ADP/STATE STREET COLLECTIVE TRUST AMENDED AND RESTATED FUND DECLARATION

Transcription

1 ADP/STATE STREET COLLECTIVE TRUST AMENDED AND RESTATED FUND DECLARATION ADP PROGRAM/SSgA S&P 500 INDEX SECURITIES LENDING FUND (ZF1J) (the Fund ) Pursuant to Article III of the Declaration of Trust for the ADP/State Street Collective Trust, effective as of August 1, 1990 (the Declaration of Trust ), State Street Bank and Trust Company (the Trustee ), by its execution of this Amended and Restated Fund Declaration, hereby amends and restates the Fund Declaration of the Fund (formerly known as The S&P 500 Index Fund - Daily). The Trustee agrees that it will hold, administer and deal with all money and property received by it as Trustee of the Fund in accordance with the terms of the Declaration of Trust, subject to the additional terms and conditions set forth in this Amended and Restated Fund Declaration. Capitalized terms used and not otherwise defined shall have the meanings set forth in the Declaration of Trust. 1. Name of the Fund: ADP Program/SSgA S&P 500 Index Securities Lending Fund (ZF1J) 2. Effective Date of the Amended and Restated Fund Declaration: June 30, Investment Objective of the Fund: The Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the S&P 500 (the Index ) over the long term. In seeking to accomplish this investment objective, the Fund may invest directly or indirectly in securities and other instruments, including the SSgA S&P 500 Index Securities Lending Series Fund Class I, or, in the discretion of the Trustee, the non-lending version of the aforementioned fund (the SSgA Fund ), and in other pooled investment vehicles sponsored or managed by, or otherwise affiliated with the Trustee ( Commingled Funds ). Due to the uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective. For more information about investment policies, principal investment strategy and associated risks, please see the US Equity Index Strategy Disclosure Document (as may be amended, modified, or supplemented from time to time, the Strategy Disclosure Document ). 4. Operating Features: Each Business Day shall be a Valuation Date (as defined in the Declaration of Trust). The Fund shall provide Participants the ability to purchase and redeem units on an as of basis. The Trustee may establish procedures, including prior notice periods, for deposits to and withdrawals from the Fund which may differ from other funds maintained by the Trustee. The Trustee will notify Participants of such procedures and notice periods. The Trustee reserves the right to delay the processing of a Participant s requested deposit to or withdrawal from the Fund in order to ensure that securities transactions will be carried out in an orderly manner. The

2 Trustee, furthermore, may suspend valuation and withdrawal rights under certain circumstances, as may be more fully described in this Fund Declaration or the Declaration of Trust. The Fund s securities are generally priced on the basis of the last sale price in the applicable local market. However, there may be limited circumstances where the Trustee, in its sole discretion, determines that the Fund s securities should be priced using a security s fair value, as determined in accordance with the Trustee s fair value procedures. The SSgA Fund and/or any Commingled Fund may lend its portfolio securities in accordance with Prohibited Transaction Class Exemption or any other applicable statutory or administrative exemption, and may compensate the Trustee or an affiliate of the Trustee for services provided in connection with effecting securities loans and investing related collateral. Notwithstanding any other provision of this Fund Declaration or the Declaration of Trust to the contrary, and in addition to any other authority granted to the Trustee thereunder, in the interest of fair and equitable treatment of all Participants and the protection of the Fund, the SSgA Fund or any Commingled Fund, as applicable, the Trustee may in its sole discretion adopt and implement redemption practices and policies with respect to the rights of Participants to withdraw or redeem Units from the Fund, the SSgA Fund and/or any Commingled Fund. In adopting and implementing redemption practices and policies, the Trustee may take into account such factors as the Trustee deems appropriate in its sole discretion, including, without limitation: the liquidity of the relevant fund s investment portfolio and known and potential requirements for such liquidity, the state or condition of the relevant fund s investment portfolio, the relevant fund s ability to generate cash to fund redemptions and satisfy other obligations of the relevant fund, and the likelihood and materiality of losses or gains relating thereto; a particular Participant s absolute or relative ownership interest in the relevant fund; amounts previously withdrawn by one or more particular Participants; and the length of time and frequency of any outstanding or accrued withdrawal requests by particular Participants. Any such practices and policies may include, without limitation, suspending or limiting the frequency of withdrawal rights for some or all Participants; effecting withdrawals wholly or partially in-kind; varying the per Unit redemption amount paid to Participants based on such factors as the Trustee may determine, such as the amount and timing of a Participant s withdrawal requests; limiting withdrawal rights for some or all Participants to specified dollar amounts or percentage interests in the relevant fund; and permitting one or more (but less than all) Participants to withdraw on a priority or preferential basis relative to one or more other Participants based upon such factors as the Trustee determines to be equitable, including time, amount or frequency of redemptions and/or withdrawal requests by Participants. The Trustee may in its sole discretion treat one or more Participants differently from other Participants in determining the extent to which a particular Participant is entitled to withdraw, the per Unit redemption amount to be paid to a particular Participant, the timing, manner (cash, in-kind or a combination thereof) and frequency of redemption payments, and any other matters relevant to a Participant s withdrawal. Any such action by the Trustee will be evaluated and implemented in its sole discretion and undertaken by the Trustee as part of a plan designed to provide fair and equitable treatment to all Participants, protect the relevant fund, and be in the best interests of all Participants over time and will seek to preserve the relevant fund s liquidity, avoid or mitigate losses to the relevant fund, permit the relevant fund to achieve its investment objectives and to otherwise avoid any adverse consequences to the relevant fund and its Participants. Such practices and policies may be adopted, modified or terminated by the Trustee at any time in its sole discretion. The Trustee shall, to the extent practicable, provide reasonable notice (which need not be prior notice) to Participants of any such redemption practices and policies as they may be in effect from time to time. ADP/SSgA S&P 500 Index SL ZF1J SSG

3 The number of and value of Units issued in connection with a contribution of assets to the Fund or redeemed in connection with a withdrawal from the Fund shall be determined on the basis of the value of the Fund as of the Fund s last preceding Valuation Date to the date on which such order to contribute assets or order to withdraw assets (an Order ) is received; provided, however, that the Trustee, in its sole discretion, reserves the right to value any contribution or withdrawal as of the next succeeding Valuation Date, or another date as the Trustee reasonably deems appropriate when (i) an Order is not received within the time period which the Trustee establishes for receipt of Orders, (ii) market conditions are such that the processing of an Order as of the last preceding Valuation Date would be financially detrimental to remaining participants in the Fund, or (iii) the Trustee otherwise determines that such a valuation is appropriate. Due to the combination of the effects of as of pricing and cash inflows to and outflows from this Fund, as well as other commingled funds maintained by the Trustee which directly or indirectly purchase units of the SSgA Fund or a Commingled Fund, the Fund may not precisely track the Index. 5. Fees and Expenses: The Fund may be charged such fees and expenses as are permitted by the provisions of the Declaration of Trust and as may be more fully described in the Strategy Disclosure Document. Direct Charges. The Fund will incur certain direct fees and expenses paid out of Fund assets including, among others, management and record keeping fees. These direct fees do not include the indirect fees described below, and are not expected to exceed 0.70% annually (the Total Annual Operating Expense Ratio ), although such ratio may exceed this amount. A portion of the Total Annual Operating Expense Ratio is used to compensate third-parties or intermediaries, including primarily but not limited to ADP, for services including, among others, record keeping, asset servicing, sub-accounting and communication services; a portion of such fee may be used to compensate ADP or other third parties for the sale or distribution of the Fund. ADP shall receive no less than 0.67% annually and may use such funds to pay the Trustee or its affiliates or other entities for services related to the Fund, including but not limited to custody, bookkeeping and accounting services, transfer agency and shareholder servicing. Transaction costs (including, for example, brokerage costs and taxes, if any) are not reflected in the Total Annual Operating Expense Ratio but are direct charges and are reflected in the net performance of the Fund. Indirect Charges. The Fund will indirectly bear any fees and expenses of the Fund s investment in the SSgA Fund and/or any Commingled Funds, to the extent applicable, including, among others, such Funds custody, administration, bookkeeping, and accounting services, transfer agency and shareholder servicing, and other services that the Trustee may from time to time consider necessary or appropriate, which fees shall be reflected in the NAV of the SSgA Funds and/or any Commingled Funds held by the Fund. With respect to Fund assets invested in shares of the SSgA Money Market Fund, a short-term registered mutual fund for which an affiliate of the Trustee acts as investment advisor (the Mutual Fund ), the Fund will indirectly incur management fees and other charges which currently do not exceed thirty-nine (39) basis points. The Trustee will waive the allocable portion of the Fund s management fee that is attributable to any investment in the Mutual Fund. Fifty percent (50%) of the securities lending revenue received by the SSgA Fund and/or Commingled Fund will accrue to the benefit of the Participants in the SSgA Fund and/or Commingled Fund, including the Fund, and the remainder will be received by the Trustee as ADP/SSgA S&P 500 Index SL ZF1J SSG

4 compensation for these securities lending services conducted on behalf of the SSgA Fund and/or Commingled Fund. Any securities lending revenue allocable to the Fund will be reflected in the Fund s net asset value and will indirectly accrue to the benefit of the Fund s participants. In addition, the collateral received in exchange for the loaned securities may be invested in one or more short-term cash funds maintained by the Trustee ( Cash Collateral Funds ) for which the Trustee may charge investment management, custody and administration fees and which may incur other fees, including audit and legal fees. In no event will all such fees exceed two (2) basis points of the net asset value of such funds. The choice of Cash Collateral Funds shall be the sole responsibility of the Trustee in meeting the objectives of the securities lending program. Any portion of such fees attributable to the securities lending cash collateral invested in such Cash Collateral Funds shall constitute additional compensation to the Trustee for its securities lending services. 6. Incorporation of Strategy Disclosure Document The Strategy Disclosure Document is incorporated herein by reference and given the same force and effect as though fully set forth herein and, from the date designated by the Trustee in such Strategy Disclosure Document, has become part of the Fund Declaration, until such time as the Trustee shall provide to the Participants of the Fund another Strategy Disclosure Document terminating such incorporation by reference or revising, amending, or supplementing all or any part of the provisions previously so incorporated by reference into the Fund Declaration. S&P 500 is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by State Street Bank and Trust. The ADP Program/SSgA S&P 500 Index Securities Lending Fund (ZF1J) is not sponsored, endorsed, sold or promoted by Standard & Poor s and Standard & Poor s makes no representation regarding the advisability of investing in the ADP Program/SSgA S&P 500 Index Securities Lending Fund (ZF1J).. ADP/SSgA S&P 500 Index SL ZF1J SSG

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