EXHIBIT 99.22(e)(1)
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.
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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,
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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;
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(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: By:
---------------------------------- ----------------------------------
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: By:
---------------------------------- ----------------------------------
Its: Its:
--------------------------------- ---------------------------------
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ADDENDUM TO
DISTRIBUTION AGREEMENT
This Addendum to
Distribution Agreement (the "Addendum") is made this 8th
day of April, 2003 between State Street Global Markets, LLC (the "Distributor")
and The
SSgA Funds (the "Trust"). Except as otherwise provided in this Addendum,
all capitalized terms shall have the meaning ascribed thereto in the
Distribution Agreement of the
SSgA Funds between the Distributor and the Trust
dated March 1, 2002 (the "
Distribution Agreement").
WHEREAS, pursuant to the
Distribution Agreement, the Distributor serves as
the principal underwriter and distributor of Shares of the Funds identified on
Schedule A hereto, as amended from time to time; and
WHEREAS, the Trust has established an additional class of Shares of the
Funds designated as the "Class R Shares"; and WHEREAS, the Trust and the
Distributor desire for the Distributor to serve as the principal underwriter and
distributor of Class R Shares of each Fund in accordance with the terms of the
Distribution Agreement, as amended and/or supplemented by this Addendum;
NOW, THEREFORE, the Distributor and the Trust hereby agree as follows:
EXCEPT AS OTHERWISE PROVIDED IN THIS ADDENDUM, (i) ALL TERMS AND CONDITIONS OF
THE
DISTRIBUTION AGREEMENT SHALL APPLY WITH RESPECT TO CLASS R SHARES, AND (ii)
THE TERM "SHARES," AS USED IN THE
DISTRIBUTION AGREEMENT, SHALL INCLUDE CLASS R
SHARES.
THE DISTRIBUTOR MAY ENTER INTO AGREEMENTS ("SELECTED BROKER AGREEMENTS") FOR THE
SALE OF CLASS R SHARES BY SELECTED BROKERS (THE "SELECTED BROKERS") AND
AGREEMENTS ("SHAREHOLDER SERVICING AGREEMENTS") FOR THE SERVICING AND
MAINTENANCE OF ACCOUNTS FOR BENEFICIAL OWNERS OF CLASS R SHARES BY SERVICING
AGENTS ("AGENTS") IN SUBSTANTIALLY THE FORMS ATTACHED TO THIS ADDENDUM AS
EXHIBIT A. PURSUANT TO SUCH SELECTED BROKER AGREEMENTS AND SHAREHOLDER SERVICING
AGREEMENTS, THE DISTRIBUTOR MAY PAY OR OBLIGATE THE TRUST TO PAY TO SUCH
SELECTED BROKERS AND/OR AGENTS UP TO .70 OF 1% OF THE DAILY AVERAGE NET ASSETS
OF THE FUNDS REPRESENTED BY CLASS R SHARES HELD BY OR FOR CUSTOMERS OF SUCH
SELECTED BROKERS AND/OR AGENTS. ALL AMOUNTS PAID OR PAYABLE TO SELECTED BROKERS
SHALL BE PAID OR PAYABLE AS COMPENSATION FOR THE SALE OF CLASS R SHARES, WITHOUT
REGARD TO THE ACTUAL EXPENSES INCURRED BY SUCH SELECTED BROKERS IN PROVIDING THE
SERVICES CONTEMPLATED BY THE SELECTED BROKER AGREEMENTS, AND ALL AMOUNTS PAID OR
PAYABLE TO AGENTS SHALL BE PAID OR PAYABLE AS COMPENSATION FOR THE SERVICING AND
ACCOUNT MAINTENANCE AND RELATED ADMINISTRATIVE SERVICES PROVIDED WITH RESPECT TO
CLASS R SHARES, WITHOUT REGARD TO THE ACTUAL EXPENSES INCURRED BY SUCH AGENT IN
PROVIDING THE SERVICES CONTEMPLATED BY THE SHAREHOLDER SERVICING AGREEMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE DISTRIBUTION AGREEMENT, FOR ITS
SERVICES AS THE PRINCIPAL UNDERWRITER AND DISTRIBUTOR OF THE CLASS R SHARES OF
EACH FUND, THE DISTRIBUTOR SHALL BE ENTITLED TO RECEIVE A FEE PAYABLE BY THE
TRUST IN THE AMOUNT SET FORTH IN SCHEDULE A HERETO, REDUCED BY SUCH AMOUNTS AS
THE TRUST (AT THE DIRECTION OF THE DISTRIBUTOR) MAY PAY DIRECTLY TO ANY SELECTED
BROKER OR AGENT PURSUANT TO THE TERMS OF ANY SELECTED BROKER AGREEMENT OR
SHAREHOLDER SERVICING AGREEMENT RELATING TO THE CLASS R SHARES. ALL AMOUNTS PAID
OR PAYABLE TO THE DISTRIBUTOR PURSUANT TO THIS ADDENDUM SHALL BE PAID OR PAYABLE
AS (i) REIMBURSEMENT TO THE DISTRIBUTOR FOR PAYMENTS MADE TO SELECTED BROKERS
AND AGENTS PURSUANT TO SELECTED BROKER AGREEMENTS AND SHAREHOLDER SERVICING
AGREEMENTS, RESPECTIVELY, AND (ii) AS COMPENSATION FOR THE DISTRIBUTOR'S
SERVICES
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UNDER THE DISTRIBUTION AGREEMENT AND THIS ADDENDUM, WITHOUT REGARD TO THE ACTUAL
EXPENSES INCURRED BY THE DISTRIBUTOR IN CONNECTION THEREWITH. THE DISTRIBUTOR
MAY WAIVE THE RECEIPT OF ALL OR ANY PORTION OF THE FEE PAYABLE HEREUNDER.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers thereunto duly authorized as of the date written
above.
THE
SSgA FUNDS
By:
------------------------------------
Xxxx X. Xxxxxxxx, President and
Chairman of the Board
STATE STREET GLOBAL MARKETS, LLC
By:
------------------------------------
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SCHEDULE A
NAME OF FUND FEE*
------------ ----
SSgA Aggressive Equity Fund .05 of 1%
SSgA Bond Market Fund .05 of 1%
SSgA Core Opportunities Fund .05 of 1%
SSgA International Stock Selection Fund .05 of 1%
SSgA Small Cap Fund .05 of 1%
SSgA Life Solutions Balanced Fund .05 of 1%
SSgA Life Solutions Growth Fund .05 of 1%
SSgA Life Solutions Income and Growth Fund .05 of 1%
----------
* As a percentage of the average daily net assets of the Fund represented by
Class R Shares
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EXHIBIT A
[Forms of Selected Broker Agreement and Shareholder Servicing Agreement]
8
LETTER AGREEMENT
SSgA LARGE CAP VALUE FUND
SSgA LARGE CAP GROWTH OPPORTUNITIES FUND
DISTRIBUTION AGREEMENT
August 28, 0000
Xxxxx Xxxxxx Global Markets LLC
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
Pursuant to Paragraph 1 of the Distribution Agreement between the
SSgA Funds and
State Street Global Markets LLC dated March 1, 2002, the
SSgA Funds advise you
that it is creating two new series to be named SSgA Large Cap Value Fund and
SSgA Large Cap Growth Opportunities Fund (the "Funds"), and that the
SSgA Funds
desire State Street Global Markets LLC to serve as Distributor with respect to
the Funds pursuant to the terms and conditions of the Distribution Agreement.
The fee to be charged by Distributor to the Fund in return for its services will
be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the Funds shall be until April 12,
2004.
Please acknowledge your acceptance of acting as Distributor to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By:
------------------------------------
Xxxx X. Xxxxxxxx
President
ACKNOWLEDGED AND ACCEPTED
State Street Global Markets LLC
By:
------------------------------------
Its:
-----------------------------------
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ADDENDUM TO DISTRIBUTION AGREEMENT
This Addendum No 3 to Distribution Agreement (the "Addendum") is made this
14th day of July, 2003 between State Street Global Markets, LLC (the
"Distributor") and The
SSgA Funds (the "Trust"). Except as otherwise provided in
this Addendum, all capitalized terms shall have the meaning ascribed thereto in
the Distribution Agreement of the SSgA Funds between the Distributor and the
Trust dated March 1, 2002, as amended (the "Distribution Agreement").
WHEREAS, pursuant to the Distribution Agreement, the Distributor serves as
the principal underwriter and distributor of Shares of the Funds identified on
Schedule A hereto, as amended from time to time; and
WHEREAS, the Trust has established an additional class of Shares of the
Funds designated as the "Class T Shares"; and
WHEREAS, the Trust and the Distributor desire for the Distributor to serve
as the principal underwriter and distributor of Class T Shares of each Fund in
accordance with the terms of the Distribution Agreement, as amended and/or
supplemented by this Addendum;
NOW, THEREFORE, the Distributor and the Trust hereby agree as follows:
EXCEPT AS OTHERWISE PROVIDED IN THIS ADDENDUM, (i) ALL TERMS AND CONDITIONS OF
THE DISTRIBUTION AGREEMENT SHALL APPLY WITH RESPECT TO CLASS T SHARES, AND (ii)
THE TERM "SHARES," AS USED IN THE DISTRIBUTION AGREEMENT, SHALL INCLUDE CLASS T
SHARES.
THE DISTRIBUTOR MAY ENTER INTO AGREEMENTS ("SELECTED BROKER AGREEMENTS") FOR THE
SALE OF CLASS T SHARES BY SELECTED BROKERS (THE "SELECTED BROKERS") AND
AGREEMENTS ("SHAREHOLDER SERVICING AGREEMENTS") FOR THE SERVICING AND
MAINTENANCE OF ACCOUNTS FOR BENEFICIAL OWNERS OF CLASS T SHARES BY SERVICING
AGENTS ("AGENTS") IN SUBSTANTIALLY THE FORMS ATTACHED TO THIS ADDENDUM AS
EXHIBIT A. PURSUANT TO SUCH SELECTED BROKER AGREEMENTS AND SHAREHOLDER SERVICING
AGREEMENTS, THE DISTRIBUTOR MAY PAY OR OBLIGATE THE TRUST TO PAY TO SUCH
SELECTED BROKERS AND/OR AGENTS UP TO .55 OF 1% OF THE DAILY AVERAGE NET ASSETS
OF THE FUNDS REPRESENTED BY CLASS T SHARES HELD BY OR FOR CUSTOMERS OF SUCH
SELECTED BROKERS AND/OR AGENTS. ALL AMOUNTS PAID OR PAYABLE TO SELECTED BROKERS
SHALL BE PAID OR PAYABLE AS COMPENSATION FOR THE SALE OF CLASS T SHARES, WITHOUT
REGARD TO THE ACTUAL EXPENSES INCURRED BY SUCH SELECTED BROKERS IN PROVIDING THE
SERVICES CONTEMPLATED BY THE SELECTED BROKER AGREEMENTS, AND ALL AMOUNTS PAID OR
PAYABLE TO AGENTS SHALL BE PAID OR PAYABLE AS COMPENSATION FOR THE SERVICING AND
ACCOUNT MAINTENANCE AND RELATED ADMINISTRATIVE SERVICES PROVIDED WITH RESPECT TO
CLASS T SHARES, WITHOUT REGARD TO THE ACTUAL EXPENSES INCURRED BY SUCH AGENT IN
PROVIDING THE SERVICES CONTEMPLATED BY THE SHAREHOLDER SERVICING AGREEMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE DISTRIBUTION AGREEMENT, FOR ITS
SERVICES AS THE PRINCIPAL UNDERWRITER AND DISTRIBUTOR OF THE CLASS T SHARES OF
EACH FUND, THE DISTRIBUTOR SHALL BE ENTITLED TO RECEIVE A FEE PAYABLE BY THE
TRUST IN THE AMOUNT SET FORTH IN SCHEDULE A HERETO, REDUCED BY SUCH AMOUNTS AS
THE TRUST (AT THE DIRECTION OF THE DISTRIBUTOR) MAY PAY DIRECTLY TO ANY SELECTED
BROKER OR AGENT PURSUANT TO THE TERMS OF ANY SELECTED BROKER AGREEMENT OR
SHAREHOLDER SERVICING AGREEMENT RELATING TO THE CLASS T SHARES. ALL AMOUNTS PAID
OR PAYABLE TO THE DISTRIBUTOR PURSUANT TO THIS ADDENDUM SHALL BE PAID OR PAYABLE
AS (i) REIMBURSEMENT TO THE DISTRIBUTOR FOR PAYMENTS MADE TO SELECTED BROKERS
AND AGENTS PURSUANT TO SELECTED BROKER AGREEMENTS AND SHAREHOLDER SERVICING
AGREEMENTS, RESPECTIVELY, AND (ii) AS COMPENSATION FOR THE DISTRIBUTOR'S
SERVICES
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UNDER THE DISTRIBUTION AGREEMENT AND THIS ADDENDUM, WITHOUT REGARD TO THE ACTUAL
EXPENSES INCURRED BY THE DISTRIBUTOR IN CONNECTION THEREWITH. THE DISTRIBUTOR
MAY WAIVE THE RECEIPT OF ALL OR ANY PORTION OF THE FEE PAYABLE HEREUNDER.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers thereunto duly authorized as of the date written
above.
THE SSgA FUNDS
By:
------------------------------------
Xxxx X. Xxxxxxxx, President and
Chairman of the Board
STATE STREET GLOBAL MARKETS, LLC
By:
------------------------------------
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SCHEDULE A
NAME OF FUND FEE*
------------ ----
SSgA Prime Money Market Fund .05 of 1%
SSgA US Treasury Money Market Fund .05 of 1%
----------
* As a percentage of the average daily net assets of the Fund represented by
Class T Shares
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EXHIBIT A
[Forms of Selected Broker Agreement and Shareholder Servicing Agreement]
13
ADDENDUM NO. 4 TO DISTRIBUTION AGREEMENT
OF THE SSgA FUNDS
This Addendum No. 4 to Distribution Agreement (the "Addendum") is made this 30th
day of September, 2003 between State Street Global Markets, LLC (the
"Distributor") and The SSgA Funds (the "Trust"). Except as otherwise provided in
this Addendum, all capitalized terms shall have the meaning ascribed thereto in
the Distribution Agreement of the SSgA Funds between the Distributor and the
Trust dated March 1, 2002, as amended (the "Distribution Agreement").
WHEREAS, pursuant to the Distribution Agreement, the Distributor serves as the
principal underwriter and distributor for Shares of the Funds identified in
Schedule A hereto, as amended from time to time; and
WHEREAS, the Trust and the Distributor desire to amend the Distribution
Agreement to include specific references to anti-money laundering obligations
and other legal obligations under the USA PATRIOT Act of 2001 ("PATRIOT Act");
NOW THEREFORE, the Distributor and the Trust hereby agree as follows:
1. A new paragraph is added to Section 2 of the Distribution Agreement as
follows:
Distributor understands and agrees that it shall comply with all applicable
federal and state securities laws and regulations, including those
regulations established by any applicable self-regulatory organizations.
Without limiting the foregoing, Distributor hereby represents and warrants
the following:
(a) It has adopted policies and procedures (the "Policies and Procedures")
and maintains a system of regulatory compliance and internal controls,
which is appropriate for and reasonably designed to detect any
violation of and meet the recordkeeping and reporting requirements of
all applicable statutes, laws, regulations and orders relating to the
prevention of money laundering and the identification of customers,
including without limitation (i) the PATRIOT Act, as it may be amended
from time to time, and the rules and regulations promulgated
thereunder, (ii) related suspicious activity reporting requirements,
and (iii) the orders and directives or the Office of Foreign Assets
Control (hereinafter collectively referred to as the "Laws and
Regulations"), provided however that the Distributor is not required
to perform, as it pertains to the distribution of the Trust, any
activities relating to the PATRIOT Act that have been contractually
assumed by the Transfer Agent to the Trust (see attached Schedule B);
(b) The Policies and Procedures and the system of internal controls
adopted by it are being implemented as of the date hereof; and
(c) It will allow representatives of the federal regulatory agencies with
jurisdiction over the Distributor and the Trust to inspect it and
obtain information and records at its offices related to the matters
contemplated by this Agreement and/or to its anti-money laundering
activities that relate to its Customers which have invested in Shares
of the Trust.
(d) It will provide the Trust, on reasonable request, with certifications
or other representations regarding its compliance with the above
requirements.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 4 to be
executed by their offices thereunto duly authorized as of the date written
above.
SSgA FUNDS
By:
---------------------------------------
14
Name:
-------------------------------------
Title:
------------------------------------
STATE STREET GLOBAL MARKETS, LLC
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
15
SCHEDULE X
XXxX XXXXX
XXxX Xxxxx Xxxxxx Xxxx (0X00)
XXxX US Government Money Market Fund (2D02)
SSgA Tax Free Money Market Fund (2D17)
SSgA Prime Money Market Fund (2D16)
SSgA US Treasury Money Market Fund (2D12)
SSgA Yield Plus Fund (2D07)
SSgA Intermediate Fund (2D15)
SSgA Bond Market Fund (2D08)
SSgA High Yield Bond Fund (2D21)
SSgA Core Opportunities Fund (2D14)
SSgA S&P 500 Index Fund (2D05)
SSgA MSCI EAFE Index Fund (2D26)
SSgA Disciplined Equity Fund (2D04)
SSgA Small Cap Fund (2D06)
SSgA Special Equity Fund (2D22)
SSgA Tuckerman Active REIT Fund (2D19)
SSgA Aggressive Equity Fund (2D23)
SSgA IAM SHARES Fund (2D24)
SSgA Large Cap Value Fund (2D27)
SSgA Large Cap Growth Opportunities Fund (2D28)
SSgA Emerging Markets Fund (2D09)
SSgA International Stock Selection Fund (2D18)
SSgA International Growth Opportunities Fund (2D20)
SSgA Life Solutions Growth Fund (2DLG)
SSgA Life Solutions Balanced Fund (2DLB)
SSgA Life Solutions Income and Growth Fund (2DLI)
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SCHEDULE B
DELEGATED DUTIES
Consistent with the services provided by the Transfer Agent to the Trust and
with respect to the ownership of shares in the Trust for which the Transfer
Agent maintains the applicable shareholder information, the Transfer Agent to
the Trust has contractually assumed the following activities relating to the
PATRIOT Act:
1. Submit all new account and registration maintenance transactions through
the Office of Foreign Assets Control ("OFAC") database and such other lists
or databases of trade restricted individuals or entities as may be required
from time to time by applicable regulatory authorities.
2. Submit special payee checks through the OFAC database.
3. Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
4. Review wires sent pursuant to banking instructions other than those on file
with the Transfer Agent.
5. Review accounts with small balances followed by large purchases.
6. Review accounts with frequent activity within a specified date range
followed by a large redemption.
7. On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Trust to determine if activity for
that TIN exceeded the $100,000 threshold on any given day.
8. Compare all new accounts and registration maintenance through the Known
Offenders database and notify the Trust of any match.
9. Monitor and track cash equivalents under $10,000 for a rolling twelve-month
period and file IRS Form 8300 and issue the shareholder notices required by
the IRS.
10. Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the
SAR. Provide the Trust with a copy of the SAR within a reasonable time
after filing; notify the Fund if any further communication is received from
U.S. Department of the Treasury or other law enforcement agencies regarding
the SAR.
11. Compare account information to any FinCEN request received by the Trust and
provided to the Transfer Agent pursuant to the PATRIOT Act Sec. 314(a).
Provide the Trust with documents/information necessary to respond to
requests under PATRIOT Act Sec. 314(a) within required time frames.
12 (i) Verify the identity of any person seeking to open an account with the
Trust, (ii) Maintain records of the information used to verify the person's
identity and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Trust by any government agency.
In the event that the Transfer Agent detects activity as a result of the
foregoing procedures, which necessitates the filing by the Transfer Agent of a
SAR, a Form 8300 or other similar report or notice to OFAC or other regulatory
agency, then the Transfer Agent shall also immediately notify the Trust unless
prohibited by applicable Law.
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