SERVICING AGREEMENT
-------------------
SERVICING AGREEMENT executed as of April __, 1999 between State Street
Research Institutional Funds, a Massachusetts business trust (the "Trust"), on
behalf of each of its Class I, Class II, Class III, and Class IV (each a "Class"
and collectively the "Classes") shares (the "Shares") of each Fund listed on
Exhibit I hereto (collectively, the "Funds"), and State Street Research &
Management Company, a Delaware corporation (the "Shareholder Servicer").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SERVICING AGENT TO THE TRUST.
(a) The Shareholder Servicer will, at its expense, provide shareholders'
administrative services to shareholders of each Class of Shares of each Fund set
forth on Exhibit 1 hereto, as distinguished from the transfer agent and dividend
disbursing agent services otherwise provided by the Trust's transfer agent,
currently _________ ("Transfer Agent"). Shareholders' administrative services
shall include, without limitation, professional and informative reporting,
client account information, personal and electronic access to Fund information,
access to analysis and explanations of Fund reports, and assistance in the
correction and maintenance of client-related information; responding to
telephone, written or other inquiries or instructions from shareholders
concerning account balances, available shareholder services, account statements,
transaction confirmations, procedures for purchasing and redeeming shares and
similar matters and services; accepting and monitoring receipts of wire order
trades (including trades, if any, processed via the National Securities Clearing
Corporation Fund/Serv system); receiving telephone transaction instructions and
inputting such instructions into the Transfer Agent's computer system; and
performing such other functions as the Trust and the Shareholder Servicer shall
determine ("Shareholders' Administrative Services").
(b) The Shareholder Servicer shall not be obligated under this Agreement to
pay any expenses of or for the Trust or of or for any Fund not expressly assumed
by the Shareholder Servicer pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Shareholder Servicer, and in any
person controlled by or under common control with the Shareholder Servicer, and
that the Shareholder Servicer and any person controlled by or under common
control with the Shareholder Servicer may have an interest in the Trust. It is
also understood that the Shareholder Servicer and persons controlled by or under
common control with the Shareholder Servicer may have advisory,
servicing, distribution or other contracts with other organizations and persons,
and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE SERVICING AGENT.
Each Class of Shares of each Fund will pay to the Shareholder Servicer as
compensation for the Shareholder Servicer's services and for the expenses borne
by the Shareholder Servicer with respect to such Class of Shares of such Fund
pursuant to Section 1, a fee, computed and accrued daily, and paid monthly or at
such other intervals as the Trustees shall determine, at the annual rate of such
Class' average daily net asset value set forth on the Fee Rate Schedule attached
as Exhibit II hereto. Such fee shall be payable for each month (or such other
interval determined by the Trustees) as soon as practical after the last day of
each month (or such other interval determined by the Trustees).
If the Shareholder Servicer shall serve for less than the whole of a month
(or other interval), the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of any
penalty, in the event of its assignment; provided, however, in the event of
consolidation or merger in which the Shareholder Servicer is not the surviving
corporation or which results in the acquisition of substantially all the
Shareholder Servicer's outstanding stock by a single person or entity or by a
group of persons and/or entities acting in concert, or in the event of the sale
or transfer of substantially all the Shareholder Servicer's assets, the
Shareholder Servicer may assign any such agreement to such surviving entity,
acquiring entity, assignee or purchaser, as the case may be. This Agreement
shall not be amended except by written agreement between the two parties hereto.
5. EFFECTIVE PERIOD.
This Agreement shall become effective with respect to each Fund on the date
on which the Fund commences operations (the "Effective Date"). The initial term
of this Agreement with respect to each Fund shall be the period commencing on
its Effective Date and ending on the first anniversary of the Effective Date.
Thereafter, the Agreement shall be renewed automatically for successive one-year
terms for each Fund unless written notice not to renew is given by the
non-renewing party to the other party at least 60 days prior to the expiration
of the then-current term.
6. TERMINATION OF THIS AGREEMENT.
This Agreement may be terminated by either party at any time on not less
than 60 days prior written notice to the other party.
2
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the terms "control", "interested
person" and "assignment" shall have their respective meanings defined in the
Investment Company Act of 1940 and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
8. NONLIABILITY OF SERVICING AGENT.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Shareholder Servicer, or reckless disregard of its obligations and
duties hereunder, the Shareholder Servicer shall not be subject to any liability
to the Trust, or to any shareholder of the Trust, for any act or omission in the
course of, or connected with, rendering services hereunder.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund.
10. SUB-ADMINISTRATION AGREEMENTS.
The Shareholder Servicer may enter sub-administration agreements with other
parties, including State Street Research Investment Services, Inc. and other
affiliates, for the provision of sub-administration services for certain
shareholder accounts, provided that the fee payable by the Trust for such
sub-administration services shall not cause the total costs incurred by the
Trust for such sub-administration servicers, the services provided under this
Agreement and the services provided under the Transfer Agency and Service
Agreement between the Trust and the Transfer Agent (the "Transfer Agency
Agreement") to exceed the costs that would otherwise be incurred under this
Agreement and the Transfer Agency Agreement if such services were provided
directly by the Transfer Agent and the Shareholder Servicer for such accounts.
The Shareholder Servicer may also enter into sub-administration agreements where
the requisite sub-administration services are not otherwise available from the
Shareholder Servicer or the Transfer Agent.
3
IN WITNESS WHEREOF, STATE STREET RESEARCH INSTITUTIONAL FUNDS and STATE
STREET RESEARCH & MANAGEMENT COMPANY have each caused this instrument to be
signed in duplicate on its behalf by its duly authorized representative, all as
of the day and year first above written.
STATE STREET RESEARCH
INSTITUTIONAL FUNDS
By_____________________________
Title:
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By_____________________________
Title:
4
EXHIBIT I
---------
State Street Research Core Fixed Income Fund
State Street Research Core Plus Fixed Income Fund
State Street Research Core Large Cap Growth Fund
State Street Research Large Cap Growth Fund
5
EXHIBIT II
----------
Fee Rate Schedule
Fund Service Fee
-------------------------------------------------------------------------------------------------------------
Class I Class II Class III Class IV
-------------------------------------------------------------------------------------------------------------
State Street Research Core Fixed Income Fund 0.30% 0.20% 0.10% 0.05%
-------------------------------------------------------------------------------------------------------------
State Street Research Core Plus Fixed Income Fund 0.30% 0.20% 0.10% 0.05%
-------------------------------------------------------------------------------------------------------------
State Street Research Core Large Cap Growth Fund 0.30% 0.20% 0.10% 0.05%
-------------------------------------------------------------------------------------------------------------
State Street Research Large Cap Growth Fund 0.30% 0.20% 0.10% 0.05%
-------------------------------------------------------------------------------------------------------------
6