Exhibit (h)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of March, 2000, by and between STATE STREET
MASTER FUNDS, a Massachusetts trust company, having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
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 is authorized to issue interests in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Trust intends to initially offer interests in five (5) series,
State Street Equity 500 Index Portfolio, State Street Equity 2000 Index
Portfolio, State Street Equity 400 Index Portfolio, State Street MSCI EAFE Index
Portfolio and State Street Aggregate Bond Index Portfolio (herein referred to as
a "Fund", and collectively as the "Funds");
WHEREAS, the Trust on behalf of the Funds desires to appoint the Bank as its
transfer agent, dividend disbursing agent, and agent in connection with certain
other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the
Trust, on behalf of the Funds, hereby employs and appoints the Bank to
act as, and the Bank agrees to act as its transfer agent for the
authorized and issued shares of beneficial interest, $ 0.001 par value
of each Fund listed on Annex A hereto ("Shares"), and as the Trust's
dividend disbursing agent.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Trust on behalf of each of the Funds, as
applicable, and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Trust
(the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by the Trust
who shall thereby be deemed to be acting on behalf of
the Trust;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Trust on behalf of the
applicable Fund;
(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory
to the Bank and protecting the Bank and the Trust,
and the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Trust
and its Shareholders as to the foregoing; and
(x) Record the issuance of Shares of the Trust and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of Shares of the Trust which are
authorized, based upon data provided to it by the
Trust, and issued and outstanding. The Bank shall
also provide the Trust on a regular basis with the
total number of Shares which are authorized and
issued and outstanding and shall have no obligation,
when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of
the Trust.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall:
(i) perform the customary services of a transfer agent and
dividend disbursing agent including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxy materials, Shareholder reports
and prospectuses to current Shareholders, withholding taxes on
U.S. resident and non-resident alien accounts, preparing and
filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(c) In addition, the Trust shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity
for each State. The responsibility of the Bank for the Trust's
blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Trust and the reporting of such transactions
to the Trust as provided above.
(d) The Bank shall provide additional services on behalf of the
Trust (i.e., escheatment services) which may be agreed upon in
writing between the Trust and the Bank.
2. Fees and Expenses
2.1 For the performance by the Bank pursuant to this Agreement, the Trust
agrees on behalf of each of the Funds to pay the Bank an annual fee as
set out in the initial fee schedule attached hereto and in the
Prospectus. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Trust and the Bank and
as described in the then current Prospectus.
2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees
on behalf of each of the Funds to reimburse the Bank for out-of-pocket
expenses, including but not limited to confirmation, production,
postage, forms, telephone, microfilm, microfiche, tabulating proxies,
records storage, or advances incurred by the Bank for the items set out
in the fee schedule attached hereto. In addition, any other expenses
incurred by the Bank at the request or with the consent of the Trust,
will be reimbursed by the Trust on behalf of the applicable Fund.
2.3 The Trust agrees on behalf of each of the Funds to pay all fees and
reimbursable expenses within five days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies,
Trust reports and other mailings to all Shareholder accounts shall be
advanced to the Bank by the Trust at least seven (7) days prior to the
mailing date of such materials.
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Trust that:
3.1 It is a trust company duly organized and existing under the laws of The
Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
act as transfer agent and dividend disbursing agent and to enter into
and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations and Warranties of the Trust
The Trust represents and warrants to the Bank that:
4.1 It is a trust duly organized and existing and in good standing under
the laws of The Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
4.5 A registration statement under the Investment Company Act of 1940, as
amended, on behalf of each of the Funds has been filed with the
Securities and Exchange Commission.
5. Data Access and Proprietary Information
5.1 The Trust acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Trust by the Bank as part of the
Trust's ability to access certain Trust-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership of
the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Bank or other third party. In no event shall Proprietary Information be
deemed Customer Data. The Trust agrees to treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall
not divulge any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the foregoing,
the Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
(e) that the Trust shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Trust notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Trust agrees to make
no claim against the Bank arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. THE BANK EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Trust include the ability to
originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be
entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by the
Bank from time to time.
6. Indemnification
6.1 The Bank shall not be responsible for, and the Trust shall on behalf of
the applicable Fund indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or
willful misconduct.
(b) The Trust's negligence, willful misconduct or lack of good
faith which arise out of the breach of any representation or
warranty of the Trust hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Trust or any other person or firm on behalf
of the Trust including but not limited to any previous
transfer agent or registrar.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Trust
on behalf of the applicable Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop order
or other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.
6.2 At any time the Bank may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the
Trust on behalf of the applicable Fund for any action taken or omitted
by it in reliance upon such instructions or
upon the opinion of such counsel. The Bank, its agents and
subcontractors shall be protected and indemnified in acting upon any
paper or document, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or its agents
or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Trust, and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Trust.
6.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Trust may be
required to indemnify the Bank, the Bank shall promptly notify the
Trust of such assertion, and shall keep the Trust advised with respect
to all developments concerning such claim. The Trust shall have the
option to participate with the Bank in the defense of such claim or to
defend against said claim in its own name or in the name of the Bank.
The Bank shall in no case confess any claim or make any compromise in
any case in which the Trust may be required to indemnify the Bank
except with the Trust's prior written consent.
7. Standard of Care
The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees.
8. Covenants of the Trust and the Bank
8.1 The Trust shall on behalf of each of the Funds promptly furnish to the
Bank the following:
(a) A certified copy of the resolution of the Board of Trustees of
the Trust authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Trust
and all amendments thereto.
8.2 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of the Trust and
will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Trust
on and in accordance with its request.
8.3 The Bank and the Trust agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation
or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may
be required by law.
8.4 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, the Bank will endeavor to notify the
Trust and to secure instructions from an authorized officer of the
Trust as to such inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised by
its counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.
9. Termination of Agreement
9.1 This Agreement may be terminated by either party upon thirty (30) days
written notice to the other.
9.2 Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Trust on behalf of the applicable Fund(s). Additionally,
the Bank reserves the right to charge for any other reasonable expenses
associated with such termination and/or a charge equivalent to the
average of three (3) months' fees.
10. Additional Series
In the event that the Trust establishes one or more series in addition
to the Funds with respect to which it desires to have the Bank render
services as transfer agent under the terms hereof, it shall so notify
the Bank in writing, and if the Bank agrees in writing to provide such
services, such series shall become a Fund hereunder.
11. Assignment
11.1 Except as provided in Section 11.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Bank may, without further consent on the part of the Trust,
subcontract for the performance, in whole or in part, of this Agreement
with (i) Boston Financial Data Services, Inc., a Massachusetts
corporation ("BFDS") which is duly registered as a transfer agent
pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934,
as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly
registered as a transfer agent pursuant to Section 17A(c)(2), (iii) a
BFDS affiliate or (iv) Boston EquiServe Trust Company, N.A.; provided,
however, that the Bank shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it is for its
own acts and omissions.
12. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Trust.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
14. Force Majeure
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
15. Special, Indirect and Consequential Damages
Neither party to this Agreement shall be liable to the other party 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 Bank'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.
16. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. Limitations of Liability of the Trustees and Interest holders
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the
Trustees or Interest holders individually but are binding only upon the
assets and property of the Trust.
18. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
19. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STATE STREET MASTER FUNDS
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/Xxxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
ANNEX A
State Street Equity 500 Index Portfolio
State Street Equity 2000 Index Portfolio
State Street Equity 000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxxx XXXX EAFE Index Portfolio
State Street Aggregate Bond Index Portfolio
Dated:
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.
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%
