EXHIBIT 99.22(e)(3)
SELECTED BROKER AGREEMENT
This Agreement is between State Street Global Markets, LLC (the
"Distributor"), the distributor of shares ("Shares") of various portfolios of
the SSgA Funds ("SSgA Funds"), and ___________________ ("Broker"), having its
principal place of business at _____________________________________. Broker
desires to offer and to sell Shares of the SSgA Funds, under the following terms
and conditions, to its customers ("Customers") under the following terms and
conditions. In consideration of the mutual covenants hereinafter contained, the
parties agree as follows:
1. AUTHORIZATION. The Distributor authorizes Broker to: (i) sell Shares to its
Customers at the current offering price as set forth in the SSgA Funds'
most-current prospectuses as of the date of sale; and (ii) render, at Broker's
option, additional services to its Customers as defined below.
2. ADDITIONAL CUSTOMER SERVICES. The Broker's services to Customers may
include: (i) processing purchase and redemption transactions as described herein
and in the attached Schedule B (the "NSCC Networking Terms Addendum"); (ii)
answering routine Customer inquiries regarding the SSgA Funds and the Customer's
account; and (iii) assisting Customers in changing dividend options, account
designations and addresses.
3. COMPENSATION. Broker shall receive from the Distributor a fee as indicated
on Schedule A for providing the distribution and customer service activities
described in Sections 1 and 2 above. The foregoing fee shall be payable within
15 days after the end of each quarter on the average daily net asset value of
the Shares held by Customers who purchased through and are serviced by Broker.
Fees will be paid only on Shares purchased and held in omnibus accounts under
dealer codes assigned to Broker under this Agreement by the SSgA Funds' transfer
agent.
4. MINIMUM ORDER. Broker acknowledges and agrees to adhere to the initial and
subsequent investment minimums as described in SSgA Funds' most-current
prospectus(es) as of the date of sale, which may vary from time to time.
Where Broker purchases shares through one or more omnibus accounts, such
minimums shall apply to each such account.
5. REPRESENTATIONS. Broker shall make no representations concerning the SSgA
Funds or the Shares except those contained in the most current SSgA Funds'
prospectus(es), the most current SSgA Funds' statement of additional information
or advertising or sales literature approved by the Distributor. Broker agrees
that no reference will be made to the SSgA Funds in any offering documents,
supplemental sales literature, prospectus wrappers or advertising produced in
connection with the sale by Broker of the SSgA Funds to its Customers without
the Distributor's prior written consent. All such references shall clearly
identify the SSgA Funds by name. Broker agrees to provide the Distributor
reasonable time to review and comment on such materials, and that any expedited
processing will be arranged with the Distributor in advance. Broker shall be
solely responsible for any and all regulatory filings of such materials. The
cost of such materials shall be borne by Broker.
6. NOT AN AGENT. Broker is not authorized to act as agent for the Distributor
or the SSgA Funds, except for purposes of selling Shares as provided herein. the
Distributor shall not be liable to Broker, except for obligations expressly
assumed in this Agreement.
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7. INDEMNITY.
(a) Broker shall indemnify, defend and hold the Distributor, the SSgA
Funds, and the SSgA Funds' transfer agent and custodian and their respective
officers, directors, trustees and any person who may be deemed to be a
controlling person of any of them, free and harmless from and against any and
all losses, claims, damages, liabilities and expenses (including the cost of
investigating or defending against such losses, claims, demands or liabilities
and any court costs and attorney's fees in connection therewith), whether joint
or several, to which any such person may become subject insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) arise
out of or are based upon, (i) any breach of any representation, warranty or
covenant made by Broker herein, (ii) any untrue statement of fact, or any
omission to state a fact made by or on behalf of Broker in connection with the
sale of the SSgA Funds to Customers unless made in reliance on the SSgA Funds'
most current prospectuses or statement of additional information as of the date
the statement was made or omitted, or (iii) the performance of Broker's duties
and obligations herein.
(b) the Distributor shall indemnify, defend and hold Broker, its officers
and directors, any persons who may be deemed to be a controlling person of any
of them, free and harmless from and against any and all losses, claims, damages,
liability and expenses (including the cost of investigating or defending against
such losses, claims, demands or liabilities and any court costs and counsel fees
in connection therewith), whether joint or several, to which any such person may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon: (i) any breach
of any representation, warranty or covenant made by the Distributor herein, or
(ii) any untrue statement of a material fact contained in any prospectus or
statement of additional information of the SSgA Funds; provided, however, that
the Distributor'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 omission made in any: (i) Registration Statement, prospectus
or statement of additional information of the SSgA Funds in reliance upon and in
conformity with written information furnished to the Distributor or the SSgA
Funds by Broker specifically for use in the preparation thereof; or (ii)
offering documents, prospectus wrappers, supplemental sales literature or
advertising produced by or on behalf of Broker in connection with the sale by
Broker of the SSgA Funds to its Customers, whether or not such materials have
been reviewed by the Distributor.
8. COMPLIANCE. Broker represents and warrants that it is a member in good
standing of the National Association of Securities Dealers ("NASD") and agrees
to abide by the Rules of the Association of the NASD and by all other rules and
regulations that are now or may become applicable to transactions hereunder,
including, but not limited to, rules governing customer suitability and account
maintenance. Broker further represents and warrants that it will notify the
Distributor immediately at such time, if any, as it ceases to be a member in
good standing of the NASD. The Distributor will advise Broker as to the
jurisdictions in which the SSgA Funds have been qualified for sale under the
respective securities laws of such jurisdictions, but the Distributor assumes no
responsibility or obligations as to Broker's right to sell the Shares in any
state or jurisdiction. Broker further represents and warrants that it is, and at
all times during the term of this Agreement will remain, in compliance with all
applicable laws and regulations governing the activities of Broker with respect
to the SSgA Funds as contemplated by this Agreement.
9. SETTLEMENTS. Settlements shall be made within three days after the
Distributor's acceptance of Broker's order to purchase shares of the SSgA Funds.
If payment is not so received or made, the Distributor reserves the right to
cancel the sale, or at its option, to liquidate the shares of the SSgA Funds
subject to such purchase order at the then prevailing net asset value, in which
case Broker shall be liable for any loss resulting to the SSgA Funds or to the
Distributor.
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10. ADDITIONAL COPIES. The Distributor will supply Broker with additional
copies of the most current prospectuses, statement of additional information and
approved sales literature in reasonable quantities on request.
11. NOTICE. Any notice to Broker shall be duly given if mailed or delivered to
Broker's address as registered from time to time with the NASD. Notice to the
Distributor shall be duly given if mailed or delivered to State Street Global
Advisors - Advisor Strategies Group, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ - Director of
Compliance, State Street Financial Center, Boston; ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Notice is deemed given when delivered or when mailed
certified, return receipt requested.
12. CONSENT TO USE OF NAME. Any consent by the Distributor to the use of the
SSgA Funds' name is given solely for the purpose of marketing the SSgA Funds as
provided by this Agreement and does not constitute the grant of a license of the
SSgA name or ▇▇▇▇ in any fashion. The Distributor reserves the right to withdraw
its consent at any time. Any consent given is made by this Agreement is
expressly subject to the continuation of this Agreement and shall terminate with
the termination of this Agreement as provided herein.
13. PREVENTION OF MONEY LAUNDERING. Broker hereby represents and warrants the
following:
(a) it has adopted policies and procedures (the "Policies and Procedures")
and maintains a system of regulatory compliance and internal controls, which is
appropriate for and reasonably designed to detect any violation of and meet the
recordkeeping and reporting requirements of all applicable statutes, laws,
regulations and orders relating to the prevention of money laundering, including
without limitation (i) the USA Patriot Act of 2001, as it may be amended from
time to time, and the rules and regulations promulgated thereunder, (ii) related
suspicious activity reporting requirements, and (iii) the orders and directives
or the Office of Foreign Assets Control (hereinafter collectively referred to as
the "Laws and Regulations");
(b) The Policies and Procedures and the system of internal controls
adopted by it are being implemented as of the date hereof; and
(c) it will allow representatives of the federal regulatory agencies with
jurisdiction over the Distributor and the SSgA Funds to inspect it and obtain
information and records at its offices related to the matters contemplated by
this Agreement and/or to it's anti-money laundering activities that relate to
its Customers which have invested in Shares of the SSgA Funds.
14. TERMINATION.
(a) BY THE PARTIES. This Agreement may be terminated by either party on
thirty (30) days' written notice to the other party.
(b) BY THE TRUSTEES OR SHAREHOLDERS OF THE FUNDS. This Agreement may be
terminated at any time, without the payment of any penalty by the vote of a
majority of the members of the Board of Trustees of the SSgA Funds who are not
interested persons of the SSgA Funds and have no direct or indirect financial
interest in the operation of the SSgA Funds' Plan or in any related documents to
the Plan ("Independent Trustees") or by a majority of the outstanding voting
securities of the SSgA Funds on not more than sixty (60) days' written notice to
the parties to this Agreement.
(c) LOSS OF GOOD STANDING. This Agreement will terminate automatically if
Broker ceases to be a member in good standing of the NASD.
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(d) BY ASSIGNMENT. This Agreement will terminate automatically in the
event of its assignment by Broker as defined in the Investment Company Act of
1940, as amended.
15. NON-EXCLUSIVE AGREEMENT. The Broker acknowledges that the Distributor may
enter into similar agreements with others without the consent of the Broker.
16. GOVERNING LAW. This Agreement shall be governed and construed under the
laws of The Commonwealth of Massachusetts.
17. AMENDMENT. This Agreement may be amended only by a written instrument
signed by the parties hereto.
18. MASSACHUSETTS BUSINESS TRUST. Broker is hereby expressly put on notice that
all persons dealing with the SSgA Funds, a Massachusetts Business Trust, must
look solely to the SSgA Funds for the enforcement of any claim against the SSgA
Funds as the Trustees, officers, agents and shareholders of the SSgA Funds
assume no personal liability whatsoever for obligations entered into on behalf
of the SSgA Funds.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of *[date]
STATE STREET GLOBAL MARKETS, LLC
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
*[BROKER]
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
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SCHEDULE A
TO
SELECTED BROKER AGREEMENT
Fees payable to Broker with respect to any SSgA Fund are set forth opposite the
name of the fund.
PORTFOLIO NAME FEE (ANNUALIZED)
-------------- ----------------
Disciplined Equity Fund 25 basis points*
Emerging Markets Fund 25 basis points*
International Stock Selection Fund 25 basis points*
Core Opportunities Fund 25 basis points*
Money Market Fund 25 basis points*
US Government Money Market Fund 25 basis points*
Tax Free Money Market Fund 25 basis points*
Intermediate Municipal Bond Fund 25 basis points*
Yield Plus Fund 25 basis points*
Small Cap Fund 25 basis points*
Intermediate Fund 25 basis points*
Special Equity Fund 25 basis points*
International Growth Opportunities Fund 25 basis points*
High Yield Bond Fund 25 basis points*
Tuckerman Active REIT Fund 25 basis points*
Aggressive Equity Fund ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇*
▇▇▇ SHARES Fund 25 basis points*
Life Solutions Balanced Fund 13 basis points*
Life Solutions Growth Fund 13 basis points*
Life Solutions Income and Growth Fund 13 basis points*
S&P 500 Index Fund 5 basis points**
Bond Market Fund 5 basis points*
MSCI EAFE Index Fund 5 basis points**
And such other SSgA Funds (along with their appropriate fee), as may be
established from time to time.
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* Provided a minimum balance of $500,000 is retained within the fund family in
accounts assigned to Broker under its dealer code as provided in Section 3.
** Provided a minimum balance of $10 million is retained in accounts assigned
to Broker under its dealer code as provided in Section 3.
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ADDENDUM TO
SELECTED BROKER AGREEMENT
This Addendum to
Selected Broker Agreement (the "Addendum") is made this ____
day of __________, 2003 between State Street Global Markets, LLC (the
"Distributor") and _____________________ (the "Broker"). Except as otherwise
provided in this Addendum, all capitalized terms shall have the meaning ascribed
thereto in the
Selected Broker Agreement between the Distributor and the Broker
dated ________________ (the "Agreement").
WHEREAS, pursuant to the Agreement, the Broker is authorized to offer and sell
Shares of each SSgA Fund identified on Schedule A hereto, as amended from time
to time; and
WHEREAS, the Broker has established an additional class of Shares of the SSgA
Funds designated as the "Class R Shares"; and
WHEREAS, the Broker and the Distributor desire for the Broker to offer and sell
Class R Shares of each SSgA Fund in accordance with the terms of the Agreement,
as amended and/or supplemented by this Addendum;
NOW, THEREFORE, the Distributor and the Broker hereby agree as follows:
1. Except as otherwise provided in this Addendum, (i) all terms and conditions
of the Agreement shall apply with respect to Class R Shares and (ii) the term
"Shares," as used in the Agreement, shall include Class R Shares.
2. Notwithstanding anything to the contrary in the Agreement, for its services
under the Agreement with respect to the Class R Shares of each SSgA Fund, the
Broker shall be entitled to receive a fee payable by the Distributor or the SSgA
Funds in the amount set forth in Schedule A hereto. All amounts paid or payable
to the Broker pursuant to this Addendum shall be paid or payable as compensation
for the Broker's services under the Agreement and this Addendum without regard
to the actual expenses incurred by the Broker in connection therewith.
3. In addition to the services to Customers contemplated by Section 2 of the
Agreement, the Broker may provide assistance in connection with the design and
implementation of qualified pension, profit-sharing and similar benefit plans,
including the selection of investment options available under such plans. Any
such additional services shall be performed by the Broker in its capacity as an
agent for its Customers and not as an agent of the Distributor or the SSgA
Funds, notwithstanding the receipt of compensation hereunder from the
Distributor or the SSgA Funds.
4. The Broker represents and warrants that the performance of its services
under the Agreement and this Addendum and the receipt of compensation in
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connection therewith does not and will not violate the Employee Retirement
Income Security Act of 1974, as amended, or any regulation thereunder and is
consistent with the Broker's obligations to its Customers under applicable state
and Federal law.
5. The Broker covenants that Class R Shares of an SSgA Fund will not be
offered or sold to any Customer unless such offer or sale has been preceded by
or is accompanied with (i) a current prospectus with respect to such Class R
Shares and (ii) disclosure of the compensation payable to the Broker hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their officers thereunto duly authorized as of the date written above.
STATE STREET GLOBAL MARKETS, LLC
By:
----------------------------------------
[BROKER]
By:
----------------------------------------
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SCHEDULE A
NAME OF SSgA FUND FEE*
----------------- ----
----------
* As a percentage of the average daily net assets of the SSgA Fund represented
by Class R Shares owned by Customers of Broker
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ADDENDUM TO
SELECTED BROKER AGREEMENT
This Addendum to
Selected Broker Agreement (the "Addendum") is made this ____
day of __________, 2003 between State Street Global Markets, LLC (the
"Distributor") and _____________________ (the "Broker"). Except as otherwise
provided in this Addendum, all capitalized terms shall have the meaning ascribed
thereto in the
Selected Broker Agreement between the Distributor and the Broker
dated ________________ (the "Agreement").
WHEREAS, pursuant to the Agreement, the Broker is authorized to offer and sell
Shares of each SSgA Fund identified on Schedule A hereto, as amended from time
to time; and
WHEREAS, the Broker has established an additional class of Shares of the SSgA
Funds designated as the "Class T Shares"; and
WHEREAS, the Broker and the Distributor desire for the Broker to offer and sell
Class T Shares of each SSgA Fund in accordance with the terms of the Agreement,
as amended and/or supplemented by this Addendum;
NOW, THEREFORE, the Distributor and the Broker hereby agree as follows:
1. Except as otherwise provided in this Addendum, (i) all terms and conditions
of the Agreement shall apply with respect to Class T Shares and (ii) the term
"Shares," as used in the Agreement, shall include Class T Shares.
2. Notwithstanding anything to the contrary in the Agreement, for its services
under the Agreement with respect to the Class T Shares of each SSgA Fund, the
Broker shall be entitled to receive a fee payable by the Distributor or the SSgA
Funds in the amount set forth in Schedule A hereto. All amounts paid or payable
to the Broker pursuant to this Addendum shall be paid or payable as compensation
for the Broker's services under the Agreement and this Addendum without regard
to the actual expenses incurred by the Broker in connection therewith.
3. In addition to the services to Customers contemplated by Section 2 of the
Agreement, the Broker may provide assistance in connection with
__________________(Need description of services - maintenance of omnibus
accounts?). Any such additional services shall be performed by the Broker in its
capacity as an agent for its Customers and not as an agent of the Distributor or
the SSgA Funds, notwithstanding the receipt of compensation hereunder from the
Distributor or the SSgA Funds.
4. The Broker represents and warrants that the performance of its services
under the Agreement and this Addendum and the receipt of compensation in
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connection therewith is consistent with the Broker's obligations to its
Customers under applicable state and Federal law.
5. The Broker covenants that Class T Shares of an SSgA Fund will not be
offered or sold to any Customer unless such offer or sale has been preceded by
or is accompanied with (i) a current prospectus with respect to such Class T
Shares and (ii) disclosure of the compensation payable to the Broker hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their officers thereunto duly authorized as of the date written above.
STATE STREET GLOBAL MARKETS, LLC
By:
----------------------------------------
[BROKER]
By:
----------------------------------------
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SCHEDULE A
NAME OF SSgA FUND FEE*
----------------- ----
----------
* As a percentage of the average daily net assets of the SSgA Fund represented
by Class T Shares owned by Customers of Broker
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