Exhibit (8)(c)
FIRST AMENDED AND RESTATED
SHAREHOLDERS' ADMINISTRATIVE SERVICES AGREEMENT
Agreement made as of November 3, 1993, by and among the undersigned
investment companies, severally and not jointly, (referred to herein as
"Investment Company" or "Investment Companies"), each being a business trust,
and State Street Research Investment Services, Inc. ("SSRISI"), a Massachusetts
corporation.
WHEREAS, each Investment Company is a registered investment company
with one or more separate series or funds thereunder ("Fund" or "Funds") as
listed in Appendix A, and each Investment Company desires that SSRISI perform
certain services for such Investment Company; and
WHEREAS, SSRISI is willing to perform such services for each Investment
Company, upon the terms and subject to the conditions set forth herein;
In consideration of the mutual promises and covenants set forth, the
parties agree as follows:
1. Shareholders' Administrative Services. SSRISI shall provide shareholders'
administrative services for each Investment Company, as distinguished from the
transfer agent and dividend disbursing agent services otherwise provided by each
Investment Company's transfer agent, currently State Street Bank and Trust
Company ("Transfer Agent"). Shareholders' administrative services shall include,
but not be limited to, responding to telephone, written or other inquiries or
instructions from shareholders, dealers and prospective investors concerning
account balances, available shareholder services, account statements,
transaction confirmations, procedures for purchasing and redeeming shares and
similar matters and services; accepting and monitoring receipts of wire order
trades (including trades processed via the National Securities Clearing
Corporation Fund/Serv system); receiving telephone transaction instructions and
inputting such instructions into the Transfer Agent's computer system; operating
the State Street Research Service Center and providing the services for which
the center is responsible as described in the Prospectus, if any, of each Fund
as amended from time to time; and performing such other functions as the
Investment Company and SSRISI shall determine hereafter ("Shareholders'
Administrative Services").
2. Reimbursement. The Investment Company shall reimburse SSRISI for its costs in
providing such Shareholders Administrative Services. Such costs may include, but
not be limited to, compensation of personnel, leasehold expenses, computer and
related equipment expenses, telephone charges, telephone equipment expenses,
expenses for furniture and fixtures, supplies, postage and out-of-pocket
expenses. Further, any other expenses incurred by SSRISI at the request or with
the consent of the Investment Company, will be reimbursed by the Investment
Company.
3. Term. This Agreement may be terminated at any time on not less than sixty
(60) days written notice given by any Investment Company to SSRISI, or six (6)
months written notice by SSRISI to any Investment Company.
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4. Duty of Care and Indemnification. SSRISI will at all times use reasonable
care and act in good faith in performing Shareholders' Administrative Services
hereunder. SSRISI will not be liable or responsible for delays or errors owing
to circumstances beyond its control, including, without limitation, acts of
civil or military authority, national or state emergencies, labor difficulties,
fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection,
war, riots or failure of transportation, communication or power supply.
SSRISI may rely on certifications and instructions of an officer of an
Investment Company as to proceedings or facts in connection with any action
taken by the shareholders or the Trustees of an Investment Company. SSRISI may
apply to counsel for an Investment Company, at the Investment Company's expense,
for advice whenever it deems expedient. With respect to any action taken on the
basis of such certifications or instructions or in accordance with the advice of
counsel for an Investment Company, the Investment Company will indemnify and
hold harmless SSRISI from any and all losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses).
The relevant Fund of an Investment Company will indemnify SSRISI
against and hold SSRISI harmless from any and all losses, claims, damages,
liabilities and expenses (including reasonable counsel fees and expenses) in
respect of any claim, demand, action or suit not resulting from SSRISI's bad
faith or negligence and arising out of, or in connection with, its
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performance of Shareholders' Administrative Services on behalf of a Fund under
this Agreement.
SSRISI shall also be indemnified and held harmless by the relevant Fund
against any loss, claim, damage, liability and expense (including reasonable
counsel fees and expenses) by reason of any act done by it in good faith and in
reliance upon any instrument believed by it (a) to be genuine and (b) to be
signed, countersigned or executed by any person or persons authorized to sign,
countersign, or execute such instrument.
5. Limitation of Liability. A copy of the Master Trust Agreement of each
Investment Company is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of each Investment Company as the Trustees and not
individually and that the obligations under this Agreement are not binding upon
any of the Trustees, officers, employees, agents or shareholders of an
Investment Company individually, but binding only upon the assets and property
of the relevant Fund. Each Fund shall be solely and exclusively responsible for
the payment of its debts, liabilities and obligations, and no other Fund shall
be responsible for the same.
6. Sub-administration Agreements. Officers of SSRISI and any Investment Company
may enter sub-administration agreements with other parties, including
affiliates, for the provision of sub-administration services for certain
shareholder accounts, provided that the fee payable by an Investment Company for
such sub-administration services shall not exceed the cost that would
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otherwise be incurred hereunder and under the Transfer Agency and Service
Agreement between each Investment Company and the Transfer Agent if such
services were provided directly by the Transfer Agent and SSRISI for such
accounts. Such officers may also enter sub-administration agreements where the
requisite sub-administration services are not otherwise available from SSRISI
or Transfer Agent.
7. Each Investment Company a Separate Party to Agreement. Each undersigned
Investment Company is a separate party under this Agreement.
Each Investment Company that is a party hereto shall be regarded for
all purposes as a separate party apart from any of the other Investment
Companies which are parties. Each Investment Company shall be responsible only
for its own actions and no property of a Fund shall be commingled with the
property of any other Fund. No Fund shall participate in, or effect any
transaction in connection with, any joint enterprise or other joint arrangement
or profit-sharing plan.
The use of this single document to memorialize the separate Agreement
of each of the undersigned Investment Companies is understood to be for clerical
convenience only and shall not constitute any basis for joining the Investment
Companies in any respect.
In the event that an Investment Company establishes one or more new
series or funds, in addition to the Funds listed in Appendix A, which the
Investment Company desires to have included in this Agreement, the Investment
Company shall provide written
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notice to the parties hereto and if such parties provide written consent to
include such new Fund, such new Fund shall become a party hereunder. Similarly,
a new investment company may be included hereunder by written notice to the
parties hereto and the consent of all such parties.
Liability for reimbursement of costs, out-of-pocket expenses and other
obligations herein which relate to a particular Fund shall not be the
responsibility of any other Fund.
This Agreement may not be assigned, as defined under the Investment
Company Act of 1940, by any party without the express written consent of the
other parties.
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This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts.
STATE STREET CAPITAL TRUST
STATE STREET EXCHANGE TRUST
STATE STREET GROWTH TRUST
STATE STREET MASTER INVESTMENT TRUST
METLIFE - STATE STREET EQUITY TRUST
METLIFE - STATE STREET FINANCIAL TRUST
METLIFE - STATE STREET INCOME TRUST
METLIFE - STATE STREET MONEY MARKET TRUST
METLIFE - STATE STREET TAX-EXEMPT TRUST
By: /s/ Xxxxxx X. Xxxx
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Treasurer of each above
Investment Company
STATE STREET RESEARCH INVESTMENT
SERVICES, INC.
By: /s/ Darman A. Wing
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0
XXXXXXXX X
XxxXxxx - Xxxxx Xxxxxx Equity Trust
MetLife - State Street Capital Appreciation Fund
MetLife - State Street Equity Investment Fund
MetLife - State Street Equity Income Fund
MetLife - State Street Research Global Energy Fund
MetLife - State Street Financial Trust
MetLife - State Street Research Balanced Fund
State Street Research Government Income Fund
MetLife - State Street Income Trust
MetLife - State Street High Income Fund
MetLife - State Street Government Securities Fund
MetLife - State Street Managed Assets
MetLife - State Street Money Market Trust
MetLife - State Street Money Market Fund
MetLife - State Street Tax-Exempt Trust
MetLife - State Street Tax-Exempt Fund
State Street Research California Tax Free Fund
State Street Research
Florida Tax-Free Fund
State Street Research Massachusetts Tax-Free Fund
State Street Research New York Tax-Free Fund
State Street Research
Pennsylvania Tax-Free Fund
State Street Research Texas Tax-Free Fund
State Street Research Virginia Tax-Free Fund
State Street Capital Trust
State Street Research Capital Fund
State Street Research Small Capitalization Growth Fund
State Street Exchange Trust
State Street Exchange Fund.
Xxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxx Xxxxxx Research Growth Fund
State Street Master Investment Trust
State Street Investment Trust
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