Exhibit 99.(h)(2)
ADMINISTRATION AGREEMENT
Agreement dated as of February 28, 2000 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and
State Street Institutional Investment Trust (the "Trust").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain the Administrator to furnish certain
administrative services to the Trust, and the Administrator is willing to
furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints the Administrator to act as administrator with
respect to the Trust for purposes of providing certain administrative services
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to render the services stated herein.
The Trust will initially consist of the Funds listed in Schedule A to this
Agreement. In the event that the Trust establishes one or more additional Funds
with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Trust shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such Fund shall become subject to
the provisions of this Agreement to the same extent as the existing Funds,
except to the extent that such provisions (including those relating to the
compensation and expenses payable by the Trust and its Funds) may be modified
with respect to each additional Fund in writing by the Trust and the
Administrator at the time of the addition of the Fund.
2. DELIVERY OF DOCUMENTS
The Trust will promptly deliver to the Administrator copies of each of the
following documents and all future amendments and supplements, if any:
a. The Trust's Declaration of Trust;
b. The Trust's currently effective registration statement under the
1940 Act and the Trust's Prospectus(es) and Statement(s) of
Additional Information
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relating to all Funds and all amendments and supplements thereto as
in effect from time to time;
c. Certified copies of the resolutions of the Board of Trustees of the
Trust (the "Board") authorizing (1) the Trust to enter into this
Agreement and (2) certain individuals on behalf of the Trust to (a)
give instructions to the Administrator pursuant to this Agreement
and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between the Trust and
its investment adviser;
e. A copy of the distribution agreement between the Trust and its
distributor; and
f. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would materially impair the Administrator's ability
to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of
the Administrator or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Administrator that:
a. It is a business trust, duly organized, existing and in good
standing under the laws of The Commonwealth of Massachusetts;
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b. It has the corporate power and authority under applicable laws and
by its Declaration of Trust and by-laws to enter into and perform
this Agreement;
c. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
d. It is an investment company properly registered under the 1940 Act;
e. A registration statement under the 1940 Act has been filed and will
be effective and remain effective during the term of this Agreement.
The Trust also warrants to the Administrator that as of the
effective date of this Agreement, all necessary filings under the
securities laws of the states in which the Trust offers or sells its
shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would materially impair the Trust's ability to
perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation of
the Trust or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the Trust
is authorized to issue shares of beneficial interest, and it will
initially offer shares, in the authorized amounts as set forth in
Schedule A to this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Trust and the review
and comment by the Trust's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Trust and the
Administrator:
a. Oversee the determination and publication of the Trust's net asset
value in accordance with the Trust's policy as adopted from time to
time by the Board;
b. Oversee the maintenance by the Trust's custodian of certain books
and records of the Trust as required under Rule 31a-1(b) of the 1940
Act;
c. Prepare the Trust's federal, state and local income tax returns for
review by the Trust's independent accountants and filing by the
Trust's treasurer;
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d. Review calculation, submit for approval by officers of the Trust and
arrange for payment of the Trust's expenses;
e. Prepare for review and approval by officers of the Trust financial
information for the Trust's semi-annual and annual reports, proxy
statements and other communications required or otherwise to be sent
to Trust interest holders, and arrange for the printing and
dissemination of such reports and communications to record and
beneficial shareholders through The Depository Trust Company;
f. Prepare for review by an officer of the Trust the Trust's periodic
financial reports required to be filed with the Securities and
Exchange Commission ("SEC") on Form N-SAR and financial information
required by Form N-1A and such other reports, forms or filings as
may be mutually agreed upon;
g. Prepare reports relating to the business and affairs of the Trust as
may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or independent
accountants;
h. Prepare recommendations as to each Fund's income and capital gains
available for distribution; calculate such distributions for each
Fund in accordance with applicable regulations and the distribution
policies set forth in the Trust's registration statement, and assist
Trust management in making final determination of distribution
amounts;
i. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
j. Make such reports and recommendations to the Board concerning the
performance and fees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;
k. Oversee and review calculations of fees paid to the Trust's
investment adviser, custodian and Transfer Agent;
l. Consult with the Trust's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the accounting
policies of the Trust;
m. Respond to, or refer to the Trust's officers or the Distributor or
the Transfer Agent, shareholder inquiries relating to the Trust;
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n. Provide periodic testing of portfolios to assist the Trust's
investment adviser in complying with Internal Revenue Code mandatory
qualification requirements, the requirements of the 1940 Act and
Trust prospectus limitations as may be mutually agreed upon;
o. Review and provide assistance on shareholder communications;
p. Maintain general corporate calendar;
q. Maintain copies of the Trust's Declaration of Trust and by-laws;
r. File annual and semi-annual interest holder reports with the
appropriate regulatory agencies; review text of "President's
letters" to interest holders and "Management's Discussion of Trust
Performance" (which shall also be subject to review by the Trust's
legal counsel);
s. Organize, attend and prepare minutes of shareholder meetings;
t. Provide consultation on regulatory matters relating to portfolio
management, Trust operations and any potential changes in the
Trust's investment policies, operations or structure; act as liaison
to legal counsel to the Trust and, where applicable, to legal
counsel to the Trust's independent Board members;
u. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Trust, update the
Board and the investment adviser on those developments and provide
related planning assistance where requested or appropriate;
v. Develop or assist in developing guidelines and procedures to improve
overall compliance by the Trust and its various agents;
w. Counsel and assist the Trust in the handling of routine regulatory
examinations and work closely with the Trust's legal counsel in
response to any non-routine regulatory matters;
Subject to review and comment by the Trust's legal counsel:
x. Prepare and file with the SEC amendments to the Trust's registration
statement, including updating the Prospectus and Statement of
Additional Information, where applicable;
y. Prepare and file with the SEC proxy statements; provide consultation
on proxy solicitation matters;
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z. Prepare agenda and background materials for Board meetings, make
presentations where appropriate, prepare minutes and address
follow-up on matters raised at Board meetings;
aa. Prepare and file with the SEC Rule 24f-2 notices; and
bb. Perform Blue Sky services pursuant to the specific instructions of
the Trust and as detailed in Schedule B to this Agreement.
The Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Trust such compensation for the
Administrator's services provided pursuant to this Agreement as may be agreed to
from time to time in a written fee schedule approved by the parties and
described in the then current Prospectus and initially as set forth on Schedule
C to this Agreement. The fees are accrued daily and billed monthly and shall be
due and payable upon receipt of the invoice. Upon the termination of this
Agreement before the end of any month, the fee for the part of the month before
such termination shall be prorated according to the proportion which such part
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In addition, the Trust shall reimburse the
Administrator for its out-of-pocket costs incurred in connection with this
Agreement.
The Administrator shall bear all ordinary operating expenses of each Fund,
including ordinary legal and audit expenses. However, should a Fund cease to
invest substantially all of its assets in the corresponding Portfolio of the
State Street Master Funds then such Fund of the Trust shall bear all expenses
that are incurred in its operation. Such expenses will include, but are not
limited to: organizational expenses; cost of services of independent accountants
and outside legal and tax counsel (including such counsel's review of the
Trust's registration statement, proxy materials, federal and state tax
qualification as a regulated investment company and other reports and materials
prepared by the Administrator under this Agreement); cost of any services
contracted for by the Trust directly from parties other than the Administrator;
cost of trading operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for the Trust; investment
advisory fees; taxes, insurance premiums and other fees and expenses applicable
to its operation; costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing fees and the costs
of preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director\trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Trust's tax returns, Form N-1A and Form N-SAR, and all notices,
registrations and amendments associated with applicable
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federal and state tax and securities laws; all applicable registration fees and
filing fees required under federal and state securities laws; fidelity bond and
directors' and officers' liability insurance; and cost of independent pricing
services used in computing the Trust's net asset value. The Trust agrees
promptly to reimburse the Administrator for any extraordinary expenses that the
Administrator may incur on the Trust's behalf at the Trust's request or with the
Trust's consent.
The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Trust for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Trust for
instructions and may consult with its own legal counsel or outside counsel for
the Trust or the independent accountants for the Trust at the expense of the
Trust, with respect to any matter arising in connection with the services to be
performed by the Administrator under this Agreement. The Administrator shall not
be liable, and shall be indemnified by the Trust, for any action taken or
omitted by it in good faith in reliance upon any such instructions or advice or
upon any paper or document believed by it to be genuine and to have been signed
by the proper person or persons. The Administrator shall not be held to have
notice of any change of authority of any person until receipt of written notice
thereof from the Trust. Nothing in this paragraph shall be construed as imposing
upon the Administrator any obligation to seek such instructions or advice, or to
act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only such
duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall have
no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties hereunder
unless solely caused by or resulting from the gross negligence or willful
misconduct of the Administrator, its officers or employees. The Administrator
shall not be liable for any special, indirect, incidental, or consequential
damages of any kind whatsoever (including, without limitation, attorneys' fees)
under any provision of this Agreement or for any such damages arising out of any
act or failure to act hereunder. In any event, the Administrator's liability
under this Agreement shall be limited to two times its total annual compensation
earned and fees paid hereunder during the preceding twelve months for any
liability or loss suffered by the Trust including, but not limited to, any
liability relating to qualification of the Trust as a regulated investment
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company or any liability relating to the Trust's compliance with any federal or
state tax or securities statute, regulation or ruling.
The Administrator shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its control, including
without limitation, work stoppage, power or other mechanical failure, computer
virus, natural disaster, governmental action or communication disruption.
The Trust shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Trust, provided that this indemnification shall not apply
to actions or omissions of the Administrator, its officers or employees in cases
of its or their own gross negligence or willful misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Trust.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all securities,
tax, commodities and other laws, rules and regulations applicable to it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator agrees that all records which it maintains for the Trust shall at
all times remain the property of the Trust, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Administrator further agrees
that all records which it maintains for the Trust pursuant to Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under
the 1940 Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form.
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11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Trust are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Trust
from time to time, have no authority to act or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution and
shall remain in full force and effect from the effective date for an initial
term of two years from the effective date and shall automatically continue in
full force and effect after such initial term unless either party terminates
this Agreement by written notice to the other party at least sixty (60) days
prior to the expiration of the initial term. Either party may terminate this
Agreement at any time after the initial term upon at least sixty (60) days'
prior written notice to the other party. Termination of this Agreement with
respect to any given Fund shall in no way affect the continued validity of this
Agreement with respect to any other Fund. Upon termination of this Agreement,
the Trust shall pay to the Administrator such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date of such
termination, including reasonable out-of-pocket expenses associated with such
termination. This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
13. NOTICES
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 Trust: X.X. Xxx
0000, Xxxxxx, XX 00000-0000, Attn: Xxxxx Xxxxxxx, fax: 000-000-0000; if to the
Administrator: State Street Bank and Trust Company, 0 Xxxxxx Xx Xxxxxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Fund Administration Legal Department, fax:
000-000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party, except that the Administrator may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
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15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Trust and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/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 of such reproduction shall likewise be admissible in
evidence.
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21. LIMITATION OF LIABILITY
The Declaration of Trust dated February 16, 2000, establishing the Trust,
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 State Street
Institutional Investment 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 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
STATE STREET INSTITUTIONAL INVESTMENT TRUST
By: /s/Xxxxx X. Xxxxxx
------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/Xxxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Executive Vice President
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ADMINISTRATION AGREEMENT
SCHEDULE A
LISTING OF FUNDS AND AUTHORIZED SHARES
FUND AUTHORIZED SHARES
---- -----------------
State Street Equity 500 Index Fund Unlimited
State Street Equity 2000 Index Fund Unlimited
State Street Equity 400 Index Fund Unlimited
State Street MSCI(R) EAFE(R) Index Fund Unlimited
State Street Aggregate Bond Index Fund Unlimited
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ADMINISTRATION AGREEMENT
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE TRUST, THE ADMINISTRATOR WILL PREPARE
REQUIRED DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES
LAWS OF EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD
PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE TRUST.
THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER OF
TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF TRUST SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF TRUST
SHARES IN EXCESS OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE TRUST, AND
IT SHALL BE THE TRUST'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE
ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement where
required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Administrator and
the Trust may agree upon in writing.
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Unless otherwise specified in writing by the Administrator, Blue Sky
services by the Administrator shall not include determining the availability of
exemptions under a jurisdiction's blue sky law. Any such determination shall be
made by the Trust or its legal counsel. In connection with the services
described herein, the Trust shall issue in favor of the Administrator a power of
attorney to submit Notice Filings on behalf of the Trust, which power of
attorney shall be substantially in the form of Exhibit I attached hereto.
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EXHIBIT C
As consideration for State Street Bank and Trust Company's services as
administrator, custodian and transfer agent to each of the following Funds and
such other services as the parties may from time to time agree and for State
Street's assumption of ordinary operating expenses of the Funds, State Street
shall receive from each Fund an annual administrative fee, accrued daily at the
rate of 1/365th of the applicable fee rate of the following annual percentages
of the Fund's average daily net assets during the month:
Annual percentage of
Fund average daily net assets
---- ------------------------
STATE STREET EQUITY 500 INDEX FUND .05%
- CLASS A SHARES
STATE STREET EQUITY 500 INDEX FUND .05%
- CLASS B SHARES
STATE STREET EQUITY 400 INDEX FUND .10%
STATE STREET EQUITY 2000 INDEX FUND .10%
STATE STREET MSCI(R) EAFE(R) INDEX FUND .10%
STATE STREET AGGREGATE BOND INDEX FUND .10%
STATE STREET MONEY MARKET FUND .05%
STATE STREET U.S. GOVERNMENT MONEY
MARKET FUND .05%
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of _____________________, that State
Street Institutional Investment Trust with principal offices at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Trust") makes, constitutes, and
appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with
principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx its lawful
attorney-in-fact for it to do as if it were itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of each
series of the Trust in each jurisdiction in which each series of
Trust shares are offered or sold and in connection therewith the
power to prepare, execute, and deliver and file any and all Trust
applications, including without limitation, applications to register
shares, consents, including consents to service of process, reports,
including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter
required or appropriate in the judgment of the Administrator in
connection with the registration of Trust shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or
Senior Blue Sky Administrator at the Administrator shall have
authority to act on behalf of the Trust with respect to item 1
above.
The execution of this limited power of attorney shall be deemed coupled
with an interest and shall be revocable only upon receipt by the Administrator
of such termination of authority. Nothing herein shall be construed to
constitute the appointment of the Administrator as or otherwise authorize the
Administrator to act as an officer, director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in
its name and on its behalf by and through its duly authorized officer, as of the
date first written above.
By: ______________________________
Name: ____________________________
Title: ___________________________
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