Exhibit (d)(ix)
EXECUTION DRAFT
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of April 1, 2010, by and between SSgA Funds
Management, Inc., a Massachusetts corporation (the "ADVISER"), and Nuveen Asset
Management, a Delaware corporation (the "SUB-ADVISER").
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("ADVISERS ACT");
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated July 1, 2004 with the SPDR Series Trust ("TRUST") an investment company
registered under the Investment Company Act of 1940, as amended ("INVESTMENT
COMPANY ACT");
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Board of Trustees of the Trust (the "BOARD") and the Adviser
desire to retain the Sub-Adviser to render investment advisory and other
services to the portfolio(s) specified in Appendix A hereto, each a series of
the Trust (each a "FUND" and collectively, the "FUNDS"), in the manner and on
the terms hereinafter set forth;
WHEREAS, the Adviser has the authority under the Investment Advisory
Agreement with the Trust to select sub-advisers for each Fund of the Trust; and
WHEREAS, the Sub-Adviser is willing to furnish such services to the
Adviser and each Fund;
NOW, THEREFORE, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF THE SUB-ADVISER
(a) The Adviser hereby appoints the Sub-Adviser to act as an investment
adviser for each Fund, subject to the supervision and oversight of the Adviser
and the Board, and in accordance with the terms and conditions of this
Agreement. The Sub-Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation specified in Appendix A hereto.
(b) In the event that the Trust establishes one or more series in addition
to the Funds with respect to which the Adviser desires to retain the Sub-Adviser
to render investment advisory services hereunder, the Adviser shall so notify
the Sub-Adviser in writing, indicating the advisory fee to be payable to the
Sub-Adviser with respect to each additional Fund. If the Sub-Adviser is willing
to render such services, it shall so notify the Adviser in writing, whereupon
each such additional Fund shall become a Fund hereunder. In such event, a
writing signed by both the Adviser and the Sub-Adviser shall be annexed hereto
as a part hereof indicating that each such additional Fund has become a Fund
hereunder and reflecting the agreed-upon fee schedule for each such additional
Fund.
2. SERVICES TO BE RENDERED BY THE SUB-ADVISER
(a) Subject to the supervision of the Adviser and the Board and consistent
with its fiduciary duties to each Fund, the Sub-Adviser shall manage the
investment operations and determine the composition of the assets assigned to
the Sub-Adviser by the Adviser ("portfolio") of each Fund, including the
purchase, retention and disposition of the securities and other instruments held
by the Fund, in accordance with such Fund's investment objective and policies as
stated in the then-current prospectus ("PROSPECTUS") and Statement of Additional
Information ("SAI") for such Fund contained in the Trust's Registration
Statement on Form N-1A (the "REGISTRATION STATEMENT"), as such Prospectus and
SAI are amended or supplemented from time to time. As part of the services it
will provide hereunder, the Sub-Adviser shall:
(i) provide supervision of each Fund's investments, furnish a continuous
investment program for the Funds, determine from time to time what
investments or securities will be purchased, retained or sold by the
Funds, and what portion of the assets will be invested or held
uninvested as cash;
(ii) maintain books and records with respect to the Trust's securities
transactions and keep the Board and the Adviser fully informed on an
ongoing basis as agreed by the Adviser and the Sub-Adviser of all
material facts concerning the investment and reinvestment of the
assets in the Funds, the Sub-Adviser and its key investment
personnel and operations providing services with respect to the
Fund; make regular and periodic special written reports of such
additional information concerning the same as may reasonably be
requested from time to time by the Adviser or the Board, and the
Sub-Adviser will attend meetings with the Adviser and/or the
Trustees, as reasonably requested, to discuss the foregoing;
(iii) in accordance with procedures and methods established by the Board,
which may be amended from time to time, provide assistance in
determining the fair value of all securities and other
investments/assets in the Funds, as necessary, and use reasonable
efforts to arrange for the provision of valuation information or a
price(s) from a party(ies) independent of the Sub-Adviser for each
security or other investment/asset in the Fund for which market
prices are not readily available, it being understood that the
Sub-Adviser shall not be responsible for determining the value of
any such security;
(iv) provide any and all material composite performance information,
records and supporting documentation about accounts the Sub-Adviser
manages, if appropriate, which are relevant to the Fund and that
have investment objectives, policies, and strategies substantially
similar to those employed by the Sub-Adviser in managing the Fund
that may be reasonably necessary, under applicable laws, to allow
the Fund or its agent to present information concerning the
Sub-Adviser's prior performance in the Trust's Prospectus and SAI
(as hereinafter defined) and any permissible reports and materials
prepared by the Fund or its agent;
(v) cooperate with and provide reasonable assistance to the Adviser, the
Trust's administrator, the Trust's custodian and foreign custodians,
the Trust's transfer agent and pricing agents and all other agents
and representatives of the Trust that the Adviser and Sub-Adviser
shall agree, and the Adviser upon request from such person, shall
keep all such persons fully informed as to such matters as they may
reasonably deem necessary to the performance of their obligations to
the Trust and the Adviser, provide prompt responses to reasonable
requests made by such persons and maintain any appropriate
interfaces with each so as to promote the efficient exchange of
information; and
(vi) the Sub-Adviser shall initially determine and make such
modifications to the identity and number of shares of the Deposit
Securities and the Fund Securities required for a Fund Deposit or
Redemption for each Fund as may be necessary as a result of
rebalancing adjustments and corporate action events (and may give
directions to the Trust's Custodian with respect to such
designation) (capitalized terms have the meaning set forth in the
Funds' prospectus).
(b) In furnishing services hereunder, the Sub-Adviser shall be subject to,
and shall perform its responsibilities in accordance with the following: (i) the
Trust's Agreement and Declaration of Trust, as the same may be hereafter
modified and/or amended from time to time ("TRUST DECLARATION"); (ii) the
By-Laws of the Trust, as the same may be hereafter modified and/or amended from
time to time ("BY-LAWS"); (iii) the Prospectus and SAI of the Trust filed with
the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser,
as the same may be hereafter modified, amended and/or supplemented; (iv) the
Investment Company Act, the Advisers Act, the applicable provisions of the
Internal Revenue Code of 1986, as amended, and the Commodities Exchange Act and
the rules under each, and all other federal and state laws or regulations
applicable to the Trust and the Fund(s); (v) the terms and conditions of
exemptive and no-action relief granted to the Trust as amended from time to
time; (vi) the Trust's policies and procedures adopted from time to time by the
Board; and (vii) the written instructions of the Adviser. Prior to the
commencement of the Sub-Adviser's services hereunder, the Adviser shall provide
the Sub-Adviser with current copies of the Trust Declaration, By-Laws,
Prospectus and SAI and other relevant policies and procedures adopted by the
Board and by applicable exemptive and no action relief. The Adviser undertakes
to provide the Sub-Adviser with copies or other written notice of any
amendments, modifications or supplements to any such above-mentioned document.
(c) In furnishing services hereunder, the Sub-Adviser will not consult
with any other investment adviser to (i) the Fund, (ii) any other Fund of the
Trust or (iii) any other investment company under common control with the Trust
concerning transactions of the Fund in securities or other assets. (This shall
not be deemed to prohibit the Sub-Adviser from consulting with any of its
affiliated persons concerning transactions in securities or other assets. This
also shall not be deemed to prohibit the Sub-Adviser from consulting with any of
the other covered advisers concerning compliance with paragraphs (a) and (b) of
Rule 12d3-1 under the Investment Company Act.)
(d) The Sub-Adviser, at its expense, will furnish: (i) all necessary
facilities and personnel, including salaries, expenses and fees of any personnel
required for the Sub-Adviser to
faithfully perform its duties under this Agreement; and (ii) administrative
facilities, including bookkeeping, and all equipment necessary for the efficient
conduct of the Sub-Adviser's duties under this Agreement.
(e) The Sub-Adviser will select brokers and dealers to effect all
portfolio transactions subject to the conditions set forth herein which may
include brokers and dealers affiliated with the Sub-Adviser if and as permitted
by applicable law. The Sub-Adviser will place all necessary orders with brokers,
dealers, or issuers, and will negotiate brokerage commissions, if applicable.
The Sub-Adviser is directed at all times to seek to execute transactions for
each Fund (i) in accordance with any written policies, practices or procedures
that may be established by the Board or the Adviser from time to time and which
have been provided to the Sub-Adviser or (ii) as described in the Trust's
Prospectus and SAI. In placing any orders for the purchase or sale of
investments for each Fund, in the name of the Fund or its nominees, the
Sub-Adviser shall seek to achieve for the Fund "best execution", considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement. In no instance will portfolio securities be
purchased from or sold to the Sub-Adviser, or any affiliated person thereof,
except in accordance with the Investment Company Act, the Advisers Act and the
rules under each, and all other federal and state laws or regulations applicable
to the Trust and the Fund.
(f) Subject to the appropriate policies and procedures approved by the
Board, the Sub-Adviser may, to the extent consistent with the safe harbor set
forth in Section 28(e) of the Securities Exchange Act of 1934, as amended
("EXCHANGE ACT"), cause each Fund to pay a broker or dealer that provides
brokerage or research services to the Adviser, the Sub-Adviser or the Fund an
amount of commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines, in good faith, that such amount
of commission is reasonable in relationship to the value of such brokerage or
research services provided viewed in terms of that particular transaction or the
Sub-Adviser's overall responsibilities to the Fund or its other advisory
clients. To the extent consistent with Section 28(e) and the Board, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of such action.
Subject to seeking best execution, the Board or the Adviser may authorize, but
not require, the Sub-Adviser to effect transactions in portfolio securities
through broker-dealers in a manner that will help generate resources to pay the
cost of certain expenses that the Trust is required to pay or for which the
Trust is required to arrange payment.
(g) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund(s) as well as other clients of
the Sub-Adviser and its affiliates, the Sub-Adviser to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution.
Allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in the manner which
the Sub-Adviser considers to be the most equitable and consistent with its
fiduciary obligations to each Fund and to its other clients over time. The
Adviser agrees that the Sub-Adviser and its affiliates may give advice and take
action in the performance of their duties with respect to any of their other
clients that may differ from advice given, or the timing or nature of actions
taken, with respect to the Fund. The Adviser also
acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other
entities, some of which have the same or similar investment objectives (and will
hold the same or similar investments) as the Fund, and that the Sub-Adviser will
carryout its duties hereunder together with its duties under such relationships.
Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any
obligation to purchase or to sell or to recommend for purchase or sale for the
Fund any investment that the Sub-Adviser, its affiliates, officers or employees
may purchase or sell for its or their own account or for the account of any
client, if in the sole and absolute discretion of the Sub-Adviser it is for any
reason impractical or undesirable to take such action or make such
recommendation for the Fund.
(h) The Sub-Adviser will maintain all accounts, books and records with
respect to each Fund as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act and Advisers Act and
the rules thereunder and shall file with the SEC all forms pursuant to Section
13 of the Exchange Act, with respect to its duties as are set forth herein.
(i) The Sub-Adviser will, unless and until otherwise directed by the
Adviser or the Board and consistent with seeking the best interests of each
Fund, exercise (or not exercise in its discretion) all rights of security
holders with respect to securities held by each Fund, including, but not limited
to: voting proxies, converting, tendering, exchanging or redeeming securities;
acting as a claimant in class action litigation (including litigation with
respect to securities previously held); and exercising rights in the context of
a bankruptcy or other reorganization. Unless the Adviser or the Board gives
written instructions to the contrary, the Sub-Adviser shall vote all proxies
solicited by or with respect to the issuers of securities in which assets of the
Fund may be invested in accordance with the Sub-Adviser's proxy voting
guidelines, a copy of which has been provided to the Adviser.
3. COMPENSATION OF THE ADVISER
The Adviser shall pay the Sub-Adviser an advisory fee with respect to each
Fund as specified in Appendix A to this Agreement.
4. LIABILITY AND INDEMNIFICATION
(a) Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, neither the Sub-Adviser nor any of its
officers, members or employees (its "AFFILIATES") shall be liable for any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered by the Adviser or the Trust as a result of any
error of judgment or mistake of law by the Sub-Adviser or its Affiliates with
respect to each Fund, except that nothing in this Agreement shall operate or
purport to operate in any way to exculpate, waive or limit the liability of the
Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the
Trust, the Adviser, all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the Investment Company Act) and all controlling persons (as
described in Section 15 of the Securities Act of 1933, as amended ("1933 ACT"))
(collectively, "ADVISER INDEMNITEES") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Adviser Indemnitees may become subject under the
1933 Act, the Investment Company Act, the Advisers Act, or under
any other statute, or common law or otherwise arising out of or based on (i) any
willful misconduct, bad faith, reckless disregard or gross negligence of the
Sub-Adviser in the performance of any of its duties or obligations hereunder or
(ii) any untrue statement of a material fact relating to the Sub-Adviser
contained in the Prospectus and SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Fund or the omission to
state therein a material fact known to the Sub-Adviser which was required to be
stated therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon information furnished to
the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below)
expressly for use therein and provided that the Adviser gave the Sub-Adviser a
reasonable advance opportunity to review and comment on all such Fund materials
that relate to the Sub-Adviser.
(b) Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Adviser and the Trust shall not be liable
for any losses, claims, damages, liabilities or litigation (including legal and
other expenses) incurred or suffered by the Sub-Adviser as a result of any error
of judgment or mistake of law by the Adviser with respect to each Fund, except
that nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Adviser for, and the Adviser
shall indemnify and hold harmless the Sub-Adviser, all affiliated persons
thereof (within the meaning of Section 2(a)(3) of the Investment Company Act)
and all controlling persons (as described in Section 15 of the 1933 Act)
(collectively, "SUB-ADVISER INDEMNITEES") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Sub-Adviser Indemnitees may become subject under
the 1933 Act, the Investment Company Act, the Advisers Act, or under any other
statute, at common law or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard or gross negligence of the Adviser in
the performance of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other materials
pertaining to the Fund(s) or the omission to state therein a material fact known
to the Adviser that was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon information furnished to the Adviser or the Trust by the
Sub-Adviser Indemnitees expressly for use therein and provided that the Adviser
gave the Sub-Adviser a reasonable advance opportunity to review and comment on
all such Fund materials that relate to the Sub-Adviser.
5. REPRESENTATIONS OF THE ADVISER
The Adviser represents, warrants and agrees that:
(a) The Adviser has been duly authorized by the Board to delegate to the
Sub-Adviser the provision of investment services to each Fund as contemplated
hereby.
(b) The Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) to the best of its knowledge, has met and
will seek to continue to meet for so long as this Agreement is in effect, any
other
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency necessary to be met in order to
perform the services contemplated by this Agreement; and (iv) will promptly
notify the Sub-Adviser of the occurrence of any event that would disqualify the
Adviser from serving as investment manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise. The Adviser will also
promptly notify the Sub-Adviser if it is served or otherwise receives notice of
any action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, regulatory agency, involving the
affairs of the Fund(s), provided, however, that routine regulatory examinations
shall not be required to be reported by this provision.
6. REPRESENTATIONS OF THE SUB-ADVISER
The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered (or shall qualify for an
exemption from registration) for so long as this Agreement remains in effect;
(ii) is not prohibited by the Investment Company Act, the Advisers Act or other
law, regulation or order from performing the services contemplated by this
Agreement; (iii) to the best of its knowledge, has met and will seek to continue
to meet, for so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will promptly
notify the Adviser of the occurrence of any event that would substantially
impair the Sub-Adviser's ability to fulfill its commitment under this Agreement
or disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the Investment Company Act or
otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser
if it is served or otherwise receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public
board or body, involving the affairs of the Fund(s), provided, however, that
routine regulatory examinations shall not be required to be reported by this
provision.
(b) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1
under the Advisers Act and will provide the Adviser and the Board with a copy of
such code of ethics, together with evidence of its adoption. Within forty-five
days of the end of the last calendar quarter of each year that this Agreement is
in effect, and as otherwise requested, the president, Chief Operating Officer,
compliance officer or a vice-president of the Sub-Adviser shall certify to the
Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1
and Rule 204A-1 during the previous year and that there has been no material
violation of the Sub-Adviser's code of ethics or, if such a material violation
has occurred, that appropriate action was taken in response to such violation.
Upon the written request of the Adviser, the Sub-Adviser shall permit the
Adviser, its employees or its agents to examine the reports required to be made
to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records
relevant to the Sub-Adviser's code of ethics but only to the extent such reports
and/or records relate to the provision of services hereunder.
(c) The Sub-Adviser has adopted and implemented and will maintain (a) in
accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures
reasonably designed to prevent violation by the Sub-Adviser and its supervised
persons (as such term is defined by the Advisers Act) of the Advisers Act and
the rules thereunder; and (b) to the extent that the Sub-Adviser's activities or
services could affect the Fund(s), policies and procedures reasonably designed
to prevent violation of the federal securities laws (as such term is defined in
Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of
its Form ADV, which as of the date of this Agreement is its Form ADV as most
recently filed with the SEC and promptly will furnish a copy of all material
amendments to the Trust and the Adviser at least annually. Such amendments shall
reflect those material changes in the Sub-Adviser's organizational structure,
professional staff or other significant developments affecting the Sub-Adviser's
services hereunder, which are required by the Advisers Act.
(e) The Sub-Adviser will notify the Trust and the Adviser of any
assignment of this Agreement or change of control of the Sub-Adviser, as
applicable, and any changes in the key personnel who are either the portfolio
manager(s) of the Fund(s) or senior management of the Sub-Adviser with
management responsibilities relating to the services hereunder, in each case
prior to or promptly after, such change. The Sub-Adviser agrees to bear all
reasonable expenses of the Trust, if any, arising out of an assignment or change
in control of the Sub-Adviser.
(f) The Sub-Adviser will notify the Adviser immediately upon detection of
(a) any material failure to manage the Fund(s) in accordance with the Fund(s)'
stated investment objectives and policies or any applicable law; or (b) any
material breach of any of the Fund(s)' or the Sub-Adviser's policies, guidelines
or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and
omissions or professional liability insurance coverage.
(h) The Sub-Adviser agrees that neither it, nor any of its affiliates,
will knowingly in any way refer directly or indirectly to its relationship with
the Trust, the Fund(s), the Adviser or any of their respective affiliates in
offering, marketing or other promotional materials without the express written
consent of the Adviser, except as required by rule, regulation or upon the
request of a governmental authority. However, the Sub-Adviser may use the
performance of the Fund in its composite performance. Notwithstanding the
foregoing, nothing in this Agreement shall be interpreted to prevent the
Sub-Adviser from referring to the names of the Fund(s) managed by the
Sub-Adviser, currently intended to be named as "SPDR(R) Nuveen [Index Name]
ETF."
7. NON-EXCLUSIVITY
The services of the Sub-Adviser to the Adviser, the Fund(s) and the Trust
are not to be deemed to be exclusive, and the Sub-Adviser shall be free to
render investment advisory or other services to others and to engage in other
activities, provided the Sub-Adviser furnishes in its Form ADV adequate
disclosure of possible conflicts of interest and implements procedures
designed to mitigate or eliminate such conflicts. It is understood and agreed
that the directors, officers, and employees of the Sub-Adviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors,
trustees, or employees of any other firm or corporation.
8. SUPPLEMENTAL ARRANGEMENTS
The Sub-Adviser may from time to time employ or associate itself with any
person it believes to be particularly suited to assist it in providing the
services to be performed by such Sub-Adviser hereunder, provided that no such
person shall perform any services with respect to the Fund(s) that would
constitute an assignment or require a written advisory agreement pursuant to the
Investment Company Act. Any compensation payable to such persons shall be the
sole responsibility of the Sub-Adviser, and neither the Adviser nor the Trust
shall have any obligations with respect thereto or otherwise arising under the
Agreement.
9. REGULATION
Each party agrees to provide reasonable cooperation to the other party in
furtherance of this Agreement, including without limitation providing relevant
information, reports, or other materials pursuant to a request or requirement of
regulatory and administrative bodies having jurisdiction the party seeking such
cooperation.
10. RECORDS
The records relating to the services provided under this Agreement shall
be the property of the Trust and shall be under its control; however, the Trust
shall furnish to the Sub-Adviser such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry out its business. In the event of the termination of this
Agreement, such other records shall promptly be returned to the Trust by the
Sub-Adviser free from any claim or retention of rights therein, provided that
the Sub-Adviser may retain any such records that are required by law or
regulation or reasonably required in order to carryout its business. The
Sub-Adviser shall keep confidential any information obtained in connection with
its duties hereunder and is either identified as confidential or by its nature
or means of receipt would be considered confidential and disclose such
information only if the Trust has authorized such disclosure or if such
disclosure is expressly required or requested by applicable federal or state
regulatory authorities, or otherwise required by law.
11. DURATION OF AGREEMENT
This Agreement shall become effective upon the date first above written,
provided that this Agreement shall not take effect unless it has first been
approved: (i) by a vote of a majority of those trustees of the Trust who are not
"interested persons" (as defined in the Investment Company Act) of any party to
this Agreement ("INDEPENDENT TRUSTEES"), cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by vote of a majority of the
Fund's outstanding securities. This Agreement shall continue in effect for a
period more than two years from the date of its execution only so long as such
continuance is specifically approved at least annually by the Board provided
that in such event such continuance shall also
be approved by the vote of a majority of the Independent Trustees cast in person
at a meeting called for the purpose of voting on such approval.
12. ASSIGNMENT AND TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of any
penalty by the Adviser or the Sub-Adviser on sixty (60) days' written notice to
the other party. This Agreement will automatically terminate, without the
payment of any penalty, (i) in the event of its assignment (as defined in the
Investment Company Act), or (ii) in the event the Investment Management
Agreement between the Adviser and the Trust is assigned (as defined in the
Investment Company Act) or terminates for any other reason. This Agreement will
also terminate upon written notice to the other party that the other party is in
material breach of this Agreement, unless the other party in material breach of
this Agreement cures such breach to the reasonable satisfaction of the party
alleging the breach within thirty (30) days after written notice.
Notwithstanding the foregoing, no assignment shall be deemed to result
from any changes in the directors, officers or employees of such Sub-Adviser
except as may be provided to the contrary in the Investment Company Act or the
rules or regulations thereunder.
13. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the rules
or regulations thereunder or pursuant to no-action relief granted by the SEC
Staff or exemptive relief granted by the SEC, this Agreement may be amended by
the parties only if such amendment, if material, is specifically approved by the
vote of a majority of the outstanding voting securities of a Fund and by the
vote of a majority of the Independent Trustees cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to the Fund if a majority of the
outstanding voting securities of the Fund vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of any other Fund affected by the amendment or
all the Funds of the Trust.
Any change, waiver, discharge or termination of a provision of this
Agreement, whether or not such change is deemed to be material, may be made only
by an instrument in writing signed by both the Adviser and the Sub-Adviser.
14. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to each Fund.
This Agreement may be executed in two or more counterparts, each of which
when so executed shall be deemed to be an original, but such counterparts shall
together constitute one and the same document.
15. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
16. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address listed below of each applicable party in
person or by registered or certified mail or a private mail or delivery service
providing the sender with notice of receipt or such other address as specified
in a notice duly given to the other parties. Notice shall be deemed given on the
date delivered or mailed in accordance with this paragraph.
For: SPDR Series Trust
▇▇▇▇ ▇▇▇▇▇▇, Secretary
State Street Bank and Trust Company
Four ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For: SSgA Funds Management, Inc.
Attn: Chief Compliance Officer
State Street Financial Center
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For: Nuveen Asset Management
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: Legal Department
17. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
18. TRUST AND SHAREHOLDER LIABILITY
The Adviser and the Sub-Adviser are hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Trust Declaration and
agree that obligations assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Trust and its assets, and if the liability relates
to one or more series, the obligations hereunder shall be limited to the
respective assets of the Fund. The Adviser and the Sub-Adviser further agree
that they shall not seek satisfaction of any such obligation from the
shareholders or any individual shareholder of the Fund(s), nor from the Trustees
or any individual Trustee of the Trust.
19. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Massachusetts. To the extent
that the laws of the Commonwealth of Massachusetts, or any of the provisions in
this Agreement, conflict with applicable provisions of the Investment Company
Act, the latter shall control.
20. INTERPRETATION
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Investment Company Act shall be resolved by reference to such term or provision
of the Investment Company Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
Investment Company Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," "interested persons," "assignment," and
"affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
21. RIGHTS OF FUND
The Trust is hereby expressly made a third-party beneficiary of this
Agreement and shall have the full right to enforce any and all provisions of
this Agreement for its benefit and to proceed directly against the Sub-Adviser
for any breach of any provision of this Agreement or for any loss, damage,
claim, liability arising due to any act or omission on the part of the
Sub-Adviser to the same extent as if the Fund itself were a party to this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
NUVEEN ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Operating Officer, Managing Director
SSgA FUNDS MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
APPENDIX A
SUB-ADVISER COMPENSATION
The Adviser shall pay the Sub-Adviser, upon receipt of an invoice, a
monthly fee for its services for the Funds listed below in the amount of 45% of
the advisory fee paid by the Fund to the Adviser set forth below after deducting
payments to fund service providers and fund expenses.
FUND ADVISORY FEE
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SPDR Barclays Capital Municipal Bond ETF 20bps
SPDR Barclays Capital California Municipal Bond ETF 20bps
SPDR Barclays Capital New York Municipal Bond ETF 20bps
SPDR Barclays Capital Short Term Municipal Bond ETF 20bps
SPDR S&P VRDO Municipal Bond ETF 20bps
SPDR Nuveen Barclays Capital Build America Bond ETF 35bps
