DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT effective as of _______________, 1999, by and
between State Street Research Investment Services, Inc., a corporation organized
under the laws of the Commonwealth of Massachusetts having its place of business
in Boston, Massachusetts (the "Distributor"), and State Street Research
Institutional Funds, a Massachusetts business trust having its principal place
of business in Boston, Massachusetts (the "Trust"), which Trust proposes to
offer shares of beneficial interest in different series representing interests
in separate portfolios of assets (each series being referred to herein as a
"Fund" and such series being referred to herein collectively as the "Funds").
WITNESSETH:
In consideration of the agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, it is agreed:
1. Appointment of Distributor.
(a) Appointment. The Trust hereby appoints the Distributor as its agent to
sell and distribute shares of each of the State Street Research Core Fixed
Income Fund, the State Street Research Core Plus Fixed Income Fund, the State
Street Research Core Large Cap Growth Fund and the State Street Research Large
Cap Growth Fund (the "Initial Funds") and the Distributor hereby accepts such
appointment and agrees during the term of this Agreement to provide the services
and to assume the obligations herein set forth. In the event that the Trust
establishes one or more series of shares other than the Initial Funds with
respect to which it desires to retain the Distributor to serve as distributor
and principal underwriter hereunder, it shall so notify the Distributor in
writing. If the Distributor is willing to render such services, it shall so
notify the Trust in
writing, whereupon such series of shares shall become a Fund hereunder. In such
event a writing signed by both the Trust and the Distributor shall be annexed
hereto as a part hereof indicating that such additional series of shares has
become a Fund hereunder.
(b) Sales of Shares. Shares of each Fund shall be sold at the offering
price thereof as from time to time determined in the manner herein provided. The
Trust agrees that it will not, without the Distributor's consent, sell or agree
to sell any shares of a Fund otherwise than through the Distributor, except that
the Trust may (a) sell shares for not less than the net asset value thereof as
an investment to such persons or classes of persons as may be indicated in the
prospectus of the Trust as amended and in effect from time to time; (b) issue or
sell shares for not less than the net asset value thereof directly to holders of
shares of any Fund upon such terms and for such consideration, if any, as it may
determine, whether in connection with the distribution of subscription or
purchase rights, the payment or reinvestment of distributions or dividends, the
exercise of any applicable reinvestment privilege, or otherwise; (c) issue or
sell shares for not less than the net asset value thereof of any Fund to the
shareholders of any other Fund or investment company in connection with the
exercise of exchange privileges offered by the Trust; and (d) issue shares for
not less than the net asset value thereof in connection with a merger,
consolidation or acquisition of assets on such basis as may be authorized or
permitted under the Investment Company Act of 1940, as amended (the "1940 Act").
2. Basis of Sale of Shares; Selected Dealers. The Distributor does not
agree to sell any specific number of shares. Shares will be sold by the
Distributor as agent for the Funds and the Trust only against orders therefor.
The Distributor will not purchase shares except as agent for the Trust.
Notwithstanding anything herein to the contrary, the Trust may terminate,
suspend or withdraw the offering of shares whenever, in its sole
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discretion, it deems such action desirable. In connection with its performance
of services hereunder, the Distributor may engage other persons to act as
selected dealers.
3. Compensation.
(a) Offering Price/Sales Charge. The offering price for shares of any Fund
of the Trust shall be the "net asset value per share" for that Fund determined
in accordance with the Agreement and Declaration of Trust of the Trust, as may
be amended from time to time (the "Declaration of Trust"), plus a sales charge,
if any, payable to the Distributor as set forth in the Trust's prospectus as
from time to time amended and in effect. The Distributor may reallow such
portions of such sales charges as dealer concessions to dealers through whom
sales are made as the Distributor may determine consistent with the terms of the
Trust's prospectus as from time to time amended and in effect; provided,
however, that the sales charge to each purchaser of shares shall not exceed that
set forth for such category of purchaser in the Trust's prospectus as from time
to time amended and in effect. The Distributor may also pay from its own funds a
commission, if any, with respect to sales to the extent consistent with and as
contemplated by the Trust's prospectus as from time to time amended and in
effect. The net asset value per share for each Fund shall be determined at such
time and on such days as are established by the Board of Trustees of the Trust
from time to time.
(b) 12b-1 Expenses. In the event that the Trust adopts a distribution plan
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), the Distributor
agrees to fulfill any obligations it may have under the 12b-1 Plan.
4. Manner of Offering. The Distributor will comply with the securities laws
of any jurisdiction in which it sells, directly or indirectly, any shares of the
Trust. The Distributor also agrees to furnish to the Trust sufficient copies of
any sales literature it
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intends to use in connection with any sales of shares in adequate time for the
Trust to review such sales literature. The Distributor agrees that it will be
responsible for filing and clearing all such sales literature with the proper
authorities before or after use as required by applicable law.
The Distributor and the Trust each shall have the right to accept or reject
orders for the purchase of shares of the Trust. Any consideration which the
Distributor may receive in connection with a rejected purchase order will be
returned promptly to the prospective purchaser. The Distributor agrees promptly
to issue confirmations of all accepted purchase orders and to transmit a copy of
such confirmations to the Trust, or, if so directed, to any duly appointed
transfer or shareholder servicing agent of the Trust. If the originating dealer,
if any, shall fail to make timely settlement of its purchase order in accordance
with the rules of the National Association of Securities Dealers, Inc. or other
applicable requirements, the Distributor shall have the right to cancel such
purchase order and to hold the originating dealer responsible. The Distributor
agrees promptly to reimburse the Trust for any amount by which the Trust's
losses attributable to any such cancellations or to accepted purchase orders
exceed gains realized by the Trust for either of such reasons in respect of
other purchase orders. The Trust shall register or cause to be registered all
shares sold by the Distributor pursuant to the provisions hereof in such name or
names and amounts as the Distributor may request from time to time.
The Distributor agrees that if any person tenders to the Trust for
redemption of any shares purchased from the Trust within seven days of the
redemption request, the Distributor will promptly pay to the Trust the full
sales commission paid, if any, with respect to the shares so tendered for
redemption (in the case of sales by selected dealers,
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if any, such payment shall be made promptly after the Distributor's receipt of
the same from the selected dealer responsible for the sale).
The Distributor hereby agrees to act as agent for the Trust in connection
with any share repurchase arrangements from time to time offered by the Trust in
accordance with the terms of the Trust's prospectus as from time to time
amended.
5. Securities Law. The Trust has delivered to the Distributor a copy of its
current prospectus. The Trust agrees that it will use its best efforts to
continue the effectiveness of its registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), and the 1940 Act. The Trust
further agrees to prepare and file any amendments to such registration statement
and any supplemental data as may be necessary in order to comply with the
Securities Act and the 1940 Act. The Trust is presently registered under the
1940 Act as an investment company, and it will use its best efforts to maintain
such registration and to comply with the requirements of said Act.
At the Distributor's request, the Trust will take such steps as may be
necessary and feasible to make available shares of the Funds for sale in states,
territories or dependencies of the United States of America, in the District of
Columbia and in foreign countries, in accordance with the laws thereof;
provided, however, that the Trust shall not be required to make available shares
in any state, territory, dependency, district or country where it shall deem
disadvantageous to the Trust.
The Distributor agrees that it will (i) not use, distribute or disseminate
or authorize the use, distribution or dissemination by others in connection with
the sale of shares of the Funds, any statement, other than those contained in
the Trust's current prospectus, except such supplemental literature or
advertising as shall be approved by the Trust, (ii) conform to the requirements
of all state and federal laws and the Rules of Fair
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Practice of the National Association of Securities Dealers, Inc. relating to the
sale of shares of the Trust (including, without limitation, the maintenance of
effective broker-dealer registrations as required), and (iii) observe and be
bound by all the provisions of the Declaration of Trust (and of any fundamental
policies adopted by the Trust pursuant to the 1940 Act, notice of which shall
have been given to the Distributor) which at the time in any way require, limit,
restrict or prohibit or otherwise regulate any action on the part of the
Distributor.
The Distributor further agrees that: (a) the Distributor shall furnish to
the Trust any information with respect to the Distributor within the purview of
any reports or registrations required to be filed with any governmental
authority; and (b) the Distributor will not make any representations
inconsistent with the registration statement of the Trust filed under the
Securities Act, as from time to time amended and in effect.
6. Allocation of Expenses.
(a) The Funds, either directly or through their investment adviser or
investment advisers, will be responsible for, and shall pay their allocable
portions of the expenses of:
(i) providing all necessary services, including fees and
disbursements of counsel, related to the preparation, setting in
type, printing and filing of any registration statement and/or
prospectus required under the Securities Act or the 1940 Act or
under state securities laws covering their shares, and all
amendments and supplements thereto, the mailing of any such
prospectus to existing shareholders, and preparing, setting in
type, printing and mailing of periodic reports to existing
shareholders;
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(ii) the cost of all registration and filing fees relating to the
Funds' shares, including the fees or expenses of qualifying the
Trust as a broker or dealer under laws of any state, if any;
(iii) the cost of preparing temporary and permanent share certificates
for shares, if any; and
(iv) any and all federal and state issue and/or transfer taxes
payable upon the issue by or (in the case of treasury shares)
transfer from a Fund of the shares distributed hereunder.
(b) The Distributor agrees that, after the Trust's prospectus and periodic
reports have been set in type or otherwise finalized, it will bear the expense
of printing (or otherwise producing) and distributing any copies thereof which
are to be used in connection with the offering of shares to prospective
investors. The Distributor further agrees that it will bear the expenses of
preparing, printing (or otherwise producing) and distributing any other
literature used by the Distributor or furnished by it for use in connection with
the offering of the shares for sale to the public, and any expenses of
advertising in connection with such offering. The Distributor will also pay fees
and expenses related to its registrations as a broker dealer and fees for
services rendered by the Trust's transfer agent on behalf of the Distributor.
(c) The Funds will be responsible for, and shall pay the expenses of,
maintaining shareholder accounts and furnishing or causing to be furnished to
each shareholder a statement of his account.
7. Distributor Is Independent Contractor. The Distributor shall be an
independent contractor. The Distributor is responsible for its own conduct, for
the employment, control and conduct of its agents and employees and for injury
to such
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agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable laws and agrees to pay all employer taxes relating thereto.
8. Term and Termination; Amendment.
(a) Term and Termination. This Agreement shall become effective as of the
effective date noted above with respect to each Initial Fund; and, with respect
to any additional Fund, (i) on the date of receipt by the Trust of notice from
the Distributor in accordance with Section 1(a) hereof that the Distributor is
willing to serve as Distributor with respect to such Fund, or (ii) such other
date with respect to an additional Fund as the Trust and the Distributor
mutually agree. Unless terminated as herein provided, this Agreement shall
remain in full force and effect with respect to each Initial Fund until the date
which is two years after the effective date of this Agreement with respect to
such Initial Fund, and, with respect to each additional Fund, for two years from
the date on which such Fund becomes a Fund hereunder. Subsequent to such initial
periods of effectiveness this Agreement shall continue in full force and effect,
subject to the last sentence of this Section 8(a), for successive one-year
periods with respect to each Fund so long as such continuance with respect to
such Fund is approved at least annually (a) by either the Trustees of the Trust
or by vote of a majority of the outstanding voting securities (as defined in the
▇▇▇▇ ▇▇▇) of such Fund, and (b) in either event, by the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such party of the Trust and who
have no direct or indirect interest in the operation of any 12b-1 Plan or this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated with respect to the Trust or any Fund
at any time, without
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payment of any penalty, by a vote of (a) a majority of the Trustees who are not
"interested persons" of the Trust (as defined in the ▇▇▇▇ ▇▇▇) and who have no
direct or indirect financial interest in the operation of any 12b-1 Plan or this
Agreement or (b) a majority of the outstanding voting securities of the Trust or
that Fund, or by the Distributor, as the case may be, in each case on sixty
days' prior written notice of the other party.
(b) Amendment. Any amendment to this Agreement shall become effective with
respect to a Fund upon approval in writing of the Distributor and the Trust
(subject in the latter case to approval by a majority of the Trustees and a
majority of the Trustees who are not "interested persons" of the Trust (as
defined in the ▇▇▇▇ ▇▇▇) and who have no direct or indirect financial interest
in the operation of any 12b-1 Plan); provided, however, that amendments relating
to any 12b-1 Plan shall not require the consent of the Distributor.
(c) Approval, Amendment or Termination for Individual Fund. Any approval,
amendment or termination of this Agreement with respect to any Fund shall be
effective to continue, amend or terminate this Agreement with respect to such
Fund notwithstanding (i) that such action has not been approved with respect to
any other Fund affected thereby, and (ii) that such action has not been approved
by the shareholders of such Fund, unless such action shall be required by any
applicable law or otherwise.
9. Assignment. The Distributor may not make any assignment, as defined
under the 1940 Act, of this Agreement and this Agreement shall automatically
terminate in the event of an attempted assignment by the Distributor; provided,
however, that the Distributor may employ or enter into agreements with such
other person, persons, corporation or corporations, as it shall determine in
order to assist it in carrying out this
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Agreement, including, without limitation, selected dealers as contemplated by
Section 2.
10. Indemnification by Distributor. The Distributor agrees to indemnify and
hold harmless the Trust and each person who has been, is, or may hereafter be an
officer, Trustee, employee or agent of the Trust against any loss, damage or
expense reasonably incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon any
violation of any of its representations or covenants herein contained or any
untrue statement or alleged untrue statement of a material fact, or the omission
or alleged omission to state a material fact necessary to make the statements
made not misleading, on the part of the Distributor or any agent or employee of
the Distributor or any other person for whose acts the Distributor is
responsible or is alleged to be responsible (such as any selected dealer or
person through whom sales are made pursuant to an agreement with the
Distributor), whether made orally or in writing, unless such statement or
omission was made in or in reliance upon written information furnished by the
Trust. The term "expenses" for purposes of this and the next paragraph includes
reasonable attorneys' fees and amounts paid in satisfaction of judgments or in
settlements which are made with the Distributor's consent. The foregoing rights
of indemnification shall be in addition to any other rights to which any of the
foregoing indemnified parties may be entitled as a matter of law.
11. Indemnification by Trust. The Trust agrees to indemnify and hold
harmless the Distributor and each person who has been, is, or may hereafter be
an officer, director, employee or agent of the Distributor against any loss,
damage or expense reasonably incurred by any of them in connection with any
claim or in connection with any action, suit or proceeding to which any of them
may be party, which arises out of or
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is alleged to arise out of or is based upon a violation of any of its covenants
herein contained or any untrue or alleged untrue statement of material fact, or
the omission or alleged omission to state a material fact necessary to make the
statements made not misleading, in a registration statement or prospectus of the
Trust, or any amendment or supplement thereto, unless such statement or omission
was made in reliance upon written information furnished by the Distributor. The
foregoing rights of indemnification shall be in addition to any other rights to
which any of the foregoing indemnified parties may be entitled as a matter of
law. Nothing contained herein shall relieve the Distributor of any liability to
the Trust or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
hereunder.
12. Non-Exclusive Agreement. The services of the Distributor to the Trust
hereunder shall not be deemed to be exclusive, and the Distributor shall be free
to (a) render similar services to, and act as underwriter or distributor in
connection with the distribution of shares of, other investment companies, and
(b) engage in any other businesses and activities from time to time.
13. 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.
14. Prior Agreements Superseded; Construction. This Agreement supersedes
any prior agreement relating to the subject matter hereof between the parties
hereto. Where the context of this Agreement so permits, each of the masculine,
feminine and neuter genders shall be deemed to denote the other two genders, the
singular to denote the
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plural and the plural to denote the singular. Without limiting the generality of
the foregoing, all references to the Trust's prospectus shall include all
prospectuses of the Trust or any of its Funds.
15. 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
16. Limitation of Liability. The term "State Street Research Institutional
Funds" means and refers to the Trustees from time to time serving under
Declaration of Trust. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
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 Declaration
of Trust. 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 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 the Declaration of
Trust. The Declaration of Trust further 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 or liable for the same.
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IN WITNESS WHEREOF, this Agreement has been executed for the Distributor
and the Trust by their duly authorized officers, as of the date first set forth
above.
STATE STREET RESEARCH INVESTMENT
SERVICES, INC.
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
STATE STREET RESEARCH
INSTITUTIONAL FUNDS
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
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