DISTRIBUTION AGREEMENT
Exhibit
(e)(1)
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 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.
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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 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.
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(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.
(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.
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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 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;
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(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 Xxxx | |
| Name: | Xxxxx Xxxx | ||
| Title: | President | ||
| STATE STREET GLOBAL MARKETS, LLC | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | ||
| Title: | 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)
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 August, 2009
