EXHIBIT 99.6(D)(III)
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 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:/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President and
Chairman of the Board
STATE STREET GLOBAL MARKETS, LLC
By:/S/ SIGNATURE ILLEGIBLE
SCHEDULE A
NAME OF FUND FEE(*)
------------ ------
SSgA Prime Money Market Fund .05 of 1%
SSgA US Treasury Money Market Fund .05 of 1%
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As a percentage of the average daily net assets of the Fund represented by Class
T Shares
EXHIBIT A
[Forms of Selected Broker Agreement and Shareholder Servicing Agreement]
