EXHIBIT 15(D)
SSgA FUNDS
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT dated as of October 15, 1997 by and between SSgA
Funds (the "Trust"), a Massachusetts business trust, having its principal place
of business at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and State Street
Solutions, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Agent"). The Agent wishes
to act as the agent of its customers (the "Customers") in performing certain
administrative functions in connection with purchases and redemptions of shares
of beneficial interest of certain series of the Trust described in Section 1
hereof ("Shares") from time to time upon the order and for the account of
Customers, and to provide related services to its Customers in connection with
their investments in the Trust. It is in the interest of the Trust to make the
services of the Agent available to Customers who are or may become shareholders
of the Trust.
In consideration of the foregoing recitals and the mutual
covenants herein contained, the Trust and the Agent hereby agree as follows:
1. Appointment. The Agent hereby agrees to perform the
services set forth below for Customers. Each series of the Trust for which the
Agent acts as a servicing agent pursuant to this Agreement is hereinafter
referred to as a "Fund." The Agent's appointment hereunder is non-exclusive, and
the parties recognize and agree that, from time to time, the Trust may enter
into other shareholder servicing agreements, with other financial institutions.
As used in this Agreement, "Shares" shall mean: (i) with respect to a Fund whose
shares have no class designation, all shares of beneficial interest in that
Fund, and (ii) with respect to a Fund whose shares do have class designations,
the Class A shares of that Fund.
2. Services to be Performed. The Agent shall be responsible
for performing shareholder account servicing functions, which shall include
without limitation:
(a) assisting in processing Customer purchase and
redemption requests;
(b) answering Customer inquiries regarding account
status and history, the manner in which purchase and redemptions of the Shares
may be effected, and certain other matters pertaining to the Trust;
(c) providing necessary personnel and facilities to
establish and maintain certain shareholder accounts and records, as requested
from time to time by the Trust;
(d) arranging for the wiring of funds;
(e) transmitting and receiving funds in connection
with Customer orders to purchase or redeem Shares;
(f) providing periodic statements showing a
Customer's account balances and, to the extent practicable, integration of such
information with other client transactions otherwise effected with or through
the Agent;
(g) furnishing (either separately or on an
integrated basis with other reports sent to a Customer by the Agent) monthly and
annual statements and confirmations of all purchases and redemptions of Shares
in a Customer's account;
(h) aggregating and processing Customer purchase and
redemption requests for Shares and placing net purchase and redemption orders
with the Trust's transfer agent (currently State Street Bank and Trust Company
("SSB"), including any designee of SSB, "Transfer Agent") in the manner
described in Section 4 hereof;
(i) providing complete subaccounting services and
maintaining complete subaccounting records regarding Shares beneficially owned
by Customers;
(j) processing dividend payments;
(k) transmitting proxy statements, annual and
semi-annual reports, prospectuses and other communications from the Trust to
Customers;
(l) receiving, tabulating and transmitting to the
Trust proxies executed by Customers with respect to annual and special meetings
of shareholders of the Trust;
(m) preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities; and
(n) providing such other related services as the
Trust or a Customer may reasonably request.
The Agent shall provide all personnel, facilities and equipment necessary in
order for it to perform the functions described in this paragraph with respect
to its Customers. The Agent shall exercise reasonable care in performing all
such services and shall be liable for any failure to exercise such reasonable
care.
3. Fees.
(a) Fees from the Trust. In consideration for the
services described in Section 2 hereof, the Trust shall pay the Agent a fee as
described in Attachment A hereto. All fees shall be paid monthly in arrears.
(b) Fees from Customers. It is agreed that the Agent
may impose certain conditions on Customers, in addition to or different from
those imposed by the Trust, such as requiring a minimum initial investment or
charging Customers direct fees for the same or similar services as are provided
hereunder by the Agent as Agent (which fees may either relate specifically to
the Agent's services with respect to the Trust or generally cover services not
limited to those with respect to the Trust). The Agent shall ▇▇▇▇ Customers
directly for such fees. In the event the Agent charges Customers such fees, it
shall make appropriate prior written disclosure (such disclosure to be in
accordance with all applicable laws) to Customers both of any direct fees
charged to the Customer and of the fees received or to be received by it from
the Trust pursuant to Section 3(a) of this Agreement. It is understood, however,
that in no event shall the Agent have recourse or access to the account of any
shareholder of the Trust except to the extent expressly authorized: (i) by law;
(ii) by the Trust; or (iii) by such shareholder for payment of any direct fees
referred to in this Section 3(b).
4. Purchase and Redemption Orders.
(a) Agent will open with Transfer Agent an omnibus
account. Capital gains and dividend distributions payable with respect to Shares
held in the account shall be paid in additional Shares of the Fund. Transfer
Agent shall designate an account number for the account.
(b) For each business day on which any Customer
places with Agent a purchase or redemption order for Shares of a Fund, Agent
shall aggregate all such purchase orders and aggregate all such redemption
orders and communicate to Transfer Agent, by facsimile or, where feasible, by
direct or indirect systems access, an aggregate purchase order and an aggregate
redemption order for each omnibus account. To be effective on the date received,
all orders must:
(i) be received by Agent from Customers
prior to 4:00 p.m. Eastern time and transmitted to Transfer Agent prior to 9
a.m. Eastern time on the next succeeding business day; and
(ii) in the case of an aggregate purchase
request, federal funds in the amount of the purchase request must be wired from
the custodial account of the Customer to Transfer Agent prior to 4:00 p.m.
Eastern time on the next succeeding business day. Funds should be wired to
Transfer Agent at ABA #0110-00028, Attention: SSgA Funds, Mutual Funds Services
Division.
(c) Prior to 6 p.m. Eastern time each business day,
Agent shall receive from Transfer Agent the net asset value per share of each
Share of each Fund for that business day.
(d) In the case of a redemption order, federal funds
in the amount of the redemption order shall be wired by 4:00 p.m. Eastern time
on the settlement date to the Agent at National Financial Services Corporation
("NFSC") ABA #▇▇▇-▇▇▇-▇▇▇, attention: SSgA Funds, State Street Solutions. Each
party shall bear the cost of any wire transfer that it sends.
(e) In the event adjustments are required to correct
any error in the computation of the net asset value or public offering price of
Fund Shares, the Trust shall notify Agent prior to making any adjustments and
describe the need for such adjustments (including the date of the error, the
incorrect price and the correct price). In such case, an appropriate adjustment
shall be made to the relevant omnibus account(s) and Agent shall make
corresponding adjustments to the accounts of its Customers.
(f) The Trust may cease offering Shares at any time,
and in its sole discretion may refuse any purchase order. Further, the Trust
shall not be required to accept orders for redemption of Shares of a Fund under
this Section 4 if the Trust has suspended redemptions with respect to such Fund
in accordance with Section 22(e) of the Investment Company Act of 1940, as
amended (the "1940 Act").
(g) For the purposes of this Agreement, "business
day" shall mean:
(i) with respect to a Fund that maintains
a net asset value of $1.00 per share, each day that the Boston Federal Reserve
Bank and the New York Stock Exchange are open for business; and
(ii) with respect to all other Funds, each
day that the New York Stock Exchange is open for business.
5. Dividends and Capital Gains Distributions.
(a) As to each Fund, as soon as practicable after
the announcement of a distribution, Agent shall be notified of the ex-date,
record date, payable date, distribution rate per Share, record date Share
balances and cash and reinvestment payment amounts.
(b) On the payable date, the Trust shall wire the
cash distribution from the appropriate Fund to Agent at NFSC, ABA #▇▇▇-▇▇▇-▇▇▇
Attention: SSgA Funds, State Street Solutions.
(c) For each Fund that pays daily dividends, the
Trust shall provide on a daily basis, the following record date information:
daily rate, account share balance, account accrual dividend amount (for that
day), account accrual dividend amount (for period to date), and account
transfers and period-to-date accrual amounts. Such information shall be provided
by facsimile to (▇▇▇) ▇▇▇-▇▇▇▇.
(d) For annual tax reporting purposes, the Trust
shall inform Agent of the portion of distributions that include any of the
following: foreign source income, tax exempt income by state of origin, or
return of capital.
6. Preparation and Distribution of Written Materials.
(a) The Trust shall provide Agent with sufficient
numbers of each Fund's prospectus as requested by agent and a master copy of
each Fund's Statement of Additional Information ("SAI") offering Shares. As soon
as practicable following the filing under the Securities Act of 1933, as
amended, of an amendment to the Trust's Registration Statement or a definitive
Prospectus or SAI of any Fund or a supplement to the Prospectus or SAI of any
Fund, the Trust shall provide a master copy of the Prospectus and SAI of each
Fund affected by the amendment or a copy of such supplement. Agent shall not be
responsible for the preparing or filing with any governmental authority any
Registration Statement, Prospectus, SAI or Supplement for the Trust or any Fund.
However, upon reasonable request by the Trust or any of the Trust's service
providers, Agent shall timely provide information necessary for the Trust or any
of the Trust's service providers to: (i) prepare and file any of the written
materials mentioned in this Section 6 or (ii) otherwise comply with applicable
law regarding the Trust.
(b) Agent shall timely provide copies of the
following materials to Customers: proxy statements, annual reports and
semi-annual reports. At no expense to Agent, the Trust shall provide Agent with
as many copies of such materials as Agent may reasonably request. Such materials
shall be sent to Agent at the following address: State Street Bank and Trust
Company, State Street Solutions, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇; Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Agent agrees to reimburse the Trust for the
cost of materials if and to the extent required by Attachment B to this
Agreement.
7. Capacity and Authority to Act. The Agent and its officers,
employees and agents are not authorized to make any representations concerning
the Trust or the Shares to Customers or prospective Customers, excepting only
accurate communication of factual information contained in the then-current
Prospectus and SAI offering Shares of the relevant Fund or such other
communications as may be expressly authorized by the Trust. In performing its
services under this Agreement, the Agent shall act as agent for the Customer and
shall have no authority to act as agent for the Trust. Upon request by the
Trust, the Agent shall provide the Trust with copies of any materials which are
generally circulated by the Agent to its Customers or prospective Customers. The
Agent and its officers and employees shall be available during normal business
hours to consult with the Trust and the Trust's other service providers
concerning the performance of the Agent's responsibilities under this Agreement.
8. Use of the Trust's Name. The Agent shall not use the name
of the Trust (other than for internal use in connection with performing its
duties under this agreement) in a manner not approved by the Trust prior thereto
in writing; provided, however, that the approval of the Trust shall not be
required for the use of the Trust's name or the name of any Fund in connection
with communications permitted by Section 7 hereof or for any use of the Trust's
name or the name of any Fund which merely refers accurately to the Agent's role
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory, governmental or
judicial authority' provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
9. Use of the Agent's Name. The Trust shall not use the name
of the Agent in any prospectus, sales literature or other material relating to
the Trust in a manner not approved by the Agent prior thereto in writing;
provided, however, that the approval of the Agent shall not be required for any
use of its name which merely refers accurately to its appointment hereunder or
which is required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental or
judicial authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
10. Security. The Agent represents and warrants that, to the
best of its knowledge, the various procedures and systems which it has
implemented (including provision for twenty-four hours a day restricted access)
with regard to safeguarding from loss or damage attributable to fire, theft or
any other cause the Agent's records, data, equipment, facilities and other
property used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. From time to
time and upon request, Agent shall permit the Trust or its designees to make a
reasonable inspection of Agent's security systems and procedures.
11. Compliance with Laws; Etc. The Agent shall comply with all
applicable federal and state laws and regulations, including securities laws.
The Agent represents and warrants to the Trust that the performance of all its
obligations hereunder will comply with all applicable laws and regulations, the
provisions of its charter documents and by-laws and all material contractual
obligations binding upon the Agent. The Agent furthermore undertakes that it
will promptly inform the Trust of any change in applicable laws or regulations
(or interpretations thereof) or in its charter or by-laws or material contracts
which would prevent or impair full performance of any of its obligations
hereunder.
12. Reports. To the extent requested by the Trust from time to
time, the Agent agrees that it will provide the Trust with a written report of
the amounts expended by the Agent pursuant to this Agreement and the purposes
for which such expenditures were made. Such written reports shall be in a form
satisfactory to the Trust and shall supply all information necessary for the
Trust to discharge its responsibilities under applicable laws and regulations.
13. Record Keeping; Reporting.
(a) Section 31(a), Etc. The Agent shall maintain
records in a form acceptable to the Trust and in compliance with applicable laws
and the rules and regulations of the Securities and Exchange Commission,
including, but not limited to, the record-keeping requirements of Section 31(a)
of the 1940 Act and the rules thereunder. Such records shall be deemed to be the
property of the Trust and will be made available, at the Trust's request, for
inspection and use by the Trust representatives of the Trust and governmental
authorities. Agent shall permit the Trust and the Trust's other service
providers reasonable access to such information when necessary for the Trust or
any such person to comply with applicable law. In such case, the Trust shall
cause such information to remain confidential and shall not permit such
information to be used by any party or disclosed to any additional party except
with Agent's written consent or as required by applicable law or judicial
process. The Agent agrees that, for so long as it retains any records of the
Trust, it will meet all reporting requirements pursuant to the 1940 Act with
respect to such records. The record-keeping obligations imposed in this Section
13(a) shall survive the termination of this Agreement.
(b) Reporting of Payments. From time to time, and
upon reasonable notice from the Trust, the Agent shall provide the Trust a
written accounting of all payments that the Agent receives under this Agreement.
(c) Transfer of Customer Data. In the event this
Agreement is terminated or a successor to the Agent is appointed, the Agent
shall, at the expense of the Trust, transfer to such designee as the Trust may
direct a certified list of the shareholders of the Trust serviced by the Agent
(with name, address and tax identification or Social Security number), a
complete record of the account of each such shareholder and the status thereof,
and all other relevant books, records, correspondence and other data established
or maintained by the Agent under this Agreement. In the event this Agreement is
terminated, the Agent will use its best efforts to cooperate in the orderly
transfer of such duties and responsibilities, including assistance in the
establishment of books, records and other data by the successor.
14. Force Majeure. The Agent shall not be liable or
responsible for delays or errors by reason of circumstances beyond its control,
including, but not limited to, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown, flood or
catastrophe, Acts of God, insurrection, war, riots or failure of communication
or power supply.
15. Indemnity.
(a) Indemnification of the Trust. The Agent shall
indemnify and hold the Trust harmless from and against any and all losses,
claims, damages, liabilities and expenses incurred by the Trust and resulting
from any Claim brought against the Trust and resulting from (i) the bad faith or
negligence of the Agent, its officers, employees or agents, or (ii) any breach
of its obligations under this Agreement or applicable law by the Agent, its
officers, employees or agents, or (iii) any false or misleading statement
contained in any communication by the Agent to any Customer or prospective
Customer not prepared by or expressly authorized by the Trust for use of the
Agent.
In any case in which the Agent may be asked to
indemnify or hold the Trust harmless, the Agent shall be advised of all
pertinent facts concerning the situation in question and the Trust shall use
reasonable care to identify and notify the Agent promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Agent. The Agent shall have the option to defend the
Trust against any Claim which may be the subject of indemnification hereunder.
In the event that the Agent elects to defend against such Claim, the defense
shall be conducted by counsel chosen by the Agent and satisfactory to the Trust.
The Trust may retain additional counsel at its expense. Except with the prior
written consent of the agent, the Trust shall not confess any Claim or make any
compromise in any case in which the Agent will be asked to indemnify the Trust.
b) Indemnification of the Agent. The Trust shall
indemnify and hold the Agent harmless from and against any and all losses,
claims, damages, liabilities and expenses incurred by the Agent and resulting
from any Claim brought against the Agent and resulting from (i) the bad faith or
negligence of the Trust, its officers, employees or agents, or (ii) any breach
of its obligations under this Agreement or applicable law by the Trust, its
officers, employees or agents, or (iii) any untrue statement, or alleged untrue
statement of a material fact including, without limitation, any such statement
or omission made in the Trust's Registration Statement or any Fund's Prospectus
or SAI, or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated in either the Registration Statement
or any Prospectus, or necessary to make the statements in any thereof not
misleading; provided, however, that the Trust's agreement to indemnify such
persons shall not be deemed to cover any losses, claims, demands, liabilities or
expenses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement or any
Prospectus or SAI in reliance upon and in conformity with information furnished
to the Trust, or FRIMCo, by Agent specifically for use in the preparation
thereof.
In any case in which the Trust may be asked to
indemnify or hold the Agent harmless, the Trust shall be advised of all
pertinent facts concerning the situation in question and the Agent shall use
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Trust. The Trust shall have the option to defend the
Agent against any claim which may be the subject of indemnification hereunder.
In the event that the Trust elects to defend against such claim the defense
shall be conducted by counsel chosen by the Trust and satisfactory to the Agent.
The Agent may retain additional counsel at its expense. Except with the prior
written consent of the Trust, the Agent shall not confess any claim or make any
compromise in any case in which the Trust will be asked to indemnify the Agent.
(c) Survival of Indemnities. The indemnities granted
by the parties in this Section 15 shall survive the termination of this
Agreement.
16. Insurance. The Agent shall maintain reasonable insurance
coverage against any and all liabilities which may arise in connection with the
performance of its duties hereunder. Upon request, Agent shall produce
certificates of coverage satisfactory to the Trust demonstrating compliance with
this Section 16.
17. Notices. All notices or other communications hereunder to
either party shall be in writing and shall be deemed sufficient if mailed to
such party at the address of such party set forth in the preamble of this
Agreement or at such other address as such party may have designated by written
notice to the other.
18. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
19. Termination. This Agreement may be terminated by either
party, without the payment of any penalty, by the Trust at any time upon not
more than 60 days' nor less than 30 days' notice, by a vote of a majority of the
Board of Trustees of the Trust who are not "interested persons" of the Trust (as
defined in the ▇▇▇▇ ▇▇▇) and have no direct or indirect financial interest in
the operation of any Plan of Distribution pursuant to Rule 12b-1 to which this
Agreement is related (a "Plan"), this Agreement or any other agreement related
to any such Plan (the "Qualified Trustees"), or (as to a particular Fund) by the
affirmative vote of the holders of a majority of the outstanding Shares (as
defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agent may terminate this Agreement
upon not more than 60 days' nor less than 30 days' notice to the Trust.
Notwithstanding anything herein to the contrary, this Agreement may not be
assigned and shall terminate automatically without notice to either party upon
any assignment. Upon termination hereof, the Trust shall pay such compensation
as may be due the Agent as of the date of such termination. Upon and following
termination the parties shall take such steps as may be necessary or expedient
for the parties and the Trust to comply with applicable law.
20. Changes; Amendments. This Agreement may be changed or
amended only by written instrument signed by both parties.
21. Limitation of Liability. The First Amended and Restated
Master Trust Agreement, dated October 13, 1993 (the "Master Trust Agreement"),
as amended from time to time, 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 SSgA Funds means the Trustees from time to
time serving (as Trustees but not personally) under said Master Trust Agreement.
It is expressly acknowledged and agreed that any and all 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 Master Trust Agreement. 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 Master Trust Agreement.
22. Miscellaneous. This Agreement shall be construed and
enforced in accordance with and governed by the laws of The Commonwealth of
Massachusetts. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
23. Continuation. Unless sooner terminated pursuant to Section
19 hereof, this Agreement shall continue in effect with respect to each Fund
subsequent to the initial terms specified herein for so long as such continuance
is specifically approved at least annually by votes of a majority of both (i)
the Board of Trustees of the Trust, and (ii) the Qualified Trustees, cast in
person at a meeting called for the purpose of voting on this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first set forth above.
TRUST: AGENT:
SSgA Funds State Street Solutions
By: By:
-------------------------------- -----------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Its:
-----------------------------
Vice President and Secretary
ATTACHMENT A
TO
SHAREHOLDER SERVICING AGREEMENT
Each of the following series of SSgA Funds shall be considered
a "Fund" under Section 1 of the Shareholder Servicing Agreement, dated as of
October 15, 1997 and between SSgA Funds and State Street Solutions. The fees to
be paid pursuant to Section 3 of this Agreement are indicated opposite the Fund
name.
Fee from the Trust, based on the
average daily value of all Shares of
Portfolio Name each Fund owned by Customers:
-------------- -------------------------------------
Matrix Equity Fund .175 of 1%
Emerging Markets Fund .175 of 1%
Active International Fund .175 of 1%
Growth and Income Fund .175 of 1%
Money Market Fund .175 of 1%
US Government Money Market Fund .175 of 1%
Tax Free Money Market Fund .175 of 1%
Yield Plus Fund .175 of 1%
Small Cap Fund .175 of 1%
Intermediate Fund .175 of 1%
Life Solutions Balanced Fund .13 of 1%
Life Solutions Growth Fund .13 of 1%
Life Solution Income and Growth .13 of 1%
S&P 500 Index Fund .10 of 1%
Bond Market Fund .10 of 1%
And such other Funds, as may be established from time to time.
ATTACHMENT B
TO
SHAREHOLDER SERVICING AGREEMENT
Agent agrees to reimburse RFD as follows:
Prospectuses:
Cost Units
---- -----
@ Cost* per unit in excess of 1,000
Statements of Additional Information:
Cost Units
---- -----
@ Cost** per unit in excess of 1
Supplemental Sales Literature
As may be agreed upon in writing from time to time.
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* Est. 28(cent) per copy.
** Est. 60(cent) per copy.