FORM OF
EXHIBIT (H)(1)(H)
ANTI-MONEY LAUNDERING SERVICES AMENDMENT
October 31, 2006
State Street Institutional Investment Trust
P.O. Box 5049
Boston, MA 02206
Dear Sir or Madam:
STATE STREET INSTITUTIONAL INVESTMENT TRUST (THE "TRUST") AND STATE STREET BANK
& TRUST COMPANY (THE "TRANSFER AGENT") ARE PARTIES TO AN AGREEMENT DATED AS OF
MARCH 1, 2000 (THE "AGREEMENT") under which the Transfer Agent performs certain
transfer agency and/or record keeping services for the trust. In connection with
the enactment of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT
Act") and the regulations promulgated thereunder (collectively, the "Patriot
Act"), the Trust has requested and the Transfer Agent has agreed to amend the
Agreement as of the date hereof in the manner set for the below:
WHEREAS, Section 326 of the USA PATRIOT Act (the "Patriot Act") and final rules
adopted by the Department of The Treasury's Financial Crimes Enforcement Network
(the "Rules") require the Trust to develop and implement an anti-money
laundering program, which among other things, is designed to verify the identity
of any person opening an account, determine whether such person appears on lists
of known or suspected terrorist or terrorist organizations and identify and
report unusual and suspicious account activity to regulators;
WHEREAS, the Patriot Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
certain aspects of the Trust's anti-money laundering program;
WHEREAS, in order to assist its transfer agent clients with their customer
identification compliance responsibilities under the Patriot Act and the Rules,
the Transfer Agent has provided to the Trust for its consideration and approval
written procedures describing various tools designed to assist in the (i)
verification of the identity of persons opening accounts with the Trust and
determination whether such persons appear on any list of known or suspected
terrorist or terrorist organizations, and (ii) identification and reporting of
unusual and suspicious activity in connection with accounts opened with the
Trust and the Trust has, after review, selected various procedures to comply
with its customer identification and suspicious activity monitoring program and
its obligations under the Patriot Act and the Rules (the "Program");
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WHEREAS, in connection with the verification of customers' identities and
identification and reporting of unusual and suspicious activity ("Monitoring
Activities"), the Transfer Agent may encounter shareholder activity that would
require it to file a Suspicious Activity Report ("SAR") with the Department of
the Treasury's financial Crimes Enforcement Network ("FinCEN"); and
WHEREAS, FinCEN recently adopted a rule (the "Rule") under the Bank Secrecy Act
(the "Act") requiring mutual funds to report suspicious transactions, effective
for any transactions occurring after October 31, 2006 ("Effective Date");
WHEREAS, the Trust desires to delegate to the Transfer Agent the day-to-day
responsibility for filing SARs on its behalf based on suspicious transactions
observed during the course of Monitoring Activities, on or after the Effective
Date; and
WHEREAS, the Trust recognizes the importance of complying with the Patriot Act
and desires to implement its procedures as part of its overall anti-money
laundering program and , subject to the terms of the Rules, delegate to the
Transfer Agent the day-to-day operation of certain of its procedures on behalf
of the Trust;
NOW THEREFOR, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows:
1. Delegation; Duties.
1.1 Subject to the terms and conditions set forth in the Agreement, the
Trust hereby instructs and directs the Transfer Agent to implement the
procedures on its behalf as set forth on Exhibit A, which is attached to and
made a part of this Agreement (the "Procedures"). Exhibit A may be amended, from
time to time, by the Transfer Agent in writing to the Trust with at least 20
days prior notice of such effective change.
1.2 The Transfer Agent agrees to perform such Procedures, with respect to
the ownership of share in the Portfolio(s) set forth in Exhibit B (each a
Portfolio) for which the Transfer Agent maintains the applicable
participant information, subject to and in accordance with the terms and
conditions of the Agreement. Exhibit B, which is attached to and made a
part of this Agreement, may be amended from time to time by mutual
agreement of the parties upon the execution by both parties of a revised
Exhibit B.
1.3 The Trust acknowledges that it has had an opportunity to review,
consider and comment upon and select the Procedures and the Trust has determined
that they, as part of the Trust's overall anti-money laundering Program, are
reasonably designed to prevent the Trust from being used for money laundering or
the financing of terrorist activities and to achieve compliance with the
applicable provisions of the Patriot Act, Bank Secrecy Act and their
implementing regulations thereunder, which compliance the Trust
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acknowledges to be its responsibility. Notwithstanding anything to the contrary
contained in this Agreement, in no event shall the Transfer Agent be obligated
to file with any regulator, on behalf of the Trust, any requisite forms or other
information in connection with the Program. Any filing by the Transfer Agent
shall be in its own name and on its own behalf. The Trust shall be responsible
for complying with any and all requisite regulatory filings which arise as a
result of the Procedures or Program generally.
1.4 Except as otherwise expressly stated in this Amendment, the Transfer
Agent makes no representation or warranty, either express, implied or statutory,
concerning the Procedures herein. The Trust expressly confirms that is has not
relied upon any representation by the Transfer Agent as a basis for entering
into this Amendment. The provision of this Section 1.4 shall survive the
termination of this Amendment.
2. Consent to Examination. In connection with the performance by the
Transfer Agent of the Procedures, the Transfer Agent understands and
acknowledges that the Trust remains responsible for assuring
compliance with the Patriot Act and that the records the Transfer
Agent maintains for the Trust relating to the Trust's Program may be
subject, from time to time, to examination and/or inspection by
federal regulators in order that the regulators may evaluate such
compliance. The Trust hereby directs that the Transfer Agent shall (1)
permit federal regulators access to such information and records
maintained by the Transfer Agent and relating to the Transfer Agent's
implementation of the Procedures on behalf of the Trust as they may
request, and (2) permit such federal regulators to inspect the
Transfer Agent's implementation of the Procedures on behalf of the
Trust. The Transfer Agent hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours, all required records and
information for review by such examiners.
3. Limitation on Delegation.
3.1 The Trust acknowledges and agrees that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those aspects of the
Trust's Program that have been expressly delegated as part of the Procedures and
is not undertaking and shall not be responsible for any other aspect of the
Trust's Program or for the overall compliance by the Trust with the Patriot Act.
Additionally, the parties acknowledge and agree that the Transfer Agent shall
only be responsible for performing the Procedures with respect to the ownership
of shares in the Trust for which the Transfer Agent maintains the applicable
participant information.
3.2 The Trust also acknowledges and agrees that the Transfer Agent's
provision of the procedures hereunder is dependent upon the receipt by the
Transfer Agent of certain services from third parties. In the event services
from any such third party becomes unavailable, the Transfer Agent shall use
reasonable efforts to obtain equivalent services from an alternative provider or
may, in its discretion, discontinue the
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delegated duties upon such prior notice to the Trust as may be reasonably
practicable. Notwithstanding anything to the contrary contained herein, the
Transfer Agent will have no liability for the performance or non performance of
any such third party except to the extent the Transfer Agent exercises in the
conduct of its own operations.
4. Reports. The Transfer Agent agrees to provide to the Trust (i) any
reports received by the Transfer Agent from any government agency
pertaining to the Transfer Agent's anti-money laundering monitoring on
behalf of the Trust as provided in this Amendment, (ii) any action
taken in response to anti-money laundering violations as described in
(i), and (iii) an annual report of its verification activities on
behalf of the trust. The Transfer Agent shall provide such other
reports on the verification activities conducted at the discretion of
the Trust as may be agreed to from time to time by the Transfer Agent
and the Trust.
5. Fees & Expenses.
5.1 In consideration of the performance of the foregoing duties, the Trust
agrees on behalf of each of the Portfolios to pay the Transfer Agent a
fee for each participant account as set out in the fee Schedule which
is attached to, and made a part of, this Agreement. Such fees and
out-of-pocket expenses and advances identified in Section 5.2 below
may be changed from time to time subject to mutual written agreement
between the Trust and the Transfer Agent.
5.2 In addition to such fees paid under Section 5.1 above, the Trust
agrees on behalf of each of the Portfolios to reimburse the Transfer
Agent for the reasonable administrative expenses that may be
associated with such additional duties including, but not limited to,
confirmation production, postage, forms, telephone, microfilm,
microfiche, records storage, or advances incurred by the Transfer
Agent for the items set form in the fee schedule attached hereto. The
terms of the Agreement shall apply with respect to the payment of such
expenses in the same manner and to the same extent as any other
expenses incurred under the Agreement.
6. Reliance on Information and Authenticity. The Trust hereby
acknowledges and understands that the Transfer Agent's ability to
perform the Procedures under the terms and conditions set forth in
this Amendment is contingent upon the Trust's ongoing cooperation with
the Transfer Agent. The Trust shall use all reasonable efforts in good
faith to cooperate with the Transfer Agent taking all action in a
timely manner which the Transfer Agent, in its reasonable opinion,
deems necessary to enable or assist the Transfer Agent in performing
any of the Procedures under this Agreement, including but not limited
to providing, or causing to be provided, to the Transfer Agent any
information or documents which the Transfer Agent deems reasonable or
appropriate to provide the duties hereunder. The Transfer Agent shall,
when performing hereunder, be entitled to rely upon (i) the accuracy
of information, data and authorizations received from the Trust or any
participant, and (ii) the authenticity of any representation
purporting to be from, or signature purporting to be of, the Trust or
a participant.
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In no event shall the Transfer Agent be liable in any way for any
losses, penalties, expenses or other harm or injury which may arise in
connection with the Transfer Agent's delay in establishing, or refusal
to establish, a participant account as a result of the Transfer
Agent's failure to receive in a timely manner an application to open
such account, which, in the Transfer Agent's sole discretion, it deems
complete.
7. Miscellaneous.
7.1 Except as set forth herein, the terms and provisions of the Agreement
shall remain unchanged and continue to apply with full force and
effect. Except as otherwise defined herein, all capitalized terms used
in this Amendment shall have the same meaning as set forth in the
Agreement.
7.2 The parties to this Amendment understand and acknowledge that the
Transfer Agent shall act on behalf of and as agent for the Trust with
respect to the Procedures. In no event shall the Transfer Agent be
liable for its failure to perform under the terms of this Amendment or
any Exhibit, except where the Transfer Agent has acted with negligence
or willful misconduct. This Amendment shall not be deemed to
constitute the Trust and the transfer Agent as partners or joint
ventures.
7.3 The Trust shall indemnify and hold harmless the Transfer Agent from
and against any and all losses, penalties, expenses or other harm or
injury which the Transfer Agent may incur or suffer or which may be
asserted by any person or entity, including reasonable attorneys' fees
and court costs, arising out of (i) any failure by the Trust to
observe and perform properly each and every covenant of this Amendment
or any other wrongdoing of the Trust, or (ii) any action taken or
omitted to be taken by the Transfer Agent in reasonable reliance upon
information provided to the Transfer Agent by the Trust; provided,
however, that the Trust shall not be required to indemnify and hold
harmless the Transfer Agent from any losses which are caused by the
Transfer Agent's negligence. The foregoing provisions of this Section
7.3 shall survive the termination of this Amendment.
7.4 In the event that the Transfer Agent, in its sole judgment, believes
that its performance of any duty set forth herein may create a risk of
financial, reputation or other loss for it, the Transfer Agent may,
upon notice to the Trust, suspend its performance of the Procedures;
provided, however, that if the Trust takes such action as may be
requested by the Transfer Agent to eliminate such risk, the Transfer
Agent shall not suspend the Procedures, or, if the Procedures have
been suspended, shall reinstate its provision of the Procedures.
7.5 The Transfer Agent represents that it is subject to regulation
requiring it to implement an anti-money laundering program, and
further represents that it is regulated by a "federal functional
regulator" within the meaning of the Bank
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Secrecy Act, the Patriot Act, and the applicable rules and regulations
in connection therewith.
7.6 The Transfer Agent agrees to certify annually to the Trust that it has
implemented an AML program and that it or its agent(s) will perform
the specific requirements of the Customer Identification and
Suspicious Activity Procedures of the Trust, i.e., the procedures
required by Section 326 of the Patriot Act.
7.7 Each party represents to the other that the execution and delivery of
this Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and behalf by its duly authorized representative as of the date
first above written.
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
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Title:
---------------------------------
State Street Master Funds
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Amended: October 31, 2006
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EXHIBIT A
PROCEDURES
The Transfer Agent agrees to perform the duties set forth below, with respect to
the ownership of shares in the Portfolio(s) set forth in Exhibit B for which the
Transfer Agent maintains the applicable account participant information, subject
to and in accordance with the terms and conditions of this Amendment.
Notwithstanding anything to the contrary contained herein, in no event shall
State Street be obligated to verify the identity of any person who is not a
United States citizen or any entity (such as a corporation, partnership or
trust), that is not established or organized under the laws of a State of the
United States. State Street shall scan such name into its database to compare it
against certain lists as described below.
I. REQUESTS FOR NEW ACCOUNT
Upon receipt from the fund of an application to establish an account in the name
of one of its participants, the Transfer Agent shall review it for completeness.
The Transfer Agent shall deem the application complete as to the participant or
any authorized signers or beneficiaries on the account if with respect to such
entity (i) the application includes such entity's name, U.S. resident street
address, social security number and date of birth or (ii) the Fund (a) certifies
to the Transfer Agent as to the successful verification of the identity of such
entity and the manner in which the Fund verified such identity, and (b) provides
the detailed information so verified (i.e. passport number, drivers license
number, birth certificate, etc.) which, in the Transfer's Agent's opinion,
fulfills applicable regulatory requirements.
If the application is incomplete as to the participant, the Transfer agent will
not open the account and will notify the Fund and request additional information
from the Fund. If the Fund fails to provide the necessary participant
information to complete the application within two business days of the Transfer
Agent's request, the Transfer Agent shall promptly return the application as
incomplete and return any funds earmarked for deposit in such account to the
participant, unless upon receipt of the Transfer Agent request, the Fund
requests additional time to provide the missing information, in which case such
application and funds will be returned to the participant if the missing
information is not provided within five (5) business days of the Transfer
Agent's request. If the Transfer Agent determined, in its sole discretion, that
the participant information has been completed within a timely manner, the
Transfer Agent shall establish the account; provided, however, that such account
shall be restricted from any and all redemption transactions unless and until
such restriction is lifted by the Transfer Agent in accordance with the terms
below.
If the participant information is complete but the application is incomplete as
to any authorized signer and/or beneficiary, the Transfer Agent will open the
account and restrict such account from any redemption transactions with respect
to such entity unless and until such restriction is lifted by the Transfer Agent
in accordance with the terms below (see part III).
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The Transfer Agent may file a Suspicious Activity Report or other appropriate
report on its own behalf with applicable regulator(s) if in attempting to
collect any requisite information it deems such action necessary or appropriate.
The trade date for the purchase of shares on a newly established account shall
be the date on which the transfer Agent deems the application complete as to
participant information.
II. SCREENING AGAINST THE BLOCKED PERSONS AND OTHER RESTRICTED LISTS
Newly Established Accounts
Once the application is deemed complete by the Transfer Agent and the account is
established, the Transfer Agent will scan the application into a database,
inputting the name and address of the participant and any authorized signer(s)
and beneficiary(ies) on the account and shall compare it against the published
lists enumerated in Exhibit C, and such other lists as the Transfer Agent may
utilize, in an effort to determine whether or not such entity is named on any of
the said lists (if so, a so-called "Positive Match").
Such scanning will result in a report of potential matches (the "Exception
Report"), which may or may not include a Positive Match. If, upon review of the
Exception Report and any information available to it, the Transfer Agent
determines in its sole discretion that any potential match is not a valid
Positive Match, then such match will be deemed a False Match and the Transfer
Agent shall so document to the file without reporting it to the Fund. If the
Transfer Agent believes a potential match is a Positive Match or requires
additional information to make a determination, then such match will be reported
to the Fund. If additional information is provided by the Fund, the Transfer
Agent will make any necessary corrections and will re-evaluate such "match" by
re-scanning the updated information. If the Transfer Agent determines in its
sole discretion, that a Positive Match exists or that it is unable to determine
with reasonable certainty that no Positive Match exists, the Transfer Agent will
notify the Fund and provide supporting documentation. It also will file the
appropriate report(s) with the applicable regulators and comply with the
instructions of appropriate regulator(s) which may include, without limitation,
freezing the account and its assets, refusing to add an authorized signer or
beneficiary to the account, and/or closing the account.
If the Transfer Agent determines, in is sole discretion, that no Positive Match
exists on items reported, the Transfer Agent will notify the Fund and document
its review. If the Fund, in its sole discretion, believes that a Positive Match
does exist, the Transfer Agent will take instructions from the Fund, subject to
any regulatory limitations, and will document its files.
Existing Accounts
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Each month, or as otherwise agreed to by the parties, the Transfer Agent shall
scan the participant's name and that of each authorized signer and beneficiary
on existing accounts in an effort to identify whether or not a Positive match
exists, in which case the Transfer Agent and Fund shall act in accordance with
the applicable terms above.
The Transfer Agent will retain records of scanning function and results, in
accordance with applicable Bank Secrecy Act regulation(s).
III. IDENTITY VERIFICATION
Upon receipt of a complete application, as described in Section I above, to
establish an account or add an authorized signer or beneficiary, the Transfer
Agent will attempt to verify the identity of the participant and its authorized
signers and/or beneficiaries, as applicable. The extent and nature of the
information needed by the Transfer Agent to perform such verification shall
depend upon the nature of the accountholder, authorized signer or beneficiary
(e.g. corporation, individual, trust, non-U.S. resident) but shall at a minimum
include, without limitation, the entity's name, U.S. street address, social
security number and, if applicable, date of birth. The Transfer Agent shall deem
the identity verified, as to the participant or any authorized signers or
beneficiaries on the account, if (i) such entity's name, U.S. resident street
address, social security number and date of birth matches information in the
database utilized by the Transfer Agent or (ii) the Fund, to the Transfer
Agent's reasonable satisfaction, (a) certifies to the successful verification by
the Fund of the identity of such entity and the manner in which the Fund
verified such identity, and (b) provides copies of the detailed information
verified (i.e. passport number, drivers license number, birth certificate, etc.)
which, in the Transfer's Agent's opinion, fulfills applicable regulatory
requirements. Examples of acceptable documentary evidence, as agreed upon by the
parties, include driver's license, military driver's license or other military
identification card, alien registration card, birth certificate, identification
card issued by a state within the last 6 months, certified copy of a court order
with a full name and date of birth, and passport.
The Transfer Agent also shall attempt to so verify the identity of any
authorized signer or beneficiary which the Fund and/or participant requests to
be added to any existing account established after October 1, 2003.
In cases where the Fund has not certified to the entity's identity as described
above and the Transfer Agent is unable to verify such information, the Transfer
Agent shall so notify the Fund, furnish supporting documentation to it and
request that additional evidence or such certification from the Fund.
In cases where the participant's identity cannot be verified by the Transfer
Agent and the Fund has failed to provide a certification with respect to the
participant's identity to the Transfer Agent' reasonable satisfaction, the
Transfer Agent, in is sole discretion or upon the Fund's request, may close the
account. If it is an authorized signer or beneficiary's
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identity that cannot be verified to the Transfer Agent's reasonable
satisfaction, the Transfer Agent, in its sole discretion or at the Fund's
request, may close the account or refuse to add such entity(ies) to the account.
In either case, the Transfer Agent may file the appropriate report(s) on its own
behalf with the applicable regulators and comply with instructions of
appropriate report(s) on its own behalf with the applicable regulators and
comply with instructions of appropriate regulator(s) which may include, without
limitation, freezing the account and its assets, refusing to add an authorized
signer or beneficiary to the account, and/or closing the account.
The Transfer Agent shall redeem any share in a closed account with the opening
net asset value as of the date on which such account was closed, with the
proceeds forwarded to the participant when available.
Lifting of Restrictions on Redemptions
The restrictions against redemption transactions with respect to an account or
any authorized signer of beneficiary on such account shall be removed only when
the Transfer Agent determines that (i) no Positive Match exists with respect to
the participant, authorized signer or beneficiary, as the case may be, and (ii)
such entity's identity has been verified by the Transfer Agent as describe
above.
IV. SUSPICIOUS ACTIVITY MONITORING
The Transfer Agent, for each participant account, will establish an activity
pattern (the account "Profile") based on its transactional history for the
immediately preceding twelve-month period or such shorter period if the account
has been established for less than a year. The Profile will be based upon the
number of purchases and redemptions, as well as the average dollar amount of
such purchase and redemptions during such period. Exchange transactions may or
may not be a part of the Profile, as determined upon mutual agreement of the
parties. The Profile shall not include other transactional activity including,
but not limited to, dividends, share adjustments and stock splits. The Fund
shall provide written approval of its acceptance of such Profiles. After the
Profile has been approved by the Fund, it may be revised by State Street,
without notice to the Fund, from time to time, to reflect the transactional
history of the account during preceding months. On a daily basis, the Transfer
Agent will input a file of the purchase, redemption, exchange, and transfer
transactions on a participant account into its database in an effort to analyze
and report any transaction (an "Exception Report") that does not correspond to
the established account Profile or, upon request by the Fund, upon rules
established by the Fund (e.g. report on any transaction below a dollar minimum)
and agreed upon by the Transfer Agent.
The Transfer Agent will review each Exception Report produced by the database.
If the Transfer Agent, upon review of the information available to it,
determines that an item listed on the Exception Report is not suspicious, it
will document its findings. Any item which the Transfer Agent, in is reasonable
opinion, determines is or may be suspicious will be reported to the Fund. Upon
receipt of such notice, the Fund shall promptly
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provide any additional information which it would like the Transfer Agent to
consider. Upon review of such additional information, the Transfer Agent may
determine that the item is not suspicious in nature, in which case the Transfer
Agent will report its findings to the Fund. If, however, the Transfer agent
cannot, in its sole judgment, determine the nature/cause of the suspicious
transaction, the Transfer agent will consider the item to be "suspicious" in
nature and notify the Fund, unless prohibited by applicable law, rule or
regulation. The Transfer Agent, if it deems appropriate will report such
activity to the Risk and Compliance Group. The Risk and Compliance Group will
review such activity further and prepare a draft SAR on Form SAR-SF and send a
copy to the Fund's AML Officer for review. The Fund's AML Officer shall review
the SAR and provide comments, if any, to the Risk and Compliance Group. The Risk
and Compliance Group will file the appropriate report(s) on own behalf of the
Transfer Agent and the Fund ("joint filing") with the applicable regulators and
comply with instructions of appropriate regulator(s) which may include, without
limitation, freezing the account and its assets, refusing to add an authorized
signer or beneficiary to the account, and/or closing the account. The Risk and
Compliance Group shall provide to the Fund a copy of each SAR filed with
supporting documentation which the Risk and Compliance Group will maintain for
five (5) years.
With respect to any newly established account, the Transfer Agent will review
the account for thirty (30) days following the initial deposit into such account
for any and all redemptions that occur and determine, it its sole discretion,
whether or not any such redemptions are "suspicious" in nature. If the Transfer
Agent determined that any redemption is suspicious, it will promptly notify the
Fund, unless prohibited by applicable law, rule or regulation, file the
appropriate report(s) on its own behalf with the applicable regulators and
comply with instructions of appropriate regulator(s) which may include, without
limitation, freezing the account and its assets, refusing to add an authorized
signer or beneficiary to the account, and/or closing the account.
The Fund acknowledges that the Transfer Agent does not accept cash equivalents
(bank drafts, bank notes, etc.) in connection with any participant accounts.
The Transfer Agent will notify the fund of any change in payment instructions
which in the sole discretion of the Transfer Agent is deemed to be "suspicious"
in nature and await instruction from the fund as to whether or not such change
should be implemented by the Transfer Agent.
The Transfer Agent will review any changes to an account's statement address
that occur within 30 days of the account opening and notify the Fund of any such
changes that it deems to be "suspicious" in nature, unless prohibited by
applicable law, rule or regulation. Upon such notice or upon instruction from
the Fund, the Transfer Agent may file the appropriate report(s) on its own
behalf with the applicable regulators and comply with instructions of
appropriate regulator(s) which may include, without limitation, freezing the
account and its assets, refusing to add an authorized signer or beneficiary to
the account, and/or closing the account.
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As consideration for State Street Bank and Trust Company's services as
administrator, custodian and transfer agent to each of the following Funds and
such other services as the parties may from time to time agree and for State
Street's assumption of ordinary operating expenses of the Funds, State Street
shall receive from each Fund an annual administrative fee, accrued daily at the
rate of 1/365th of the applicable fee rate of the following annual percentages
of the Fund's average daily net assets during the month:
Annual percentage
of Average
Fund daily net assets
---- -----------------
STATE STREET EQUITY 500 INDEX FUND
-ADMINISTRATIVE SHARES .05%
STATE STREET EQUITY 500 INDEX FUND
-SERVICE SHARES .05%
STATE STREET EQUITY 500 INDEX FUND
-CLASS R SHARES .05%
STATE STREET EQUITY 400 INDEX FUND .10%
STATE STREET EQUITY 2000 INDEX FUND .10%
STATE STREET AGGREGATE BOND INDEX FUND .10%
STATE STREET U.S. GOVERNMENT MONEY
MARKET FUND .05%
As consideration for State Street's services as administrator and custodian
to the State Street Institutional Liquid Reserves Fund ("Liquid Reserves Fund")
(f/k/a State Street Money Market Fund), State Street shall receive from the
Liquid Reserves Fund an annual fee, accrued daily at the rate of 1/365th and
payable monthly on the first business day of each month, pursuant to the
following schedule:
$25,000 for Administration Services
$12,000 for Custody and Accounting Services
EXHIBIT B-FUND LIST
STATE STREET EQUITY 500 INDEX FUND
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STATE STREET EQUITY 400 INDEX FUND
STATE STREET EQUITY 2000 INDEX FUND
STATE STREET AGGREGATE BOND INDEX FUND
STATE STREET INSTITUTIONAL LIQUID RESERVES FUND
STATE STREET LIMITED DURATION BOND FUND
STATE STREET TAX FREE MONEY MARKET FUND
STATE STREET TAX FREE LIMITED DURATION BOND FUND
STATE STREET U.S. MONEY MARKET INDEX FUND
Exhibit C
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OFAC SDN list
OFAC Blocked Countries
Bank of England
Canadian Consolidated List (OSFI)
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