Exhibit No. 4(i)
SUB-ADVISORY AGREEMENT
Agreement made as of October 10, 2000 between XXXXXXX ADVISORS, INC.
(formerly Xxxxxxxx Xxxxxxxx Asset Management, Inc.) ("Xxxxxxx"), a Delaware
corporation, and SSGA FUNDS MANAGEMENT, INC. ("Sub-Adviser"), a Massachusetts
corporation (the "Agreement").
RECITALS
(1) Xxxxxxx has entered into a Management Agreement dated June 15,
1995 ("Management Agreement") with PaineWebber PACE Select Advisors Trust
(formerly known as Managed Accounts Services Portfolio Trust ("Trust")), an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"), with respect to PACE LARGE COMPANY VALUE
EQUITY INVESTMENTS ("Portfolio");
(2) Xxxxxxx desires to retain the Sub-Adviser to furnish certain
investment advisory services to Xxxxxxx and the Portfolio; and
(3) The Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, Xxxxxxx and the Sub-Adviser agree as follows:
1. APPOINTMENT. Xxxxxxx hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Portfolio for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts that appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. DUTIES AS SUB-ADVISER.
(a) Subject to the supervision and direction of the Trust's Board of
Trustees (the "Board") and review by Xxxxxxx, and any written guidelines adopted
by the Board or Xxxxxxx, the Sub-Adviser will provide a continuous investment
program for all or a designated portion of the assets ("Segment") of the
Portfolio, including investment research and discretionary management with
respect to all securities and investments and cash equivalents in the Portfolio
or Segment. The Sub-Adviser will determine from time to time what investments
will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser
will be responsible for placing purchase and sell orders for investments and for
other related transactions for the Portfolio or Segment. The Sub-Adviser will be
responsible for voting proxies of issuers of securities held by the Portfolio or
Segment. The Sub-Adviser understands that the Portfolio's assets need to be
managed so as to permit the Portfolio to qualify or to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code, as
amended ("Code"). The
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Sub-Adviser will provide services under this Agreement in accordance with the
Portfolio's investment objective, policies and restrictions as stated in the
Trust's currently effective registration statement under the 1940 Act, and any
amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it
will obtain the best net result in terms of price and execution; provided that,
on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use brokers
that provide the Sub-Adviser with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Portfolio, and the
Sub-Adviser may pay to those brokers in return for brokerage and research
services a higher commission than may be charged by other brokers, subject to
the Sub-Adviser's determination in good faith that such commission is reasonable
in terms either of the particular transaction or of the overall responsibility
of the Sub-Adviser to the Portfolio and its other clients and that the total
commissions paid by the Portfolio or Segment will be reasonable in relation to
the benefits to the Portfolio over the long term. In no instance will portfolio
securities be purchased from or sold to Xxxxxxx or the Sub-Adviser, or any
affiliated person thereof, except in accordance with the federal securities laws
and the rules and regulations thereunder. The Sub-Adviser may aggregate sales
and purchase orders with respect to the assets of the Portfolio or Segment with
similar orders being made simultaneously for other accounts advised by the
Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places
orders to purchase or sell the same security on behalf of the Portfolio and one
or more other accounts advised by the Sub-Adviser, the orders will be allocated
as to price and amount among all such accounts in a manner believed to be
equitable over time to each account. Xxxxxxx recognizes that in some cases this
procedure may adversely affect the results obtained for the Portfolio or
Segment.
(c) The Sub-Adviser will maintain all books and records required to
be maintained pursuant to the 1940 Act and the rules and regulations promulgated
thereunder with respect to transactions by the Sub-Adviser on behalf of the
Portfolio or Segment, and will furnish the Board and Xxxxxxx with such periodic
and special reports as the Board or Xxxxxxx reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser hereby agrees that all records which it maintains for the Portfolio
are the property of the Trust, agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio
and that are required to be maintained by Rule 31a-1 under the 1940 Act, and
further agrees to surrender promptly to the Trust any records which it maintains
for the Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or
Xxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxx with economic and
investment analyses and reports as well as quarterly reports setting forth the
performance of the Portfolio or Segment and make available to the Board and
Xxxxxxx any economic, statistical and investment services that the Sub-Adviser
normally makes available to its institutional or other customers.
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(e) In accordance with procedures adopted by the Board, as amended
from time to time, the Sub-Adviser is responsible for assisting in the fair
valuation of all portfolio securities in the Portfolio or Segment and will use
its reasonable efforts to arrange for the provision of a price or prices from
one or more parties independent of the Sub-Adviser for each portfolio security
for which the custodian does not obtain prices in the ordinary course of
business from an automated pricing service.
3. FURTHER DUTIES. In all matters relating to the performance of
this Agreement, the Sub-Adviser will seek to act in conformity with the Trust's
Trust Instrument, By-Laws and Registration Statement and with the written
instructions and written directions of the Board and Xxxxxxx; and will comply
with the requirements of the 1940 Act, and, to the extent applicable, the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules
under each, the Code, and all other federal and state laws and regulations
applicable to the Trust and the Portfolio. Xxxxxxx agrees to provide to the
Sub-Adviser copies of the Trust's Trust Instrument, By-Laws, Registration
Statement, written instructions and directions of the Board and Xxxxxxx, and any
amendments or supplements to any of these materials as soon as practicable after
such materials become available; and further agrees to identify to the
Sub-Adviser in writing any broker-dealers that are affiliated with Xxxxxxx
(other than UBS PaineWebber Inc. and Xxxxxxx itself).
4. EXPENSES. During the term of this Agreement, the Sub-Adviser
will bear all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by
the Trust, the Portfolio or Xxxxxxx.
5. COMPENSATION.
(a) For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, Xxxxxxx, not the Portfolio, will pay to
the Sub-Adviser a fee, computed daily and payable monthly, at an annual rate of
0.15% of the average daily net assets of the Portfolio or Segment allocated to
its management (computed in the manner specified in the Management Agreement),
and will provide the Sub-Adviser with a schedule showing the manner in which the
fee was computed. If the Sub-Adviser is managing a Segment, its fees will be
based on the value of the assets of the Portfolio within the Sub-Adviser's
Segment.
(b) The fee shall be accrued daily and payable monthly to the
Sub-Adviser on or before the last business day of the next succeeding calendar
month.
(c) If this Agreement becomes effective or terminates before the end
of any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as the
case may be, shall be pro-rated according to the proportion which such period
bears to the full month in that such effectiveness or termination occurs.
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6. LIMITATION OF LIABILITY.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by Xxxxxxx in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any
other series of the Trust, for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of any other sub-adviser to the Trust
or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a
portion of the Portfolio's investments, the Sub-Adviser shall have no
responsibility for the Portfolio's being in violation of any applicable law or
regulation or investment policy or restriction applicable to the Portfolio as a
whole or for the Portfolio's failing to qualify as a regulated investment
company under the Code, if the securities and other holdings of the Segment of
the Portfolio managed by the Sub-Adviser are such that such Segment would not be
in such violation or fail to so qualify if such Segment were deemed a separate
series of the Trust or a separate "regulated investment company" under the Code.
Nothing in this section shall be deemed a limitation or waiver of
any obligation or duty that may not by law be limited or waived.
7. REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents,
warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under
the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement; (iii) has met, and
will seek to continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this
Agreement; and (v) will promptly notify Xxxxxxx of the occurrence of any event
that would disqualify the Sub-Adviser from serving as an investment adviser of
an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide Xxxxxxx
and the Board with a copy of such code of ethics, together with evidence of its
adoption. Within fifteen days of the end of the last calendar quarter of each
year that this Agreement is in effect, the president or a vice-president of the
Sub-Adviser shall certify to Xxxxxxx that the Sub-Adviser has complied with the
requirements of Rule 17j-1 during the previous year and that there has been no
material violation of the Sub-Adviser's code of ethics or, if such a violation
has occurred, that appropriate action was taken in response to such violation.
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Upon the written request of Xxxxxxx, the Sub-Adviser shall permit Xxxxxxx, its
employees or its agents to examine the reports required to be made by the
Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the
Sub-Adviser's code of ethics.
(c) The Sub-Adviser will notify Xxxxxxx of any change of control of
the Sub-Adviser, including any change of its general partners or 25%
shareholders or 25% limited partners, as applicable, and any changes in the key
personnel who are either the portfolio manager(s) of the Portfolio or senior
management of the Sub-Adviser, in each case prior to or promptly after such
change.
(d) The Sub-Adviser agrees that neither it, nor any of its
affiliates, will in any way refer directly or indirectly to its relationship
with the Trust, the Portfolio, Xxxxxxx or any of their respective affiliates in
offering, marketing or other promotional materials without the express written
consent of Xxxxxxx.
8. SERVICES NOT EXCLUSIVE. The services furnished by the
Sub-Adviser hereunder are not to be deemed exclusive, and except as the
Sub-Adviser may otherwise agree in writing, the Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Sub-Adviser, who may also be a
trustee, officer or employee of the Trust, to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature.
9. DURATION AND TERMINATION.
(a) This Agreement shall become effective upon the date first above
written, provided that this Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those trustees of the Trust who are
not parties to this Agreement or interested persons of any such party
("Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Portfolio's
outstanding voting securities, unless Xxxxxxx has authority to enter into this
Agreement without a vote of the Portfolio's outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from its effective date. Thereafter, if
not terminated, this Agreement shall continue automatically for successive
periods of twelve months each, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Board or by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) Notwithstanding the foregoing, this Agreement may be terminated
at any time, without the payment of any penalty, by vote of the Board or by a
vote of a majority of the outstanding voting securities of the Portfolio on 60
days' written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by
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Xxxxxxx: (i) upon 120 days' written notice to the Sub-Adviser; (ii) upon
material breach by the Sub-Adviser of any of the representations, warranties and
agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if,
in the reasonable judgment of Xxxxxxx, the Sub-Adviser becomes unable to
discharge its duties and obligations under this Agreement, including
circumstances such as financial insolvency of the Sub-Adviser or other
circumstances that could adversely affect the Portfolio. The Sub-Adviser may
terminate this Agreement at any time, without the payment of any penalty, on 120
days' written notice to Xxxxxxx. This Agreement will terminate automatically in
the event of its assignment or upon termination of the Management Agreement, as
it relates to this Portfolio.
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. To the extent required by applicable law, no
amendment of this Agreement shall be effective until approved (i) by a vote of a
majority of the Independent Trustees, and (ii) if the terms of this Agreement
shall have changed, by a vote of a majority of the Portfolio's outstanding
voting securities (except in the case of (ii), pursuant to the terms and
conditions of the SEC order permitting it to modify the Agreement without such
vote).
11. GOVERNING LAW. This Agreement shall be construed in accordance
with the 1940 Act and the laws of the State of New York, without giving effect
to the conflicts of laws principles thereof. To the extent that the applicable
laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.
12. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," "broker," "investment
adviser," "net assets," "sale," "sell" and "security" shall have the same
meanings as such terms have in the 1940 Act, subject to such exemption as may be
granted by the SEC by any rule, regulation or order. Where the effect of a
requirement of the federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, regulation or order of the SEC,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. This Agreement may be
signed in counterpart.
13. NOTICES. Any notice herein required is to be in writing and is
deemed to have been given to the Sub-Adviser or Xxxxxxx upon receipt of the same
at their respective addresses set forth below. All written notices required or
permitted to be given under this Agreement will be delivered by personal
service, by postage mail return
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receipt requested or by facsimile machine or a similar means of same delivery
which provides evidence of receipt (with a confirming copy by mail as set forth
herein). All notices provided to Xxxxxxx will be sent to the attention of its
Deputy General Counsel. All notices provided to the Sub-Adviser will be sent to
the attention of the Chief Compliance Officer.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their duly authorized signatories as of the date and year
first above written.
XXXXXXX ADVISORS, INC
00 Xxxx 00xx Xxxxxx
Xxxxxx: Xxx Xxxx, Xxx Xxxx 00000-0000
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxx X. Doberman
----------------------------------- -------------------
Name: Xxxxx X. Xxxxxx Name: Xxx X. Doberman
Title: Senior Associate Title: General Counsel
General Counsel
SSGA FUNDS MANAGEMENT, INC.
Two International Place
Attest: Xxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx, Xx.
----------------------------------- ------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx, Xx.
Title: Chief Legal Officer Title: President
PARENT GUARANTEE
THIS GUARANTEE is given as of April 30, 2001 by STATE STREET CORPORATION of 000
Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 (the "GUARANTOR") in favor of certain
registered investment companies set forth on Exhibit A (each a "CLIENT") with
respect to the activities and obligations of SSGA FUNDS MANAGEMENT, INC., Xxx
Xxxxxxxxxxxxx Xxxxx, Xxxxxx XX 00000 ("FM").
WHEREAS, FM has entered into or will be entering into an investment management,
investment advisory, sub-advisory or other similar agreement subject to the
requirements of Section 15 of the Investment Company Act of 1940, as amended
(each, an "INVESTMENT MANAGEMENT AGREEMENT") with respect to each Client on the
terms and subject to the conditions set out in the Investment Management
Agreement.
NOW IT IS HEREBY AGREED as follows:
1. (a) In consideration of the Client entering into the Investment
Management Agreement, the Guarantor unconditionally undertakes to
guarantee the full performance of the financial obligations of FM.
(b) Additionally, the Guarantor undertakes to indemnify each Client
against and to pay when due any and all sums for which FM shall be
liable under the Investment Management Agreement with respect to
any and all losses, liabilities, costs, claims, charges, actions,
damages, and/or expenses (but only to the extent that FM under the
Investment Management Agreement is liable for the aforesaid) which
may be incurred or which may be made by such Client as a result of
or arising out of or in relation to any default by FM in the full,
due and punctual performance of its obligations under the
Investment Management Agreement.
(c) This Guarantee and undertaking shall be a continuing Guarantee and
undertaking and shall remain in force (subject to clause 2) until
the later of:
(i) the day on which all sums payable under this Guarantee
have been paid in full;
(ii) the date on which all obligations to be performed under
this Guarantee have been duly and effectively performed in
accordance with the terms of the Investment Management
Agreement;
(iii) the termination of the Investment Management Agreement
(save in respect of any breach thereof prior to such
termination);
(iv) the date on which FM has performed all obligations to be
performed under each Investment Management Agreement.
(d) This Guarantee and undertaking shall be binding upon and inure to
the benefit of the Guarantor and each Client and their respective
successors and assignees provided always that the Guarantor may
assign its rights and obligations under this guarantee with
respect to a Client only with the prior written consent of such
Client, the giving or withholding of which shall be at the entire
discretion of such Client.
2. The Guarantor covenants to each Client that it shall notify such Client
in writing prior to FM ceasing to be an affiliate of the Guarantor. On
the date of FM ceasing to be an affiliate of the Guarantor (the
"termination date"), the obligations of the Guarantor under this
Guarantee shall cease, save that the Guarantor shall continue to be
liable within the terms of clause 1, for all losses, liabilities, costs,
claims, charges, actions, damages, expenses and/or demands whenever
arising in respect of acts or omissions of FM which take place prior to
the termination date. In addition, this Guarantee shall terminate in the
event that no Clients are listed on Exhibit A.
3. No amendment, modification or waiver of any provision of this Guarantee
shall be valid with respect to the Guarantor and any Client unless it be
in writing and signed by both the Guarantor and such Client; PROVIDED,
HOWEVER, that the Guarantor and FM may add or delete a Client from
Exhibit A as a consequence of the commencement or termination of an
Investment Management Agreement with such Client.
4. "Affiliate" in this Guarantee, when used in relation to the Guarantor,
shall mean any company in which the Guarantor holds, directly or
indirectly, more than 25% in nominal value of the equity share capital.
5. No Client shall be obligated to file or otherwise assert any claim
relating to this guarantee and indemnity in the event FM becomes subject
to a bankruptcy, reorganization, or similar proceeding, and the failure
of any Client so to file shall not affect the Guarantor's obligations
hereunder with respect to such Client. This guarantee constitutes a
guarantee of payment when due and not of collection.
6. Each Client may at any time and from time to time without notice to or
consent of the Guarantor and without impairing or releasing the
obligations of the Guarantor hereunder: (1) make any change in the terms
of any obligation or liability of FM to Client (with the consent of FM),
(2) take or fail to take any action of any kind in respect of any
security for any obligation or liability of FM to Client, or (3) exercise
or refrain from exercising any rights against FM or others. The Guarantor
hereby waives any suretyship defenses.
7. This Guarantee shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
8. FM and the Guarantor hereby explicitly make Clients third party
beneficiaries of this Guarantee, with such rights as are contained
herein.
IN WITNESS OF WHICH this Guarantee has been entered into the day and year first
above written.
STATE STREET CORPORATION SSGA FUNDS MANGEMENT, INC
By: /s/ Xxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx, Xx.
--------------------------- ---------------------------
Name: Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxx, Xx.
Title: Controller and CAO Title: President
EXHIBIT A
REGISTERED INVESTMENT COMPANIES
AXP International Equity Index Fund
American Odyssey Funds, Inc. - CitiStreet Large Company Stock Fund
American Odyssey Funds, Inc. - CitiStreet Small Company Stock Fund
American Odyssey Funds, Inc. - CitiStreet Diversified Bond Fund
American Odyssey Funds, Inc. - CitiStreet International Stock Fund
Xxxxxxx Variable Series, Inc. - Ameritas Index 500
Xxxxxxx Social Investment Fund - Enhanced Equity Portfolio
CitiFunds Trust I - Citi Nasdaq-100 Index Fund
CitiFunds Trust I - Citi Small Cap Index Fund
CitiFunds Trust I - Citi U.S. 1000 Index Fund
CitiFunds Trust I - Citi Global Titans Index Fund
CitiFunds Trust I - Citi Financial Services Index Fund
CitiFunds Trust I - Citi Health Sciences Index Fund
CitiFunds Trust I - Citi Technology Index Fund
CitiFunds Trust I - Citi U.S. Bond Index Fund
Commonfund Institutional Funds - CIF Core Equity Fund (Index Plus)
Commonfund Institutional Funds - CIF Core Equity Fund (Max Cap)
Consulting Group Capital Markets Funds - Emerging Markets Equity Investments
Consulting Group Capital Markets Funds - Multi-Strategy Market Neutral
Investments
Consulting Group Capital Markets Funds - International Equity Investments
Delaware Group Foundation Funds - Delaware S&P 500 Index Fund
Domini Social Index Portfolio
Franklin Xxxxxxxxx Variable Insurance Products Trust - Franklin S&P 500 Index
Fund
GE Institutional Funds - S&P 500 Index Fund
GE Investments Funds, Inc. - S&P 500 Index Fund
GE Funds - GE S&P 500 Index Fund
Xxxx Xxxxxxx Variable Series Trust I - Equity Index Portfolio
Liberty Variable Investment Trust - Liberty S&P 500 Index Fund, Variable Series
Manufactures Investment Trust - Growth Trust
Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust
Market Street Fund - Equity 500 Index Portfolio
Navigator Securities Lending Trust - Navigator Government Portfolio
Navigator Securities Lending Trust - Navigator Prime Portfolio
Navigator Securities Lending Trust - Navigator Short-Term Bond Portfolio
North American Funds Variable Product Series II - North American - State Street
Large Cap Value Fund
PaineWebber PACE Select Advisors Trust - Pace Large Company Growth Equity
Investments
PaineWebber PACE Select Advisors Trust - Pace Large Company Value Equity
Investments
Quantitative Group of Funds - Quantitative Growth and Income Fund
Quantitative Group of Funds - Quant International Equity Fund
Sage Life Investment Trust - EAFE Equity Index Fund
Sage Life Investment Trust - NASDAQ 100 Index Fund
Sage Life Investment Trust - S&P 500 Equity Index Fund
The Select Sector SPDR Trust - The Basic Industries Select Sector Spdr Fund
The Select Sector SPDR Trust - The Consumer Services Select Sector Spdr Fund
The Select Sector SPDR Trust - The Consumer Staples Select Sector Spdr Fund
The Select Sector SPDR Trust - The Cyclical/Transportation Select Sector Spdr
Fund
The Select Sector SPDR Trust - The Energy Select Sector Spdr Fund
The Select Sector SPDR Trust - The Financial Select Sector Spdr Fund
The Select Sector SPDR Trust - The Industrial Select Sector Spdr Fund
The Select Sector SPDR Trust - The Technology Select Sector Spdr Fund
The Select Sector SPDR Trust - The Utilities Select Sector Spdr Fund
The SSGA Funds - SSGA Money Market Fund
The SSGA Funds - SSGA US Government Money Market Fund
The SSGA Funds - SSGA S&P 500 Index Fund
The SSGA Funds - SSGA Matrix Equity Fund
The SSGA Funds - SSGA International Pacific Index Fund
The SSGA Funds - SSGA Bond Market Fund
The SSGA Funds - SSGA Yield Plus Fund
The SSGA Funds - SSGA US Treasury Money Market Fund
The SSGA Funds - SSGA US Treasury Obligations Fund
The SSGA Funds - SSGA Growth and Income Fund
The SSGA Funds - SSGA Intermediate Fund
The SSGA Funds - SSGA Prime Money Market Portfolio
The SSGA Funds - SSGA Emerging Markets Fund
The SSGA Funds - SSGA Tax Free Money Market Fund
The SSGA Funds - SSGA Tuckerman Active REIT Fund
The SSGA Funds - SSGA Small Cap Fund
The SSGA Funds - SSGA Active International Fund
The SSGA Funds - SSGA Life Solutions Income and Growth Fund
The SSGA Funds - SSGA Life Solutions Balanced Fund
The SSGA Funds - SSGA Life Solutions Growth Fund
The SSGA Funds - SSGA Special Equity Fund
The SSGA Funds - SSGA International Growth Opportunities Fund
The SSGA Funds - SSGA High Yield Bond Fund
The SSGA Funds - SSGA Aggressive Equity Fund
The SSGA Funds - SSGA IAM SHARES Fund
The SSGA Funds - SSGA Intermediate Municipal Bond Fund
State Street Master Funds - State Street Equity 500 Index Portfolio
Xxxxx Xxxxxx Xxxxxx Xxxxx - Xxxxx Xxxxxx Equity 400 Index Portfolio
Xxxxx Xxxxxx Xxxxxx Xxxxx - Xxxxx Xxxxxx Equity 2000 Index Portfolio
Xxxxx Xxxxxx Xxxxxx Xxxxx - Xxxxx Xxxxxx XXXX EAFE Index Portfolio
State Street Master Funds - State Street Aggregate Bond Index Portfolio
State Street Institutional Investment Trust - State Street Equity 500 Index Fund
Xxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxxx Xxxxx - Xxxxx Xxxxxx Equity 400 Index Fund
State Street Institutional Investment Trust - State Street Equity 2000 Index
Fund
State Street Institutional Investment Trust - State Street MSCI EAFE Index Fund
State Street Institutional Investment Trust - State Street Aggregate Bond Index
Fund
StreetTRACKS Series Trust - streetTRACKS Dow Xxxxx U.S. Large-Cap Value Fund
StreetTRACKS Series Trust - streetTRACKS Dow Xxxxx U.S. Large-Cap Growth Fund
StreetTRACKS Series Trust - streetTRACKS Dow Xxxxx U.S. Small-Cap Value Fund
StreetTRACKS Series Trust - streetTRACKS Dow Xxxxx U.S. Small-Cap Growth Fund
StreetTRACKS Series Trust - streetTRACKS Dow Xxxxx Global Titans Index Fund
StreetTRACKS Series Trust - streetTRACKS Wilshire REIT Index Fund
StreetTRACKS Series Trust - streetTRACKS Xxxxxx Xxxxxxx High Tech 35 Index Fund
StreetTRACKS Series Trust - streetTRACKS Xxxxxx Xxxxxxx Internet Index Fund
StreetTRACKS Series Trust - streetTRACKS FORTUNE 500 Index Fund
StreetTRACKS Series Trust - streetTRACKS FORTUNE e-50 Index Fund
Variable Investors Series Trust - Tilt Utility Portfolio
