Exhibit (h)(2)
ADMINISTRATION AGREEMENT
Agreement dated as of March 1, 2000 by and between State
Street Bank and Trust Company, a Massachusetts trust company (the
"Administrator"), and State Street Master Funds (the "Trust").
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain the Administrator to
furnish certain administrative services to the Trust, and the Administrator is
willing to furnish such services, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints the Administrator to act as
administrator with respect to the Trust for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services stated herein.
The Trust will initially consist of the Funds listed in
Schedule A to this Agreement. In the event that the Trust establishes one or
more additional Funds with respect to which it wishes to retain the
Administrator to act as administrator hereunder, the Trust shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Fund shall become subject to the provisions of this Agreement to the same extent
as the existing Funds, except to the extent that such provisions (including
those relating to the compensation and expenses payable by the Trust and its
Funds) may be modified with respect to each additional Fund in writing by the
Trust and the Administrator at the time of the addition of the Fund.
2. DELIVERY OF DOCUMENTS
The Trust will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements, if
any:
a. The Trust's Declaration of Trust;
b. The Trust's currently effective registration
statement under the 1940 Act and the Trust's
Prospectus(es) and Statement(s) of Additional
Information relating to all Funds and all amendments
and supplements thereto as in effect from time to
time;
c. Certified copies of the resolutions of the Board of
Trustees of the Trust (the "Board") authorizing (1)
the Trust to enter into this Agreement and (2)
certain individuals on behalf of the Trust to (a)
give instructions to the Administrator pursuant to
this Agreement and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between
the Trust and its investment adviser;
e. Such other certificates, documents or opinions which
the Administrator may, in its reasonable discretion,
deem necessary or appropriate in the proper
performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized
and existing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on
its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;
d. No legal or administrative proceedings have been
instituted or threatened which would impair the
Administrator's ability to perform its duties and
obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a
material breach or be in material conflict with any
other agreement or obligation of the Administrator or
any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Administrator that:
a. It is a trust, duly organized, existing and in good
standing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority under
applicable laws and by its Declaration of Trust and
by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to
authorize it to enter into and perform this
Agreement;
d. It is an investment company properly registered under
the 1940 Act;
e. A registration statement under the 1940 Act has been
filed and will be effective and remain effective
during the term of this Agreement. The Trust also
warrants to the Administrator that as of the
effective date of this Agreement, all necessary
filings under the securities laws of the states in
which the Trust offers or sells its
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interests have been made;
f. No legal or administrative proceedings have been
instituted or threatened which would impair the
Trust's ability to perform its duties and obligations
under this Agreement;
g. Its entrance into this Agreement will not cause a
material breach or be in material conflict with any
other agreement or obligation of the Trust or any law
or regulation applicable to it; and
h. As of the close of business on the date of this
Agreement, the Trust is authorized to issue
interests, and it will initially offer interests, in
the authorized amounts as set forth in Schedule A to
this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in
each case, subject to the control, supervision and direction of the Trust and
the review and comment by the Trust's auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Trust and the Administrator:
a. Oversee the determination and publication of the
Trust's net asset value in accordance with the
Trust's policy as adopted from time to time by the
Board;
b. Oversee the maintenance by the Trust's custodian of
certain books and records of the Trust as required
under Rule 31a-1(b) of the 1940 Act;
c. Prepare the Trust's federal, state and local income
tax returns for review by the Trust's independent
accountants and filing by the Trust's treasurer;
d. Review calculation, submit for approval by officers
of the Trust and arrange for payment of the Trust's
expenses;
e. Prepare for review and approval by officers of the
Trust financial information for the Trust's
semi-annual and annual reports, proxy statements and
other communications required or otherwise to be sent
to Trust interest holders, and arrange for the
printing and dissemination of such reports and
communications to record and beneficial
interestholders;
f. Prepare for review by an officer of and legal counsel
for the Trust the Trust's periodic financial reports
required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR and financial
information required by Form N-1A and such other
reports, forms or filings as may be mutually agreed
upon;
g. Prepare reports relating to the business and affairs
of the Trust as may be mutually agreed upon and not
otherwise prepared by the Trust's investment adviser,
custodian, legal counsel or independent accountants;
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h. Prepare recommendations as to each Fund's income and
capital gains available for distribution; calculate
such distributions for each Fund in accordance with
applicable regulations and the distribution policies
set forth in the Trust's registration statement, and
assist Trust management in making final determination
of distribution amounts;
i. Make such reports and recommendations to the Board
concerning the performance of the independent
accountants as the Board may reasonably request;
j. Make such reports and recommendations to the Board
concerning the performance and fees of the Trust's
custodian and transfer and dividend disbursing agent
("Transfer Agent") as the Board may reasonably
request or deems appropriate;
k. Oversee and review calculations of fees paid to the
Trust's investment adviser, custodian and Transfer
Agent;
l. Consult with the Trust's officers, independent
accountants, legal counsel, custodian and Transfer
Agent in establishing the accounting policies of the
Trust;
m. Respond to, or refer to the Trust's officers or the
Transfer Agent, interestholder inquiries relating to
the Trust;
n. Provide periodic testing of portfolios to assist the
Trust's investment adviser in complying with Internal
Revenue Code mandatory qualification requirements,
the requirements of the 1940 Act and Trust prospectus
limitations as may be mutually agreed upon;
o. Review and provide assistance on interestholder
communications;
p. Maintain general corporate calendar;
q. Maintain copies of the Trust's Declaration of Trust
and by-laws;
r. File annual and semi-annual interest holder reports
with the appropriate regulatory agencies; review text
of "President's letters" to interest holders and
"Management's Discussion of Trust Performance" (which
shall also be subject to review by the Trust's legal
counsel);
s. Organize, attend and prepare minutes of
interestholder meetings;
t. Provide consultation on regulatory matters relating
to portfolio management, Trust operations and any
potential changes in the Trust's investment policies,
operations or structure; act as liaison to legal
counsel to the Trust and, where applicable, to legal
counsel to the Trust's independent Board members;
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u. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may
affect the Trust, update the Board and the investment
adviser on those developments and provide related
planning assistance where requested or appropriate;
v. Develop or assist in developing guidelines and
procedures to improve overall compliance by the Trust
and its various agents;
w. Counsel and assist the Trust in the handling of
routine regulatory examinations and work closely with
the Trust's legal counsel in response to any
non-routine regulatory matters;
Subject to review and comment by the Trust's legal counsel:
x. Prepare and file with the SEC amendments to the
Trust's registration statement, including updating
the Prospectus and Statement of Additional
Information, where applicable;
y. Prepare and file with the SEC proxy statements;
provide consultation on proxy solicitation matters;
z. Prepare agenda and background materials for Board
meetings, make presentations where appropriate,
prepare minutes and follow-up on matters raised at
Board meetings;
aa. Prepare and file with the SEC Rule 24f-2 notices;
bb. Perform Blue Sky services pursuant to the specific
instructions of the Trust and as detailed in Schedule
B to this Agreement; and
The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Trust such
compensation for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and described in the then current Prospectus, and
initially set forth as an annual fee in the Custody, Accounting, Transfer Agent,
Fund Administration and Advisory Fee Schedule to this Agreement. The fees are
accrued daily and billed monthly and shall be due and payable upon receipt of
the invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. In addition,
the Trust shall reimburse the Administrator for its out-of-pocket costs incurred
in connection with this Agreement.
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The Trust agrees promptly to reimburse the Administrator for
any equipment and supplies specially ordered by or for the Trust through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Trust's behalf at the Trust's request or with
the Trust's consent.
The Trust will bear all expenses that are incurred in its
operation and not specifically assumed by the Administrator or another party.
Expenses to be borne by the Trust, include, but are not limited to:
organizational expenses; cost of services of independent accountants and outside
legal and tax counsel (including such counsel's review of the Trust's
registration statement, proxy materials, federal and state tax qualification as
a regulated investment company and other reports and materials prepared by the
Administrator under this Agreement); cost of any services contracted for by the
Trust directly from parties other than the Administrator; cost of trading
operations and brokerage fees, commissions and transfer taxes in connection with
the purchase and sale of securities for the Trust; investment advisory fees;
taxes, insurance premiums and other fees and expenses applicable to its
operation; costs incidental to any meetings of interestholders including, but
not limited to, legal and accounting fees, proxy filing fees and the costs of
preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director\trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and interestholder reports;
cost of typesetting and printing of prospectuses; cost of preparation and filing
of the Trust's tax returns, Form N-1A and Form N-SAR, and all notices,
registrations and amendments associated with applicable federal and state tax
and securities laws; all applicable registration fees and filing fees required
under federal and state securities laws; fidelity bond and directors' and
officers' liability insurance; and cost of independent pricing services used in
computing the Trust's net asset value.
The Administrator is authorized to and may employ or associate
with such person or persons as the Administrator may deem desirable to assist it
in performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Trust for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the
Trust for instructions and may consult with its own legal counsel or outside
counsel for the Trust or the independent accountants for the Trust at the
expense of the Trust, with respect to any matter arising in connection with the
services to be performed by the Administrator under this Agreement. The
Administrator shall not be liable, and shall be indemnified by the Trust, for
any action taken or omitted by it in good faith in reliance upon any such
instructions or advice or upon any paper or document believed by it to be
genuine and to have been signed by the proper person or persons. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Trust. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice, or to act in accordance with such advice
when received.
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8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement and, except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgment or mistake of
law or for any loss or damage resulting from the performance or nonperformance
of its duties hereunder unless solely caused by or resulting from the gross
negligence or willful misconduct of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect,
incidental, or consequential damages of any kind whatsoever (including, without
limitation, attorneys' fees) under any provision of this Agreement or for any
such damages arising out of any act or failure to act hereunder. In any event,
the Administrator's liability under this Agreement shall be limited to two times
its total annual compensation earned and fees paid hereunder during the
preceding twelve months for any liability or loss suffered by the Trust
including, but not limited to, any liability relating to qualification of the
Trust as a regulated investment company or any liability relating to the Trust's
compliance with any federal or state tax or securities statute, regulation or
ruling.
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption.
The Trust shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from any claim, demand,
action or suit in connection with the Administrator's acceptance of this
Agreement, any action or omission by it in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed by
it to have been duly authorized by the Trust, provided that this indemnification
shall not apply to actions or omissions of the Administrator, its officers or
employees in cases of its or their own gross negligence or willful misconduct.
The indemnification contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by
law or in connection with any required disclosure to a banking or other
regulatory authority, it will keep confidential all records and information in
its possession relating to the Trust or its interestholders or interestholder
accounts and will not disclose the same to any person except at the request or
with the written consent of the Trust.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for the
Trust shall at all times remain the property of the Trust, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
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the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Trust
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier
surrendered as provided above. Records shall be surrendered in usable
machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Trust are not to be
deemed exclusive, and the Administrator shall be free to render similar services
to others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Trust
from time to time, have no authority to act or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its
execution and shall remain in full force and effect from the effective date for
an initial term of two years from the effective date and shall automatically
continue in full force and effect after such initial term unless either party
terminates this Agreement by written notice to the other party at least sixty
(60) days prior to the expiration of the initial term. Either party may
terminate this Agreement at any time after the initial term upon at least sixty
(60) days' prior written notice to the other party. Termination of this
Agreement with respect to any given Fund shall in no way affect the continued
validity of this Agreement with respect to any other Fund. Upon termination of
this Agreement, the Trust shall pay to the Administrator such compensation and
any reimbursable expenses as may be due under the terms hereof as of the date of
such termination, including reasonable out-of-pocket expenses associated with
such termination. This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by
this Agreement to be given to either party shall be in writing and deemed to
have been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Trust:____________, Attn: _____________, fax: _____________; if to the
Administrator: State Street Bank and Trust Company, ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Fund Administration Legal Department, fax:
▇▇▇-▇▇▇-▇▇▇▇.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that the
Administrator may assign this Agreement to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by or under
common control with the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Trust and the Administrator and their respective successors and
permitted assigns.
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16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
previous representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
20. LIMITATION OF LIABILITY
The First Amended and Restated Declaration of Trust dated
November 1, 1999, 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 State Street Master Trust means the Trustees from time to
time serving (as Trustees but not personally) under such Declaration of Trust.
It is expressly acknowledged and agreed that the obligations of the Trust
hereunder shall not be binding upon any of the interestholders, Trustees,
officers, employees or agents of the Trust, personally, but shall bind only the
trust property of the Trust, as provided in its 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 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
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personally, but shall bind only the trust property of the Trust as provided in
its Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
STATE STREET MASTER FUNDS
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
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ADMINISTRATION AGREEMENT
SCHEDULE A
LISTING OF FUNDS AND AUTHORIZED INTERESTS
Fund Authorized Interests
--------------------------------------------------------------------------------
State Street Equity 500 Index Portfolio Unlimited
State Street Equity 2000 Index Portfolio Unlimited
State Street Equity 400 Index Portfolio Unlimited
State Street MSCI EAFE Index Portfolio Unlimited
State Street Aggregate Bond Index Portfolio Unlimited
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ADMINISTRATION AGREEMENT
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE TRUST, THE ADMINISTRATOR WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH TRUST INTERESTS ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE TRUST.
THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF
TRUST INTERESTS TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE
EVENT THAT THE ADMINISTRATOR BECOMES AWARE OF (a) THE SALE OF TRUST INTERESTS IN
A JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF TRUST
INTERESTS IN EXCESS OF THE NUMBER OF TRUST INTERESTS PERMITTED TO BE SOLD IN
SUCH JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE TRUST,
AND IT SHALL BE THE TRUST'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE
ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the
Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement
where required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing
fees;
6. Filing the Prospectuses and Statements of Additional
Information and any amendments or supplements thereto where
required;
7. Filing of annual reports and proxy statements where required;
and
8. The performance of such additional services as the
Administrator and the Trust may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by the
Trust or its legal counsel. In connection with the services described herein,
the Trust shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of the Trust, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of _____________________, that State Street
Master Funds with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Trust") makes, constitutes, and appoints STATE STREET
BANK AND TRUST COMPANY (the "Administrator") with principal offices at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful attorney-in-fact for it to do
as if it were itself acting, the following:
1. REGISTRATION OF TRUST INTERESTS. The power to register shares of each
series of the Trust in each jurisdiction in which each series of Trust
interests are offered or sold and in connection therewith the power to
prepare, execute, and deliver and file any and all Trust applications,
including without limitation, applications to register interests,
consents, including consents to service of process, reports, including
without limitation, all periodic reports, claims for exemption, or
other documents and instruments now or hereafter required or
appropriate in the judgment of the Administrator in connection with the
registration of Trust interests.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or Senior
Blue Sky Administrator at the Administrator shall have authority to act
on behalf of the Trust with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
By:
-------------------------------
Name:
-----------------------------
Title:
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EXHIBIT A
INVESTMENT ADVISORY FEE SCHEDULE
SSgA Funds Management, Inc. will bear the cost of providing
administration, custody and transfer agency services to each of the Portfolios
listed below. As consideration for the SSgA Funds Management, Inc.'s services as
adviser, and State Street Bank and Trust Company's services as administrator,
transfer agent and custodian to each of the following Portfolios (and for
assuming ordinary operating expenses of the Portfolios, including ordinary legal
and audit expenses), SSgA Funds Management, Inc. shall be entitled to receive
from each Portfolio an annual fee, accrued daily at the rate of 1/365th of the
applicable fee rate and payable monthly on the first business day of each month,
of the following annual percentages of each Portfolio's average daily net assets
during the month:
Annual percentage of
Fund average daily net assets
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STATE STREET EQUITY 500 INDEX PORTFOLIO .045%
STATE STREET EQUITY 2000 INDEX PORTFOLIO .10%
STATE STREET EQUITY 400 INDEX PORTFOLIO .08%
STATE STREET MSCI(R) EAFE(R) INDEX PORTFOLIO .15%
STATE STREET AGGREGATE BOND INDEX PORTFOLIO .10%
As consideration for the SSgA Funds Management, Inc.'s services as
investment adviser to the State Street Money Market Portfolio and the State
Street U.S. Government Money Market Portfolio (the "Money Market Portfolios"),
SSgA Funds Management, Inc. shall be entitled to receive from each Money Market
Portfolio an annual fee, accrued daily at the rate of 1/365th of the applicable
fee rate and payable monthly on the first business day of each month, of the
following annual percentages of each Money Market Portfolio's average daily net
assets during the month:
Fund average daily net assets
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STATE STREET MONEY MARKET PORTFOLIO .10%
STATE STREET U.S. GOVERNMENT MONEY MARKET PORTFOLIO .10%
SSgA Funds Management, Inc. hereby instructs the Portfolios to pay the
above referenced fees to State Street Bank and Trust Company until further
notice.
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EXHIBIT A
CUSTODY AGREEMENT, ADMINISTRATION AGREEMENT,
AND TRANSFER AGENCY AND SERVICE AGREEMENT FEE SCHEDULE
As consideration for the State Street Bank and Trust Company's services
as administrator, transfer agent and custodian to the State Street Money Market
Portfolio and the State Street U.S. Government Money Market Portfolio (the
"Money Market Portfolios"), State Street Bank and Trust Company shall be
entitled to receive from each Money Market Portfolio an annual fee, accrued
daily at the rate of 1/365th of the applicable fee rate and payable monthly on
the first business day of each month, of the following annual percentages of
each Money Market Portfolio's average daily net assets during the month:
Fund average daily net assets
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STATE STREET MONEY MARKET PORTFOLIO .04%
STATE STREET U.S. GOVERNMENT MONEY MARKET PORTFOLIO .04%
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