EXHIBIT 99.(d)(i)
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN
SSGA FUNDS MANAGEMENT, INC.
AND
streetTRACKS(R) SERIES TRUST
This Agreement is made as of this 1st day of September, 2003, between
streetTRACKS(R) Series Trust, a Massachusetts business trust (the "Trust"), and
SSgA Funds Management, Inc., a Massachusetts corporation (the "Adviser").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), currently consisting of the ten separate portfolio series set forth on
Exhibit A to this Agreement (each a "Fund" and collectively, the "Initial
Funds"), each having its own investment policies; and
WHEREAS, the Adviser is in the business of providing investment
advisory services; and
WHEREAS, the Trust retained the Adviser to render investment advisory
services to the Trust with respect to the Initial Funds and such other series
subsequently established by the Trust and made subject to this Agreement in
accordance with paragraph 1(b) (the "Additional Funds") (the Initial Funds
together with the Additional Funds being referred to herein as the "Funds")
pursuant to an Investment Advisory Agreement between the parties dated May 1,
2001, and the Adviser is willing to render such services; and
WHEREAS, the parties wish to amend and restate such Investment Advisory
Agreement to reflect certain non-material changes;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Trust and Adviser agree as follows:
1. APPOINTMENT OF ADVISER.
(a) Initial Funds: The Trust hereby appoints the Adviser to act as
investment adviser to the Initial Funds for the period and on the terms set
forth in this Agreement. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided. The
Trust warrants that the Adviser has been duly appointed to act hereunder.
(b) Additional Funds: In the event that the Trust establishes one
or more series other than the Initial Funds with respect to which it desires to
retain the Adviser to render investment advisory services hereunder, it shall so
notify the Adviser in writing, indicating the advisory fee to be payable with
respect to each Additional Fund. If the Adviser is willing to render such
services, it shall so notify the Trust in writing, whereupon each such
Additional Fund shall become a Fund hereunder. In such event, a writing signed
by both the Trust and the Adviser shall be annexed hereto as a part hereof
indicating that each such Additional Fund has become a Fund hereunder and
reflecting the agreed-upon fee schedule for each such Additional Fund.
2. ADVISORY DUTIES. Subject to the supervision of the Board of Trustees of
the Trust (the "Board"), the Adviser shall manage the investment operations and
determine the composition of the portfolio of each Fund, including the purchase,
retention and disposition of the securities and other instruments held by the
Fund, in accordance with such Fund's investment objective and policies as stated
in the then current prospectus and Statement of Additional Information for such
Fund contained in the
Trust's Registration Statement on Form N-1A (the "Registration Statement"), as
such prospectus and Statement of Additional Information are amended or
supplemented from time to time. The Adviser's duties hereunder are subject to
the following understandings:
(a) The Adviser shall provide supervision of investments, furnish
a continuous investment program for the Funds, determine from time to time what
investments or securities will be purchased, retained or sold by the Funds, and
what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Trust's Declaration of
Trust, By-Laws, Registration Statement and the terms and conditions of the order
of exemption under the 1940 Act of the Securities and Exchange Commission (IC
Release No. 24666) (September 25, 2000) granted pursuant to the Second Amended
and Restated Application, and with the instructions and directions of the Board,
provided, however, the Adviser shall not be responsible for acting contrary to
any of the foregoing that are changed without notice of such change to the
Adviser; and the Adviser shall conform to and comply with the applicable
requirements of the 1940 Act and all other applicable federal or state laws and
regulations;
(c) The Adviser shall promptly communicate to the officers and
Trustees of the Trust such information relating to transactions of the Funds as
they may reasonably request. On occasions when the Adviser deems the purchase or
sale of a security to be in the best interest of a Fund as well as other
clients, the Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased, provided that
all accounts are treated equitably and fairly. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transactions, shall be made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Trust and to
such other clients;
(d) The Adviser shall maintain books and records with respect to
the Trust's securities transactions and shall render to the Board such periodic
and special reports as the Board may reasonably request;
(e) The Adviser shall provide the Trust with a list of all
securities transactions as reasonably requested by the Trust;
(f) The investment advisory services of the Adviser to the Trust
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others; and
(g) The Adviser shall initially determine and make such
modifications to the identity and number of shares of the Deposit Securities and
the Fund Securities required for a Fund Deposit or Redemption for each Fund as
may be necessary as a result of rebalancing adjustments and corporate action
events (and may give directions to the Trust's Custodian with respect to such
designation).
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE COMMISSIONS. The
Adviser, subject to and in accordance with any directions which the Board may
issue from time to time, shall place, in the name of the Trust, orders for the
execution of the securities transactions in which any Fund is authorized to
invest. When placing such orders, the primary objective of the Adviser shall be
to obtain the best net price and execution ("best execution") for the Trust but
this requirement shall not be deemed to obligate the Adviser to place any order
solely on the basis of obtaining the lowest commission rate if the other
standards set forth in this section have been satisfied. The Trust recognizes
that there are likely to be many cases in which different brokers are equally
able to provide such best execution and that, in selection among such brokers
with respect to particular trades, it is desirable to choose those brokers
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who furnish "brokerage and research services" (as defined in Section 28(e)(3) of
the Securities and Exchange Act of 1934) or statistical quotations and other
information to the Trust and/or the Adviser in accordance with the standards set
forth below. The Adviser may where it deems appropriate place orders with a
broker who charges a higher commission than another broker would have charged
for effecting that transaction, provided that the excess commission is
reasonable in relation to the value of brokerage and research services provided
by that broker. Accordingly, the Trust and the Adviser agree that the Adviser
may select brokers for the execution of any Fund's securities transactions from
among:
a. Those brokers and dealers who provide brokerage and research
services, or statistical quotations and other information to the Trust,
specifically including the quotations necessary to determine the Trust's net
assets, in such amount of total brokerage as may reasonably be required in light
of such services.
b. Those brokers and dealers who provide brokerage and research
services to the Adviser which relate directly to portfolio securities, actual or
potential, of the Trust, or which place the Adviser in a better position to make
decisions in connection with the management of the Trust's assets, whether or
not such data may also be useful to the Adviser in managing other portfolios or
advising other clients, in such amount of total brokerage as may reasonably be
required.
The Adviser agrees that no investment decision will be made or
influenced by a desire to provide brokerage for allocation in accordance with
the foregoing, and that the right to make such allocation of brokerage shall not
interfere with the Adviser's primary duty to obtain the best execution for the
Trust.
4. BOOKS AND RECORDS. The Adviser shall keep the Trust's books and records
required to be maintained by it pursuant to paragraph 2(d) hereof. The Adviser
agrees that all records which it maintains for the Trust are the property of the
Trust and it shall surrender promptly to the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Securities and Exchange Commission (the
"Commission") under the 1940 Act any such records as are required to be
maintained by Rule 31a-1(f) of the Commission under the 1940 Act. Nothing herein
shall prevent the Adviser from maintaining its own records as required by law,
which may be a duplication of the Trust's records.
5. REPORTS TO ADVISER. The Trust agrees to furnish the Adviser at its
principal office all prospectuses, proxy statements, reports to stockholders,
sales literature or other material prepared for distribution to shareholders of
the Trust or the public, which refer in any way to the Adviser, if reasonably
practicable ten (10) days prior to use thereof and not to use such material if
the Adviser should object thereto in writing within seven (7) days after receipt
of such material; provided, however, that the Adviser hereby approves all uses
of its name which merely refer in accurate terms to its appointment as
investment adviser hereunder, which merely identifies the Trust, or which are
required by the Commission or a state securities commission. In the event of
termination of this Agreement, the Trust shall, on written request of the
Adviser, forthwith delete any reference to the Adviser from any materials
described in the preceding sentence. The Trust shall furnish or otherwise make
available to the Adviser such other information relating to the business affairs
of the Trust as the Adviser at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
6. PROXIES. Unless the Trust gives written instructions to the contrary,
the Adviser shall vote or not vote all proxies solicited by or with respect to
the issuers of securities in which assets of any Fund may be invested. The
Adviser shall use its best good faith judgment to vote or not vote such proxies
in a manner which best serves the interests of the Trust's shareholders.
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7. EXPENSES. During the term of this Agreement, the Adviser shall pay all
of the expenses of each Fund of the Trust except for the advisory fee, payments
under each Fund's 12b-1 plan, brokerage expenses, taxes, interest, fees and
expenses of the Independent Trustees (including any Trustee's counsel fees),
litigation expenses and other extraordinary expenses.
8. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in this Agreement, the Trust shall pay to the Adviser such
compensation as is designated in Exhibit A to this Agreement, so long as the
Adviser has not waived all or a portion of such compensation.
9. LIMITATION OF ADVISER'S LIABILITY. In the absence of (a) willful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and duties hereunder, (b) reckless disregard by
the Adviser of its obligations and duties hereunder, or (c) a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case, any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not
be subject to any liability whatsoever to the Trust, or to any shareholder of
the Trust, for any error of judgment, mistake of law or any other act or
omission in the course of, or connected with, rendering services hereunder
including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of the Trust.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective with respect to each
Initial Fund on the date hereof, or, with respect to any Additional Fund on the
date of the written notification specified in Section 1(b). This Agreement,
unless sooner terminated as provided herein, shall continue for each Fund for
one year following the effective date of this Agreement with respect to the
Fund, and thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board 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 such approval, and (b) by
the Board or by vote of a majority of the outstanding voting securities of the
Fund in accordance with the provisions of the 1940 Act.
(b) This Agreement may be terminated by the Trust at any time,
without the payment of any penalty, by the Board or by the majority vote of
either the entire Board or by vote of a majority of the outstanding voting
securities of the Fund (in accordance with the provisions of the 0000 Xxx) on 60
days' written notice to the Adviser. This Agreement may also be terminated by
the Adviser on 90 days' written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act and the rules thereunder).
11. CHOICE OF LAW. This Agreement shall be construed in accordance with the
laws of The Commonwealth of Massachusetts and any applicable federal law.
12. LIMITATION OF LIABILITY. The Amended and Restated Declaration of Trust
filed on September 6, 2000, which is hereby referred to and a copy of which is
on file with the Secretary of The Commonwealth of Massachusetts, provides that
the name streetTRACKS(R) Series Trust means the Trustees from time to time
serving (as Trustees but not personally) under such Declaration of Trust. It is
expressly acknowledged and agreed that the obligations of the Trust hereunder
shall not be binding upon any of the shareholders, Trustees, officers, employees
or agents of the Trust, personally, but shall bind only the trust property of
the Trust, as provided in its Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees of the Trust and signed
by an officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer
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shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in its Declaration of Trust.
13. ENGAGEMENT OF SUB-ADVISERS (streetTRACKS(R) Wilshire REIT Index Fund)
The Adviser is authorized to engage one or more sub-advisers for the performance
of any of the services contemplated to be rendered by the Adviser to
streetTRACKS(R) Wilshire REIT Index Fund under this Agreement, which
sub-advisers may be affiliates of the Adviser.
IN WITNESS WHEREOF, the due execution hereof as of the date first above written.
Attest: streetTRACKS(R) SERIES TRUST
By: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxx Zeven
-------------------------------- -----------------------------
Name: Xxxx Xxxxx Zeven
Title: Secretary
Attest: SSGA FUNDS MANAGEMENT, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Principal
-----------------------------
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EXHIBIT A
As consideration for the Adviser's services to each of the following
Funds, the Adviser shall receive from each Fund a unitary fee, accrued daily at
the rate of 1/365th of the applicable fee rate and payable monthly on the first
business day of each month, of the following annual percentages of the Fund's
average daily net assets during the month. The Adviser will pay all of the
expenses of each Fund of the Trust except for the advisory fee, payments under
each Fund's Rule 12b-1 plan, brokerage expenses, taxes, interest, fees and
expenses of the Independent Trustees (including any Trustee's counsel fees),
litigation expenses and other extraordinary expenses.
ANNUAL % OF AVERAGE
FUND DAILY NET ASSETS
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streetTRACKS(R) Dow Xxxxx U.S. Large-Cap Value Fund 0.20%
streetTRACKS(R) Dow Xxxxx U.S. Large-Cap Growth Fund 0.20%
streetTRACKS(R) Dow Xxxxx U.S. Small-Cap Value Fund 0.25%
streetTRACKS(R) Dow Xxxxx U.S. Small-Cap Growth Fund 0.25%
streetTRACKS(R) Dow Xxxxx Global Titans Index Fund 0.50%
streetTRACKS(R) Wilshire REIT Index Fund 0.25%
streetTRACKS(R) Xxxxxx Xxxxxxx Technology Index Fund 0.50%
streetTRACKS(R) Xxxxxx Xxxxxxx Internet Index Fund 0.50%
FORTUNE 500(R) Index Fund 0.20%
FORTUNE e-50(TM) Index Fund 0.20%
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