Exhibit (5)(e)
GENERAL ADMINISTRATION AGREEMENT
GENERAL ADMINISTRATION AGREEMENT made as of September 1, 2000 by and
between STATE STREET RESEARCH & MANAGEMENT COMPANY, a corporation organized
under the laws of Delaware having its principal place of business in Boston,
Massachusetts (the "Administrator"), and STATE STREET RESEARCH MASTER INVESTMENT
TRUST, a Massachusetts business trust having its principal place of business in
Boston, Massachusetts (the "Trust").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial interest
in separate series with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Trust currently has a series known as State Street Research
Investment Trust to which this Agreement does NOT apply; and
WHEREAS, the Trust has established a series known as State Street
Research Equity Index Fund ("Fund") with respect to which the Administrator
shall render general administration services pursuant to the terms of this
Agreement; and
WHEREAS, the Trust initially desires to invest all of the Fund's
investable assets in another mutual fund with an identical investment objective
(the "Portfolio").
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT.
The Trust hereby appoints the Administrator to provide general
administration services to the Fund for the period and on the terms
herein set forth. The Administrator accepts such appointment and agrees
to render the services herein set forth, for the compensation herein
provided.
2. DUTIES OF ADMINISTRATOR.
(a) INVESTMENT ADMINISTRATION
1. INVESTMENT REVIEW. The Administrator shall provide
investment expertise and input for use in the preparation by the
Trust of prospectuses and other parts of the Trust's registration
statements and in shareholder and other reports required by law.
The Administrator shall also provide investment reviews and make
presentations on investment matters to the Board of Trustees as
requested.
2. PORTFOLIO MANAGEMENT SYSTEM. The Administrator shall
maintain accounts for the Trust on the Administrator's portfolio
management system and provide financial and portfolio information
for use in the preparation by the Trust of the Trust's
registration statements, required reports and reports to the
Trustees.
3. SERVICES OF PERSONNEL. The Administrator shall provide
executive and administrative personnel to supervise the
administration of the Fund. These services are exclusive of the
bookkeeping and accounting services of any dividend disbursing
agent, transfer agent, registrar or custodian. The Administrator
shall compensate all personnel, officers and Trustees of the Trust
if such persons are also employees of the Administrator or its
affiliates, provided that certain compensation costs may be
reimbursed to the Administrator as set forth under paragraph 2(b)
below.
(b) OTHER ASSISTANCE AND SERVICES. The Administrator shall also
provide assistance and services in connection with the following items,
subject to reimbursement of all related costs as provided in paragraph 3
below:
1. registering and maintaining registrations of the Fund and
of its shares with the Securities and Exchange Commission and
various states and other jurisdictions, and preparation of any
notice and other filings with respect to the Fund or its shares;
2. shareholders' and Trustees' meetings, including meetings of
committees;
3. preparing, publishing, printing and mailing proxy
statements, quarterly reports, semiannual reports, annual reports,
prospectuses and other communications to existing shareholders
(but not for prospectuses and literature used for promotional
purposes);
4. legal counseling in connection with matters relating to the
Trust, including without limitation, the Trust's legal and
financial structure and relations with its shareholders, issuance
of shares of the Trust, and registration, qualification and
submission of notice of filings for securities under federal,
state and other laws;
5. preparation and filing of the Trust's or Fund's income,
property or other tax returns or documents, and assistance with
related audits and similar matters involving any federal, state,
foreign or other tax authorities; and
6. arranging for and maintaining a bond, issued by a reputable
insurance company, against larceny and embezzlement covering each
officer and employee of the Trust and/or the Administrator who may
singly or jointly with others have access to funds or securities
of the Trust, with direct or indirect authority to draw upon such
funds or to direct generally the disposition of such funds
(provided that if a joint bond covering the series of the Trust
and other parties is obtained, the
2
Fund shall only be charged for its proportionate allocation of the
premium as determined in accordance with Rule 17g-1 under the 1940
Act and approved by the Board of Trustees).
(c) GENERAL. The Administrator shall provide the services described
herein to the extent not provided by employees or other agents engaged by
the Fund. The Administrator shall not have any obligation to provide
under this Agreement any direct or indirect services to Fund
shareholders, any services related to the distribution of Fund shares, or
any other services which are the subject of a separate agreement or
arrangement between the Fund and the Administrator or other party.
3. ALLOCATION OF EXPENSE.
The Trust shall reimburse the Administrator for the use of the
Administrator's personnel, equipment, facilities and office space in
providing the assistance and services described in paragraph 2(b) above.
The Trust assumes and shall pay all expenses for all other Trust
operations and activities. (It being understood that the Trust shall
allocate expenses between or among its Funds to the extent contemplated
by its Master Trust Agreement.)
4. GENERAL ADMINISTRATION FEE.
For the services and facilities to be provided by the
Administrator as set forth in paragraph 2 hereof, the Trust agrees that
the Fund shall pay to the Administrator a monthly fee as soon as
practical after the last day of each calendar month, which fee shall be
paid at a rate equal to twenty-five one hundredths of one percent (0.25%)
on an annual basis of the average daily net asset value of the Fund for
such calendar month, commencing as of the date on which this Agreement
becomes effective with respect to such Fund.
In the case of commencement or termination of this Agreement with
respect to the Fund during any calendar month, the fee for that month
shall be reduced proportionately based upon the number of calendar days
during which this Agreement is in effect with respect to the Fund, and
the fee shall be computed based upon the average daily net asset value of
the Fund during such period.
5. RELATIONS WITH TRUST.
Subject to and in accordance with the Master Trust Agreement and
By-Laws of the Trust and the Certificate of Incorporation and By-Laws of
the Administrator, it is understood that Trustees, officers, assistant
officers, agents and shareholders of the Trust are or may be interested
in the Administrator (or any successor thereof) as directors, officers or
otherwise, that directors, officers, assistant officers, agents and
shareholders of the Administrator (or any successor thereof) are or may
be interested in the Trust as Trustees, officers, assistant officers,
agents, shareholders or otherwise, that the
3
Administrator (or any such successor thereof) is or may be interested in
the Trust as a shareholder or otherwise and that the effect of any such
adverse interests shall be governed by said Master Trust Agreement,
Certificate of Incorporation and By-Laws.
6. LIABILITY OF ADMINISTRATOR.
The Administrator shall not be liable to the Trust for any error
of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates; provided,
however, that no provision of this Agreement shall be deemed to protect
the Administrator against any liability to the Trust or its shareholders
to which it might otherwise be subject by reason of any willful
misfeasance, bad faith or gross negligence in the performance of its
duties or the reckless disregard of its obligations and duties under this
Agreement. 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.
7. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. This Agreement shall become effective with
respect to the Fund on the later of (i) the date on which a Registration
Statement with respect to the shares of the Fund under the Securities Act
of 1933, as amended, is first declared effective by the Securities and
Exchange Commission or (ii) the date on which the Fund commences
operations or offering its shares to the public.
(b) AMENDMENT. 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 which enforcement of the change,
waiver, discharge or termination is sought.
(c) TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by either party, on sixty (60) days'
prior written notice to the other party.
8. SERVICES NOT EXCLUSIVE.
The services of the Administrator to the Trust hereunder are not
to be deemed exclusive, and the Administrator shall be free to render
similar services to others so long as its services hereunder are not
impaired thereby.
4
9. NOTICES.
Notices under this Agreement shall be in writing and shall be
addressed, and delivered or mailed postage prepaid, to the other party at
such address as such other party may designate from time to time for the
receipt of such notices. Until further notice to the other party, the
address of each party to this Agreement for this purpose shall be ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
10. GOVERNING LAW; COUNTERPARTS.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one instrument.
11. LIMITATION OF LIABILITY.
The term "State Street Research Master Investment Trust" means and
refers to the Trustees from time to time serving under the First Amended
and Restated Master Trust Agreement of the Trust dated February 5, 1993,
as the same has been, or subsequently hereto may be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers,
assistant officers, agents or employees of the Trust as individuals or
personally, but shall bind only the trust property of the Trust, as
provided in the Master Trust Agreement of the Trust. The execution and
delivery of this Agreement have been authorized by the Trustees of the
Trust and signed by a duly authorized officer or assistant officer of the
Trust, acting as such, and neither such authorization nor such execution
and delivery shall be deemed to have been made individually or to impose
any personal liability, but shall bind only the trust property of the
Trust as provided in its Master Trust Agreement. The Master Trust
Agreement of the Trust provides, and it is expressly agreed, that each
Fund of the Trust shall be solely and exclusively responsible for the
payment of its debts, liabilities and obligations, and that no other Fund
shall be responsible for the same.
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ RESEARCH
MANAGEMENT COMPANY MASTER INVESTMENT TRUST
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ ------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Interim Chief Operating Officer Assistant Treasurer
6