EXHIBIT 6(D)
Distribution Agreement of the SSgA(R) funds
This Distribution Agreement is made as of March 1, 2002 by and
between The SSgA funds, a Massachusetts business trust ("Investment Company"),
and State Street Global Markets, LLC ("Distributor"), a Massachusetts
corporation and wholly owned subsidiary of State Street Corporation.
WHEREAS, the Investment Company is registered as an open-end,
diversified management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and intends to offer for public sale distinct
series of shares of common stock, each corresponding to a distinct portfolio
("Fund"); and
WHEREAS, the Investment Company wishes to retain Distributor as the
Investment Company's distributor in connection with the offering and sale of the
shares of a Fund as now exists and as hereafter may be established ("Shares")
and to furnish certain other services to the Investment Company as specified in
this Agreement; and
WHEREAS, Distributor is willing to furnish such services on the
terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. The Investment Company hereby appoints Distributor to perform
those services described in this Agreement for each Fund of the Investment
Company in existence as of the date hereof ("Initial Fund"). In the event that
the Investment Company establishes one or more series of shares other than the
Initial Fund with respect to which it desires to retain the Distributor to serve
as distributor and principal underwriter hereunder, it shall so notify the
Distributor in writing, indicating the fee, if any, to be payable with respect
to the additional series of shares. If the Distributor is willing to render such
services, it shall so notify the Investment Company in writing, whereupon such
series of shares shall become a Fund hereunder. In such event a writing signed
by both the Investment Company and the Distributor shall be annexed hereto as a
part hereof indicating that such additional series of shares has become a Fund
hereunder.
2. The Investment Company authorizes Distributor as principal agent
for the Investment Company, subject to applicable federal and state law and the
Master Trust Agreement, By-Laws and current Prospectus and Statement of
Additional Information of the Investment Company: (a) to promote and offer each
Fund and the Investment Company; (b) to solicit orders for the purchase of the
Shares of each Fund subject to such
terms and conditions as the Investment Company may specify; (c) to accept orders
for the purchase of the Shares of each Fund on behalf of the Investment Company;
and (d) to incur the following expenses: (i) the incremental printing costs
incurred in producing for and distributing to persons other than current
shareholders of the Investment Company the reports, prospectuses, notices, and
similar materials that are prepared by the Investment Company for current
shareholders; (ii) advertising; (iii) the costs of preparing, printing, and
distributing any literature used in connection with the offering of the
Investment Company's Shares and not covered by Subparagraph (i); (iv) expenses
incurred in connection with the promotion and sale of the Investment Company's
Shares, including, without limitation, Distributor's expenses for rent, office
supplies, equipment, travel, communication, compensation, and benefits for sales
personnel (except as incurred out of Distributor's principal office in Boston,
Massachusetts); and (v) payments made to other broker-dealers with whom the
Distributor has entered into sales agreements to distribute Shares of the
Investment Company. Distributor will be reimbursed by the Investment Company for
incurring these expenses as set forth in any Plan of Distribution pursuant to
Rule 12b-1 under the 1940 Act of the Investment Company as may, from time to
time, be in effect. Distributor shall offer the Shares of each Fund on an agency
or "best efforts" basis under which the Investment Company shall only issue such
Shares as are actually sold.
In connection with such sales and offers of sale, the Investment Company shall
not be responsible in any way for any other information, statements, or
representations given or made by Distributor or its representatives or agents,
except such information or representations as are contained in the Prospectus or
in information furnished in writing to Distributor by the Investment Company.
3. The public offering price of the Shares shall be the net asset
value per share (as determined by the Investment Company) of the outstanding
Shares of the Investment Company plus a sales charge (if any) as set forth in
the Investment Company's current Prospectus. The Investment Company shall make
available to Distributor a statement of each computation of net asset value and
of the details entering into such computation.
4. As used in this Agreement, the term "Registration Statement"
shall mean the Registration Statement most recently filed by the Investment
Company with the Securities and Exchange Commission and effective under the
Securities Act of 1933, as such Registration Statement is amended by any
amendments thereto at the time in effect, and their terms "Prospectus" and
"Statement of Additional Information" shall mean the form of Prospectus and
Statement of Additional Information filed by the Investment Company as part of
the Registration Statement.
5. The Investment Company agrees, as its own expense, to register
the Shares with the Securities and Exchange Commission, state and other
regulatory bodies, and to prepare and file from time to time such Prospectuses,
amendments, reports and other documents as may be necessary to maintain the
Registration Statement. The Investment Company shall bear all expenses related
to preparing and typesetting such Prospectuses, Statements of Additional
Information and other materials required by law and such other expenses,
including printing and mailing expenses, related to the Investment Company's
communications with persons who are shareholders of each Fund of the Investment
Company.
6. The Investment Company agrees to indemnify, defend and hold
harmless Distributor, each person who has been, is, or may hereafter be an
officer, director, or employee or agent of Distributor, and any person who
controls Distributor within the meaning of Section 15 of the 1933 Act from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which Distributor, its officers
or directors, or any such controlling person may incur under the 1933 Act or
under common law which arises out of or is alleged to arise out of or is based
upon a violation by the Investment Company of any of the terms of this Agreement
or otherwise arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement, Prospectuses or
Statements of Additional Information or arising out of or based upon any alleged
omission to state a material fact required to be stated in said documents or
necessary to make the statements in said documents not misleading, provided that
in no event shall anything contained in the Agreement be construed so as to
protect Distributor against any liability to the Investment Company or its
shareholders to which Distributor would otherwise be subject by reason of the
Distributor's (i) violation of the terms of this Agreement, (ii) provision to
the Investment Company in writing of any untrue statement of a material fact for
use in the Registration Statement, Prospectuses or Statements of Additional
Information, or the Distributor's omission to state a material fact in
connection with such information required to be stated in the Registration
Statement, Prospectuses or Statements of Additional Information, or necessary to
make such information not misleading, or (iii) willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
7. In the absence of (a) willful misfeasance, bad faith or gross
negligence on the part of the Distributor in performance of its obligations and
duties hereunder or (b) reckless disregard by the Distributor of its obligations
or duties hereunder, the Distributor shall not be subject to any liability
whatsoever to the Investment Company, or to any shareholder of the Investment
Company, for any error of judgment, mistake of law or any other act or omission
in the course of, or connected with, rendering services hereunder.
Notwithstanding the foregoing, Distributor agrees to indemnify, defend and hold
harmless the Investment Company, each person who has been, is, or may hereafter
be an officer, Trustee, or employee or agent of the Investment Company, and any
person who controls the Investment Company within the meaning of Section 15
of the 1933 Act from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which the
Investment Company, its officers or Trustees, or any such controlling person may
incur under the 1933 Act or under common law which arises out of or is alleged
to arise out of or is based upon a violation by the Distributor of any of the
terms of this Agreement or otherwise arising out of or based upon any alleged
untrue statement of a material fact contained in information furnished in
writing by Distributor to the Investment Company for use in the Registration
Statement, Prospectuses or Statements of Additional Information or arising out
of or based upon any alleged omission to state a material fact in connection
with such information required to be stated in the Registration Statement,
Prospectuses or Statements of Additional Information, or necessary to make such
information not misleading.
8. The Investment Company reserves the right at any time to withdraw
all offerings of the Shares by written notice to the Distributor at its
principal office.
9. Distributor at its sole discretion may repurchase Shares offered
for sale by the shareholders. Repurchase of Shares by Distributor shall be at
the net asset value next determined after a repurchase order has been received.
On each business day, Distributor shall notify be telex or in writing the
Investment Company or the Investment Company's transfer agent of the orders for
repurchase of shares received by Distributor since the last such report, the
amount to be paid for such Shares, and the identity of shareholders offering
Shares for repurchase. Upon such notice, the Investment Company shall pay
Distributor such amounts as are required by Distributor for the repurchase of
such Shares in cash or in the form of a credit against monies due the Investment
Company from Distributor as proceeds from the sale of Shares. Distributor will
receive no commission or other remuneration for repurchasing Shares. The
Investment Company reserves the right to suspend such repurchases upon written
notice to Distributor. Distributor further agrees to act as agent for the
Investment Company to receive and transmit promptly to the Investment Company's
transfer agent shareholder requests for redemption of Shares.
10. Distributor is an independent contractor and shall be agent for
the Investment Company only with respect to the sale and repurchase of the
Shares.
11. The services of Distributor to the Investment Company under this
Agreement are not to be deemed exclusive, and the Distributor shall be free to
render similar services or other services to others so long as its services
hereunder are not impaired thereby.
12. Distributor shall prepare reports for the Board of Trustees of
the Investment Company upon request showing information concerning expenditures
related to this Agreement.
13. As used in this Agreement, the term "net asset value" shall have
the meaning ascribed to it in the Investment Company's Master Trust Agreement;
and the terms "assignment," "interested person," and "majority of the
outstanding voting securities" shall have the meanings given to them by Section
2(a) of the 1940 Act, subject to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
14. This Agreement shall become effective with respect to each Fund on the
date which the Fund commences offering its shares to the public, so long
as, with respect to each additional Fund, the provisions of Section 1 have
been complied with. The Agreement shall continue in effect for each Fund
for two years following the effective date of this Agreement with respect
to the Fund; and thereafter only so long as its continuance is
specifically approved at least annually by a majority of the Trustees of
the Investment Company who are not parties to the Agreement or interested
persons of any such party cast in person at a meeting called for the
purpose of voting on such approval, or by vote of a majority of the
outstanding voting securities of the Fund.
15. This Agreement may be terminated at any time:
(a) By the Trustees of the Investment Company or by vote of a majority of
the outstanding voting securities of the Investment Company by sixty days'
notice addressed to the Distributor at its principal place of business;
(b) By the Distributor by sixty days' written notice addressed to the
Investment Company at its principal place of business; and
(c) Immediately in the event of its assignment.
16. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be
effective until approved by vote of a majority of the Board of Trustees,
by vote of a majority of the Independent Trustees, or by vote of a
majority of the outstanding voting securities of such Fund affected by the
amendment.
17. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
18. This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and any applicable federal law.
19. The Master Trust Agreement dated October 3, 1987, as amended
from time to time, establishing the Investment Company, which is hereby referred
to and a copy of which is on file with the Secretary of The Commonwealth of
Massachusetts, provides that the name The SSgA funds means the Trustees from
time to time serving (as Trustees but not personally) under said Master Trust
Agreement. It is expressly acknowledged and agreed that the obligations of the
Investment Company hereunder shall not be binding upon any of the Shareholders,
Trustees, officers, employees or agents of the Investment Company, personally,
but shall bind only the trust property of the Investment Company, as provided in
its Master Trust Agreement. The execution and delivery of this Agreement have
been authorized by the Trustees of the Investment Company and signed by an
officer of the Investment Company, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Investment Company as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers thereunto duly authorized as of the date
written above.
Attest: The SSgA(R) Funds
By:/S/ J. XXXXX XXXXXXXX By:/S/ XXXX X. XXXXXXXX
J. Xxxxx Xxxxxxxx Xxxx X. Xxxxxxxx
Its: Senior Vice President and Secretary Its: President and Chairman of the Board
Attest: State Street Global Markets, LLC
By:/S/ SIGNATURE ILLEGIBLE By:/S/ SIGNATURE ILLEGIBLE
Its:Secretary Its:Managing Director