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Exhibit 99h.4
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FEEDER FUND MANAGEMENT SERVICES AGREEMENT
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AGREEMENT made as of the 22nd day of September, 1998, between SSgA
International Liquidity Fund, a Delaware business trust (the "Trust"), and State
Street Bank and Trust Company (the "Feeder Fund Manager").
1. Duties of the Feeder Fund Manager; Funds. The Trust hereby appoints the
Feeder Fund Manager to act as Feeder Fund Manager to the U.S. Dollar Fund, the
Pound Sterling Fund, the Deutsche Xxxx Fund and the Canadian Dollar Fund (the
"Initial Funds" and together with any series of the Trust hereafter covered by
this Agreement, "Funds") for the period and on the terms set forth in this
Agreement. The Feeder Fund Manager hereby accepts such appointment and agrees to
render the services herein set forth. The Trust warrants that the Feeder Fund
Manager has been duly appointed to act hereunder.
In the event that the Trust establishes one or more Funds other than
the Initial Funds with respect to which it desires to retain the Feeder Fund
Manager to render services hereunder, it shall so notify the Feeder Fund Manager
in writing. If the Feeder Fund Manager is willing to render such services, it
shall so notify the Trust in writing, whereupon such Fund shall become a Fund
hereunder. In such event a writing signed by both the Trust and the Feeder Fund
Manager shall be annexed hereto as a part hereof indicating that such additional
Fund has become a Fund hereunder.
The Feeder Fund Manager shall afford to the Trust and its Board of
Trustees the advice and assistance of the Feeder Fund Manager's organization in
the administration of the Funds. The Feeder Fund Manager shall for all purposes
herein be deemed to be an independent contractor and shall, except as otherwise
expressly provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
Notwithstanding the foregoing, the Feeder Fund Manager shall not be
deemed to have assumed any duties hereunder with respect to, and shall not, by
the execution of this Agreement, be responsible for, the management of the
Funds' assets or the rendering of investment advice and supervision with respect
thereto or the distribution of shares of the Funds, nor shall the Feeder Fund
Manager be deemed to have assumed hereunder or have any responsibility hereunder
with respect to functions specifically assumed by any transfer agent, custodian,
or shareholder servicing agent of the Trust or the Funds. It is intended that
the assets of the Funds will be invested in portfolios (the "Portfolios") having
substantially the same investment objective, policies and restrictions as the
Funds. The Portfolios are series of the International Currency Fund, a
registered open-end investment company (the "Portfolio Trust"). It is duly
recognized that State Street Bank and Trust Company acts as the investment
adviser to the Portfolios under an Investment Advisory Agreement. As part of its
duties hereunder, however, the Feeder Fund Manager shall obtain from the
Portfolios and compile such information about the Portfolios as requested from
time to time by the Trust's Board of Trustees.
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2. Allocation of Charges and Expenses. The Feeder Fund Manager will pay
all costs it incurs in connection with the performance of its duties under
Section 1 of this Agreement. The Feeder Fund Manager will pay the compensation
and expenses of all if its personnel and will make available, without expense to
the Trust, the services of such of its directors, officers and employees as may
duly be elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. Notwithstanding the
foregoing, the Feeder Fund Manager shall not be obligated to pay the reasonable
out-of-pocket expenses incurred by Trustees of the Trust in connection with
attendance at meetings of the Board of Trustees. The Feeder Fund Manager will
not be required to pay any expenses of the Trust other than those specifically
allocated to the Feeder Fund Manager in this Section 2.
3. Compensation of Feeder Fund Manager. The Board of Trustees of the
Trust has currently determined that the Feeder Fund Manager shall receive no
compensation from the Trust or the Funds in respect of the services to be
rendered and the facilities to be provided by the Feeder Fund Manager under this
Agreement. If the parties determine that the Trust or Funds should in the future
compensate the Feeder Fund Manager for such services and facilities, such
compensation shall be set forth in a new agreement or in an amendment to this
Agreement to be entered into by the parties hereto.
4. Other Interests. It is understood that the Trustees and officers of
the Trust and shareholders of the Funds are or may be or become interested in
the Feeder Fund Manager are or may be or become interested in the Feeder Fund
Manager as directors, officers employees, shareholders or otherwise and that
directors, officers, employees and shareholders of the Feeder Fund Manager are
or may be or become similarly interested in the Fund, and that the Feeder Fund
Manager may be or become interested in the Funds, and that the Feeder Fund
Manager may be or become interested in the Funds as shareholder or otherwise. It
is also understood that directors, officers, employees and shareholders of the
Feeder Fund Manager may be or become interested (as directors, trustees,
officers, employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) which the Feeder
Fund Manager may organize, sponsor or acquire, or with which it may merge or
consolidate, and which may include the words "State Street" or "SSgA" or any
combination or derivation thereof as part of their name, and that the Feeder
Fund Manager or its affiliates may enter into advisory or management or
administration agreements or other contracts or relationships with such other
companies or entities.
5. Feeder Fund Manager's Services Not Exclusive. The services of the
Feeder Fund Manager to the Trust and the Fund are not to be deemed to be
exclusive, the Feeder Fund Manager being free to render services to others and
engage in other business activities.
6. Sub-Feeder Fund Managers. The Feeder Fund Manager may employ one or
more sub-Feeder Fund Managers from time to time to perform such of the acts and
services of the Feeder Fund Manager and upon such terms and conditions as may be
agreed upon between the Feeder Fund Manager and such sub-Feeder Fund Managers
and approved by the Board of
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Trustees of the Trust.
7. Duration and Termination of this Agreement. This Agreement shall
become effective on the date hereof. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years from the date
hereof and shall continue in full force and effect for successive periods of one
year thereafter, but only so long as each such continuance is approved annually
(i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of
the Trustees of the Trust who are not interest persons of the Feeder Fund
Manager or the Trust.
Either party hereto may, at any time, on sixty (60) days' prior written
notice to the other, terminated this Agreement without the payment of any
penalty, by action of Board of Trustees of the Trust or an authorized officer of
the Feeder Fund Manager, as the case may be. This Agreement shall terminate
automatically in the event of its assignment.
8. Amendment of the Agreement. This agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved by the (i) vote of a majority of
this Trustees of the Trust who are no interested persons of the Feeder Fund
Manager of the Trust, and (ii) vote of a majority of the entire Board of
Trustees of the Trust.
9. Limitation of Liability of the Trust and Feeder Fund Manager. The
Feeder Fund Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting form willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by the Feeder Fund Manager of its obligations and duties
under this Agreement. Any person, even though also employed by the Feeder Fund
Manager, who may be or become an employee of and paid by the Feeder Fund
Manager, who may be or become an employee of and paid by the Trust shall be
deemed, when acting within the scope of his or her employment by the Trust, to
be acting in such employment solely for the Trust and not as its employee or
agent. It is understood and expressly stipulated that none of the Trustees,
officers, agents or shareholders of the Trust shall be personally liable
hereunder. None of the trustees, officers agents or shareholders of the Trust
assume any personal liability for obligations entered into on behalf of the
Trust. All persons dealing with the Trust must look solely to the property of
the Trust for the enforcement of any claims against the Trust. The Funds shall
not be liable for any claims against any other series of the Trust.
With respect to any obligation of the Trust on behalf of any Fund
arising hereunder, the Feeder Fund Manager shall look for payment or
satisfaction of such obligations solely to the assets and property of the Fund
to which such obligation relates as though the Trust had separately contracted
with the Feeder Fund Manager by separate written instrument with respect to each
Fund. In addition, this Agreement may be terminated with respect to one or more
Funds without affecting the rights, duties or obligations of any of the other
Funds.
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10. Name of the Trust. The Trust acknowledges that (i) the initials
"SSgA", (ii) the names "State Street" and "State Street Global Advisors", (iii)
the logo consisting of the initials "SSgA" with a globe inside the "g" and (iv)
all other related names, initials and logos (collectively with the names,
initials and logos referred to above, the "Marks") are the property of the
Feeder Fund Manager and its related entities and may be used by the Trust only
with the consent of the Feeder Fund Manager. The Feeder Fund Manager consents
to the use by the Trust of the name "SSgA International Liquidity Fund" or any
other name embodying the initials "SSgA" in such form as the Feeder Fund Manager
shall in writing approve, but only on condition and so long as (i) this
Agreement shall remain in full force and (ii) the Trust shall fully perform,
fulfill and comply with all provisions of this Agreement expressed herein to be
performed, fulfilled or complied with by it. No such name shall be used by the
Trust at any time or in any place or for any purposes or under any conditions
except as in this section provided. The foregoing authorization by the Feeder
Fund Manager to the Trust to use said initials as part of a business or name is
not exclusive of the right of the Feeder Fund Manager itself to use, or to
authorize others to use, the same; the Trust acknowledges and agrees that as
between the Feeder Fund Manager and the Trust, the Feeder Fund Manager has the
exclusive right so to authorize others to use the same; the Trust acknowledges
and agrees that as between the Feeder Fund Manager and the Trust, the Feeder
Fund Manager has the exclusive right so the use, or authorize others to use,
said initials and the Trust agrees to take such action as may reasonably be
requested by the Feeder Fund Manager to give full effect to the provisions of
this section (including, without limitation, consenting to such use of said
initials). Without limiting the generality of the foregoing, the Trust agrees
that upon any termination of this Agreement by either party or upon the
violation of any of its provisions by the Trust, the Trust will, at the request
of the Feeder Fund Manager made within six months after the Feeder Fund Manager
has knowledge of such termination or violation, use its best efforts to change
the name of the the Trust so as to eliminate all reference, if any, to the
initials "SSgA", and any other Marks and will not thereafter transact any
business in a name containing the initials "SSgA" or any other Marks in any form
or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the initials "SSgA" or any
other Xxxx or reference to the Feeder Fund Manager. Such covenants on the part
of the Trust shall be binding upon it, its trustees, officers, stockholders,
creditors and all other persons claiming under or through it.
11. Certain Definitions. The terms "assignment" and "interested
persons' when used herein shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year above written.
SSGA INTERNATIONAL LIQUIDITY FUND
By: /s/ Xxxxx X. Xxxxxxxxx
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Its: President
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STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Executive Vice President
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