxx) of each affected Fund; and (iii) the selection and
nomination of those Trustees
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who are not “interested persons” (as defined in the 0000 Xxx) of the Trust shall be committed
to the discretion of the Trustees of the Trust who are not such “interested persons” of the Trust;
(c) No provision of this Agreement may be changed, waived, discharged or terminated except by
an instrument in writing signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
9. Notice. Any notice or other communication authorized or required by this Agreement to
be given to either party shall be in writing and deemed to have been given when delivered in person
or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following
address (or such other address as a party may specify by written notice to the other): if to the
Distributor: State Street Global Markets, LLC, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attn.:
General Counsel, fax: (000) 000-0000; if to the Trust: State Street Bank and Trust Company, Attn.:
Fund Administration Xxxxx Xxxxxxxxxx, X.X. Xxx 0000, Xxxxxx, XX 00000-0000, fax: (000) 000-0000.
10. Limitation of Liability. The Distributor is expressly put on notice of the limitation
of shareholder liability as set forth in the Declaration of Trust of the Trust and agrees that the
obligations assumed by the Trust under this contract shall be limited in all cases to the Trust and
its assets. The Distributor shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Trust, nor shall the Distributor seek satisfaction of any
such obligation from the Trustees or any individual Trustee of the Trust. The Distributor
understands that the rights and obligations of each series of shares of the Trust under the
Declaration of Trust are separate and distinct from those of any and all other series.
11. Choice of Law. This Agreement shall be governed by, and construed in accordance with,
the laws of The Commonwealth of Massachusetts, without giving effect to the choice of laws
provisions thereof.
12. Counterparties. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
13. Severability. If any provisions of this Agreement shall be held or made invalid, in
whole or in part, then the other provisions of this Agreement shall remain in force. Invalid
provisions shall, in accordance with this Agreement’s intent and purpose, be amended, to the extent
legally possible, by valid provisions in order to effectuate the intended results of the invalid
provisions.
14. Insurance. The Distributor will maintain at its expense an errors and omissions
insurance policy that covers services by the Distributor hereunder.
15. Segregation of Fees and Expenses. Amounts paid by each Fund to the Distributor under
its Rule 12b-1 Plan either for distribution related services or shareholder services shall not be
used to pay for the distribution of Shares of, or shareholder servicing in respect of, any other
Fund. However, fees under the Rule 12b-1 Plan attributable to the Trust as a whole shall be
allocated to each Fund according to the method adopted by the Trust’s Board of Trustees. Fees
attributable to the Trust as a whole shall include any amounts payable under the Rule 12b-1 Plan to
the Distributor for its services rendered hereunder. The Distributor’s allocation of such Rule
12b-1 Plan fees shall be subject to review by the Trust’s Board of Trustees.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
officers designated below as of the date first set forth above.
| STATE STREET INSTITUTIONAL INVESTMENT TRUST | ||||||
| By: | /s/ Xxxxx X. Xxxx | |||||
| Name: Title: |
Xxxxx Xxxx President |
|||||
| STATE STREET GLOBAL MARKETS, LLC | ||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: Title: |
Xxxxxxx Xxxxxx Senior Managing Director and Supervisory Principal | |||||
0
Xxxxx X
XXXXX
Xxxxx Xxxxxx Equity 500 Index Fund (Administrative Class/Service Class/R Class)
State Street Equity 400 Index Fund
State Street Equity 2000 Index Fund
State Street Aggregate Bond Index Fund
State Street Institutional Limited Duration Bond Fund
State Street Institutional Short-Term Tax Exempt Bond Fund
State Street Institutional Liquid Reserves Fund (Institutional Class/Service Class/Investment Class/Class M Shares)
State Street Institutional U.S. Government Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Institutional Tax Free Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Institutional Treasury Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Institutional Treasury Plus Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Equity 400 Index Fund
State Street Equity 2000 Index Fund
State Street Aggregate Bond Index Fund
State Street Institutional Limited Duration Bond Fund
State Street Institutional Short-Term Tax Exempt Bond Fund
State Street Institutional Liquid Reserves Fund (Institutional Class/Service Class/Investment Class/Class M Shares)
State Street Institutional U.S. Government Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Institutional Tax Free Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Institutional Treasury Money Market Fund (Institutional Class/Service Class/Investment Class)
State Street Institutional Treasury Plus Money Market Fund (Institutional Class/Service Class/Investment Class)
As of November 17, 2011
