EXHIBIT (H)(5)
FORM OF MASTER FEEDER PARTICIPATION AGREEMENT
BETWEEN
STATE STREET INSTITUTIONAL INVESTMENT TRUST
AND
STATE STREET MASTER FUNDS
DATED AS OF
MARCH 30, 2004
AGREEMENT
THIS AGREEMENT is made and entered into as of the 30th day of March 2004,
by and between State Street Institutional Investment Trust (the "Company"), on
behalf of the State Street Institutional Liquid Reserves Fund (the "Feeder
Fund") and State Street Master Funds (the "Trust"), a trust organized under the
common law of the Commonwealth of Massachusetts, on behalf of its State Street
Money Market Portfolio (the "Master Portfolio").
WITNESSETH
WHEREAS, the Feeder Fund and the Master Portfolio are each open-end
management investment companies and the Feeder Fund and the Master Portfolio
have the same investment objectives and substantively the same investment
policies;
WHEREAS, the Feeder Fund desires to invest all of the its investable assets
in the Master Portfolio in exchange for a beneficial interest in the Master
Portfolio (the "Investment") on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein made and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I
THE INVESTMENT
1.1 The Feeder Fund will invest all of its investable assets in the Master
Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the
Feeder Fund a beneficial interest in the Master Portfolio equal in value to the
net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the
"Account"). The Feeder Fund may add to or reduce its investment in the Master
Portfolio in the manner described in the Master Portfolio's registration
statement on Form N-1A, as it may be amended from time to time (the "Master
Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio
would then be recomputed in accordance with the method described in the Master
Portfolio's N-1A.
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1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder
Fund's custodian to deliver all of the assets held by such custodian to the
Master Portfolio's custodian. The Master Portfolio's custodian shall acknowledge
its acceptance of the assets. In addition, each party shall deliver to the other
such bills of sale, checks, assignments, securities instruments, receipts or
other documents as such other party or its counsel may reasonably request.
II
REPRESENTATIONS AND WARRANTIES
2.1 The Company on behalf of the Feeder Fund represents and warrants to the
Trust and the Master Portfolio (which representations and warranties shall be
deemed made at and as of this date and at and as of all times when this
Agreement is in effect) that:
(a) The Feeder Fund is a series of State Street Institutional
Investment Trust, a trust duly organized and validly existing under the
Commonwealth of Massachusetts, and has the requisite power and authority to own
its property and conduct its business as now being conducted and as proposed to
be conducted pursuant to this Agreement.
(b) The execution and delivery of this Agreement by the Feeder Fund
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Feeder Fund by the
Company's Board of Trustees and no other action or proceeding is necessary for
the execution and delivery of this Agreement by the Company, the performance by
the Company of its obligations hereunder and the consummation by the Feeder Fund
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Feeder Fund and constitutes a legal, valid and binding
obligation of the Feeder Fund, enforceable against it in accordance with its
terms.
(c) The Feeder Fund is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or
similar case within the meaning of Section 368(a) (3) (A) of the Bankruptcy
Code.
(d) The fiscal year end for the Feeder Fund is December 31.
(e) The Feeder Fund has duly filed all forms, reports, proxy
statements and other documents (collectively, the "SEC Filings") required to be
filed under the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act") or the Investment Company Act
of 1940, as amended (the "1940 Act" and, together with the 1933 Act and the 1934
Act, the "Securities Laws") in connection with the registration of its shares,
any meetings of its shareholders and its registration as an investment company.
The SEC Filings were prepared in accordance with the requirements of the
Securities Laws, as applicable, and the rules and regulations of the Securities
and Exchange Commission (the "SEC") thereunder, and did not at the time of their
filing contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(f) The Feeder Fund has duly registered as an open-end management
investment company under the 1940 Act and the Feeder Fund and its shares are
registered or qualified in any states where such registration or qualification
is necessary and such registrations or qualifications are in full force and
effect. The Feeder Fund is and will at all times when it owns or purchases
interests in the Master Portfolio be registered as an open-end investment
company under the 1940 Act.
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(g) The Feeder Fund understands and agrees that the interests in the
Master Portfolio (the "Interests") have not been registered and will not be
registered under the 1933 Act or any state securities law, and that the
Interests offered and the offering of the Interests have not been approved,
disapproved, or passed on by any federal or state regulatory agency or
commission, securities or commodities exchange, or other self-regulatory
organization. The sale of interests is being made privately by the Master
Portfolio pursuant to the private placement exemption from registration provided
by Section 4(2) of the 1933 Act.
(h) The Feeder Fund acknowledges that it has received copies of the
Offering Memorandum of the Master Portfolio (the "Memorandum") and of the Master
Portfolio's Declaration of Trust and By-Laws. The Feeder Fund has read,
understands, and is fully familiar with each of those documents and has received
adequate information concerning all matters that the Feeder Fund considers
material to a decision to purchase the Interests.
(i) The Interests subscribed for will be acquired solely by and for
the account of the Feeder Fund, solely for investment, and are not being
purchased for resale or distribution. The Feeder Fund has no existing or
contemplated agreement or arrangement with any person to sell, exchange,
transfer, assign, pledge, or otherwise dispose of the interests. The Feeder Fund
acknowledges and agrees that the interests are non-transferable.
(j) The Feeder Fund has relied solely upon the Memorandum, the advice
of its tax or other advisers, and independent investigations made by the Feeder
Fund in purchasing the Interests. No representations or agreements other than
those set forth in the Memorandum have been made to the Feeder Fund by the
Master Portfolio.
(k) The Feeder Fund agrees to notify the Trust promptly if there is
any change with respect to any of the information, representations, or
warranties contained herein and to provide such further information as the Trust
may reasonably request.
(l) The Feeder Fund acknowledges that (i) it is a "financial
institution" as defined in the Bank Secrecy Act (the "BSA") and/or (ii) it
relies on service providers that are "financial institutions" to perform
functions of handling customer applications, creating shareholder accounts,
receiving funds, processing transactions for customer accounts, and withdrawing
and distributing funds from customer accounts. The Feeder Fund also acknowledges
that it, and/or its service providers on its behalf, are required to comply with
the BSA and the USA PATRIOT Act of 2001 (the "AML Laws").
2.2 The Trust on behalf of the Master Portfolio represents and warrants to
the Company and the Feeder Fund (which representations and warranties shall be
deemed made at and as of this date and at all times when this Agreement is in
effect) that:
(a) The Master Portfolio is a series of the State Street Master Funds,
a trust duly organized and validly existing under the Commonwealth of
Massachusetts, which has the requisite power and authority to own its property
and conduct its business as now being conducted and as proposed to be conducted
pursuant to this Agreement.
(b) The execution and delivery of this Agreement by the Trust and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of the Trust by its Board of Trustees and no
other action or proceeding is necessary for the execution and delivery of this
Agreement by the Trust, the performance by the Trust of its obligations
hereunder and the consummation by the Trust of the transactions contemplated
hereby. This Agreement
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has been duly executed and delivered by the Trust and constitutes a legal, valid
and binding obligation of the Trust, enforceable against it in accordance with
its terms.
(c) The issuance by the Master Portfolio of the Interests in exchange
for the Investment by the Feeder Fund of its assets has been duly authorized by
all necessary action on the part of the Board of Trustees of the Trust. When
issued in accordance with the terms of this Agreement, the Interests will be
validly issued, fully paid and non-assessable by the Master Portfolio.
(d) The Master Portfolio is not under the jurisdiction of a court in a
proceeding under Title 11 of the Bankruptcy Code or similar case within the
meaning of Section 368(a)(3)(A) of the Bankruptcy Code.
(e) The fiscal year end of the Master Portfolio is December 31.
(f) The Master Portfolio has duly filed all SEC Filings required to be
filed with the SEC pursuant to the 1934 Act and the 1940 Act in connection with
any meetings of its investors and its registration as an investment company. The
SEC Filings were prepared in accordance with the requirements of the Securities
Laws, as applicable, and the rules and regulations of the SEC thereunder, and do
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(g) The Master Portfolio is duly registered as an open-end management
investment company under the 1940 Act and such registration is in full force and
effect.
III
COVENANTS AND INDEMNIFICATION
3.1 The Feeder Fund covenants that:
(a) The Feeder Fund will own no investment security other than its
Account in the Master Portfolio for all periods during which this Agreement is
in effect.
(b) If requested to vote on matters pertaining to the Master
Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder
Fund for the purpose of seeking instructions from shareholders regarding such
matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by
Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with
respect to the shares held by Feeder Fund shareholders who do not give voting
instructions in the same proportion as the shares of Feeder Fund shareholders
who do give voting instructions. The Feeder Fund will hold each such meeting of
Feeder Fund shareholders in accordance with a timetable reasonably established
by the Master Portfolio.
(c) The Feeder Fund will furnish the Master Portfolio, at least five
(5) business days prior to filing or first use, as the case may be, with drafts
of amendments to its registration statement on Form N-lA and prospectus
supplements or amendments relating to the Feeder Fund. The Feeder Fund will
furnish the Master Portfolio with any proposed advertising or sales literature
relating to the Feeder Fund at least three (3) business days prior to filing or
first use; provided, however, that such advance notice shall not be required for
advertising or sales literature that merely references the name of the Feeder
Fund. The Feeder Fund agrees that it will include in all such Feeder Fund
documents any disclosures that may be required by law and it will include in all
such Feeder Fund documents any material comments reasonably made by the Master
Portfolio and its counsel. The Master Portfolio will,
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however, in no way be liable for any errors or omissions in such documents,
whether or not it makes any objection thereto, except to the extent such errors
or omissions result from information provided in writing by the Master
Portfolio. The Feeder Fund will not make any other written or oral
representation about the Master Portfolio without its prior written consent.
(d) The Feeder Fund agrees to comply with the AML Laws and to provide
such information and documentation evidencing compliance with the AML Laws as
may be requested by the Master Portfolio from time to time.
3.2 Indemnification by Feeder Fund.
(a) Feeder Fund will indemnify and hold harmless the Master Portfolio,
and the Trust and its respective trustees, directors, officers and employees and
each other person who controls the Master Portfolio, as the case may be, within
the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and
collectively, "Covered Persons"), against any and all losses, claims, demands,
damages, liabilities and expenses (each, a "Liability" and collectively, the
"Liabilities") (including the reasonable cost of investigating and defending
against any claims therefor and any counsel fees incurred in connection
therewith), joint or several, which
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement, any prospectus, or any amendment thereof or supplement thereto, or
any advertisement or sales literature, or any other document or publication
filed, created, or published or otherwise disseminated by the Feeder Fund, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Feeder Fund will
not be liable in any such case to the extent that such Liability arises out of
or is based upon any untrue statement or omission in or from any thereof in
reliance upon and in conformity with written information furnished to the Feeder
Fund by the Master Portfolio specifically for use therein;
(ii) result from the failure of any representation or warranty
made by the Company on behalf of the Feeder Fund to be accurate when made or the
failure of the Company or the Feeder Fund to perform any covenant contained
herein or to otherwise comply with the terms of this Agreement; or
(iii) arise out of any failure of the Feeder Fund or any
director, officer, employee or agent of the Company, to comply with any
applicable law;
provided, however, that in no case shall the Feeder Fund be liable with respect
to any claim made against any Covered Person unless the party shall have
notified the Feeder Fund in writing of the nature of the claim within a
reasonable time after the summons, other first legal process or formal or
informal initiation of a regulatory investigation or proceeding shall have been
served upon or provided to a Covered Person, or any federal, state or local tax
deficiency has come to the attention of the the Master Portfolio or a Covered
Person. Failure to notify the Feeder Fund of such claim shall not relieve it
from any liability that it may have to any party otherwise than on account of
the indemnification contained in this Section.
(b) The Feeder Fund will be entitled to participate at its own expense
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but, if the Feeder Fund elects to assume the
defense, such defense shall be conducted by counsel chosen by the Feeder Fund
and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund
elects to assume the defense of any such suit and retain such counsel, each
Covered Person and any other defendant or defendants may retain additional
counsel, but shall bear the fees and expenses of such counsel unless (A)
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the Feeder Fund shall have specifically authorized the retaining of such counsel
or (B) the parties to such suit include any Covered Person and the Feeder Fund,
and any such Covered Person has been advised by counsel that one or more legal
defenses may be available to it that may not be available to the Feeder Fund, in
which case the Feeder Fund shall not be entitled to assume the defense of such
suit notwithstanding its obligation to bear the fees and expenses of such
counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for
any settlement of any claim effected without the Feeder Fund's written consent,
which consent shall not be unreasonably withheld or delayed. The indemnities set
forth in paragraph (a) will be in addition to any liability that the Feeder Fund
might otherwise have to a Covered Person.
3.3 Indemnification by the Master Portfolio.
(a) The Master Portfolio will indemnify and hold harmless the Feeder
Fund and the Company and its respective directors, officers and employees and
each other person who controls the Feeder Fund, as the case may be, within the
meaning of Section 15 of the 1933 Act (each, a "Covered Person" and
collectively, "Covered Persons"), against any and all losses, claims, demands,
damages, liabilities and expenses (each, a "Liability" and collectively, the
"Liabilities") (including the reasonable costs of investigating and defending
against any claims therefor and any counsel fees incurred in connection
therewith), joint or several, whether incurred directly by the Feeder Fund or
through the Feeder Fund's Investment in the Master Portfolio, which
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Master
Portfolio's N-1A, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Master Portfolio will not be liable in any such case to the extent that any
such Liability arises out of or is based upon any untrue statement or omission
in or from the Master Portfolio's N-1A in reliance upon and in conformity with
written information furnished to the Master Portfolio by the Feeder Fund
specifically for use therein (for this purpose, information of any kind
contained in any filing by the Feeder Fund with the Securities and Exchange
Commission being deemed to have been so furnished to the Master Portfolio);
(ii) arise out of or are based upon a materially inaccurate
calculation of the Master Portfolio's net asset value (whether by the Master
Portfolio or any party retained for that purpose);
(iii) result from the failure of any representation or warranty
made by the Master Portfolio to be accurate when made or the failure of the
Master Portfolio to perform any covenant contained herein or to otherwise comply
with the terms of this Agreement; or
(iv) arise out of any claim that the use of the names "Standard &
Poor's," "S&P," "Standard & Poor's 500," "S&P 500" or 500" by the Master
Portfolio violates any license or infringes upon any trademark;
provided, however, that in no case shall the Master Portfolio be liable with
respect to any claim made against any such Covered Person unless such Covered
Person shall have notified the Master Portfolio in writing of the nature of the
claim within a reasonable time after the summons, other first legal process or
formal or informal initiation of a regulatory investigation or proceeding shall
have been served upon or provided to a Covered Person or any federal, state or
local tax deficiency has come to the attention of the Feeder Fund or a Covered
Person. Failure to notify the Master Portfolio of such claim shall not relieve
it from any liability that it may have to any Covered Person otherwise than on
account of the indemnification contained in this paragraph.
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(b) The Master Portfolio will be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but, if the Master Portfolio elects to
assume the defense, such defense shall be conducted by counsel chosen by the
Master Portfolio. In the event that the Master Portfolio elects to assume the
defense of any such suit and retain such counsel, each Covered Person and any
other defendant or defendants may retain additional counsel, but shall bear the
fees and expenses of such counsel unless (A) the Master Portfolio shall have
specifically authorized the retaining of such counsel or (B) the parties to such
suit include any Covered Person and the Master Portfolio, and any such Covered
Person has been advised by counsel that one or more legal defenses may be
available to it that may not be available to the Master Portfolio, in which case
the Master Portfolio shall not be entitled to assume the defense of such suit
notwithstanding its obligation to bear the fees and expenses of such counsel.
The Master Portfolio shall not be liable to indemnify any Covered Person for any
settlement of any claim affected without the Master Portfolio's written consent,
which consent shall not be unreasonably withheld or delayed. The indemnities set
forth in paragraph (a) will be in addition to any liability that the Master
Portfolio might otherwise have to a Covered Person.
3.4 Allocation of Losses.
(a) If the indemnification provided for in Section 3.2 or Section 3.3
is for any reason unavailable to or insufficient to hold harmless a Covered
Person in respect of any losses, claims, demands, damages, liabilities, or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such any losses, claims, demands, damages, liabilities,
or expenses incurred by such Covered Person in such proportion as is appropriate
to reflect the relative fault of the Feeder Fund and the Master Portfolio in
connection with the statements or omissions or other action or failure to act
which resulted in such losses, liabilities, claims, damages, or expenses, as
well as any other relevant equitable considerations.
(b) In the case of any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, the
relative fault of the Feeder Fund and the Master Portfolio shall be determined
by reference to, among other things, whether any such untrue statement or
alleged untrue statement or omission or alleged omission related to information
supplied by the Feeder Fund or the Master Portfolio and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.
(c) The Feeder Fund and the Master Portfolio agree that it would not
be just and equitable if contribution pursuant to this Section 3.4 were
determined by any method of allocation which does not take account of the
equitable considerations referred to above in this Section 3.4. The aggregate
amount of losses, claims, demands, damages, liabilities, and expenses incurred
by a Covered Person and referred to above in this Section 3.4 shall be deemed to
include any legal or other expenses reasonably incurred by such Covered Person
in investigating, preparing, or defending against any litigation or any
investigation or proceeding or any such claims and reasonable counsel fees
incurred in connection therewith.
(d) For purposes of this Section 3.4, each person, if any, who
controls the Feeder Fund or the Master Portfolio within the meaning of Section
15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as
amended, shall have the same rights to contribution as the Feeder Fund or the
Master Portfolio, as the case may be, and each director or trustee, officer, or
employee of the Trust or the Company and each officer thereof who signed a
registration statement shall have the same rights to contribution as the Feeder
Fund or the Master Portfolio, as the case may be.
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IV
ADDITIONAL AGREEMENTS
4.1 Each party agrees that it shall hold in strict confidence all data and
information obtained from the other party (unless such information is or becomes
readily ascertainable from public or published information or trade sources) and
shall ensure that its officers, employees and authorized representatives do not
disclose such information to others without the prior written consent of the
party from whom it was obtained, except if disclosure is required by the SEC,
any other regulatory body or the Feeder Fund's or Master Portfolio's respective
auditors, or in the opinion of counsel such disclosure is required by law, and
then only with as much prior written notice to the other party as is practical
under the circumstances.
4.2 No party shall issue any press release or otherwise make any public
statements with respect to the matters covered by this Agreement without the
prior consent of the other parties hereto, which consent shall not be
unreasonably withheld; provided, however, that consent shall not be required if,
in the opinion of counsel, such disclosure is required by law, provided further,
however, that the party making such disclosure shall provide the other parties
hereto with as much prior written notice of such disclosure as is practical
under the circumstances.
V
TERMINATION, AMENDMENT AND WAIVER
5.1 Termination.
(a) This Agreement may be terminated by the Company upon five (5)
business days notice to the Trust.
(b) This Agreement may be terminated at any time by the Company by
withdrawing all of the Feeder Fund's Interest in the Master Portfolio.
(c) This Agreement may be terminated on not less than 120 days' prior
written notice by the Trust to the Company.
(d) This Agreement may be terminated at any time immediately upon
written notice to the other parties in the event that formal proceedings are
instituted against another party to this Agreement by the SEC or any other
regulatory body, provided that the terminating party has a reasonable belief
that the institution of the proceeding is not without foundation and will have a
material adverse impact on the terminating party.
(e) The indemnification obligations set forth in Article III and the
confidentiality provisions in Section 4.1 shall survive the termination of this
Agreement.
5.2 This Agreement may be amended, modified or supplemented at any time in
such manner as may be mutually agreed upon in writing by the parties.
VI
GENERAL PROVISIONS
6.1 All notices and other communications given or made pursuant hereto
shall to in writing and shall be deemed to have been duly given or made when
actually received in person or by fax, or three
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days after being sent by certified or registered United States mail, return
receipt requested, postage prepaid, addressed as follows:
If to the Feeder Fund:
State Street Master Funds
c/o State Street Bank and Trust Company
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
If to the Master Portfolio:
State Street Master Funds
c/o State Street Bank and Trust Company
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Either party to this Agreement may change the identity of the person to receive
notice by providing written notice thereof to all other parties to the
Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
6.4 If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered
pursuant hereto set forth the entire understanding between the parties
concerning the subject matter of this Agreement and incorporate or supersede all
prior negotiations and understandings. There are no covenants, promises,
agreements, conditions or understandings, either oral or written, between them
relating to the subject matter of this Agreement other than those set forth
herein.
6.6 Each and all of the provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and, except as otherwise
specifically provided in this Agreement, their respective successors and
assigns. Notwithstanding the foregoing, no party shall make any assignment of
this Agreement or any rights or obligations hereunder without the written
consent of all other parties.
6.7 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts without giving effect to the
choice of law or conflicts of law provisions thereof.
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6.8 This Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be construed
to confer upon or give any person, other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not presumptively
be interpreted against any party, but shall be interpreted according to the
application of the rules of interpretation for arm's length agreements.
6.11 Each party expressly acknowledges the provision in the Articles of
Incorporation of the Company and the Declaration of Trust of the Trust limiting
the personal liability of shareholders and the officers and trustees of the
Feeder Fund and the Master Portfolio, respectively.
6.12 The parties hereto agree and acknowledge that (a) the Company has
entered into this Agreement solely on behalf of the Feeder Fund and that no
other party shall have any obligation hereunder with respect to any liability of
the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement
solely on behalf of the Master Portfolio and that no other series of the Trust
shall have any obligation hereunder with respect to any liability of the Master
Portfolio arising hereunder; and (c) no series or feeder participant of the
Master Portfolio shall be liable to any other series or feeder participant of
the Master Portfolio.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers, thereunto duly authorized, as of the date first
written above.
STATE STREET INSTITUTIONAL INVESTMENT
TRUST
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Treasurer
STATE STREET MASTER FUNDS
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President
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