EXHIBIT 99.22(h)(3)
SECURITIES LENDING AUTHORIZATION AGREEMENT
Between
SSgA FUNDS, on behalf of each portfolio listed on Schedule A, severally and not
jointly
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
PAGE
1. DEFINITIONS 1
2. APPOINTMENT OF STATE STREET 2
3. SECURITIES TO BE LOANED 2
4. BORROWERS 3
5. SECURITIES LOAN AGREEMENTS 4
6. LOANS OF AVAILABLE SECURITIES 4
7. DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO LOANED SECURITIES 5
8. COLLATERAL 6
9. INVESTMENT OF CASH COLLATERAL AND COMPENSATION 7
10. FEE DISCLOSURE 8
11. RECORDKEEPING AND REPORTS 9
12. STANDARD OF CARE 9
13. REPRESENTATIONS AND WARRANTIES 10
14. INDEMNIFICATION 11
15. CONTINUING AGREEMENT AND TERMINATION 12
16. NOTICES 12
17. MISCELLANEOUS 13
18. SECURITIES INVESTORS PROTECTION ACT 14
19. COUNTERPARTS 14
20. CLIENT LIMITATION OF LIABILITY 14
21. MODIFICATION 15
EXHIBITS AND SCHEDULES
EXHIBIT 4.1 (MOD-2)
SCHEDULE A (Funds)
SCHEDULE B (Borrowers)
SCHEDULE C (Fee Schedule)
SCHEDULE D (Acceptable Forms of Collateral)
SECURITIES LENDING AUTHORIZATION AGREEMENT
Agreement dated the ____ day of ______________, 1998 between the
SSgA
FUNDS, on behalf of each series of the
SSgA Funds listed on Schedule A,
severally and not jointly, each of which is a registered management investment
company organized and existing under the laws of
Massachusetts (each a
Portfolio" and collectively, the "Portfolios") and STATE STREET BANK AND TRUST
COMPANY, its affiliates or subsidiaries ("State Street"), setting forth the
terms and conditions under which State Street is authorized to act on behalf of
the Portfolio with respect to the lending of certain securities of the Portfolio
held by State Street as trustee, agent or custodian.
This Agreement shall be deemed for all purposes to constitute a separate
and discrete agreement between State Street and each of the Portfolios listed on
Schedule A to this Agreement, jointly and not severally, as it may be amended by
the parties, and no series of shares of a Portfolio shall be responsible or
liable for any of the obligations of any other series of shares of any other
Portfolio under this Agreement or otherwise, notwithstanding anything to the
contrary contained herein.
NOW, THEREFORE, in consideration of the mutual promises and of the
mutual covenants contained herein, each of the parties does hereby covenant and
agree as follows:
1. DEFINITIONS. For the purposes hereof:
(a) "Available Securities" means the securities of the Portfolio
that are available for Loans pursuant to Section 3.
(b) "Borrower" means any of the entities to which Available
Securities may be loaned under a Securities Loan Agreement, as described in
Section 4.
(c) "Collateral" means collateral delivered by a Borrower to secure
its obligations under a Securities Loan Agreement.
(d) "Investment Manager" when used in any provision, means the
person or entity who has discretionary authority over the investment of the
Available Securities to which the provision applies.
(e) "Loan" means a loan of Available Securities to a Borrower.
(f) "Loaned Security" shall mean any "security" which is delivered
as a Loan
under a Securities Loan Agreement; provided that, if any new or different
security shall be exchanged for any Loaned Security by recapitalization, merger,
consolidation, or other corporate action, such new or different security shall,
effective upon such exchange, be deemed to become a Loaned Security in
substitution for the former Loaned Security for which such exchange was made.
(g) "Market Value" of a security means the market value of such
security (including, in the case of a Loaned Security that is a debt security,
the accrued interest on such security) as determined by the independent pricing
service designated by State Street, or such other independent sources as may be
selected by State Street on a reasonable basis.
(h) "Securities Loan Agreement" means the agreement between a
Borrower and State Street (on behalf of the Portfolio) that governs Loans, as
described in Section 5.
(i) "Replacement Securities" means securities of the same issuer,
class and denomination as Loaned Securities.
2. APPOINTMENT OF STATE STREET.
The Portfolios hereby appoint and authorize State Street, its affiliates
or subsidiaries, as its agent to lend Available Securities to Borrowers in
accordance with the terms of this Agreement. State Street shall have the
responsibility and authority to do or cause to be done all acts State Street
shall determine to be desirable, necessary, or appropriate to implement and
administer this securities lending program. The Portfolios agree that State
Street is acting as a fully disclosed agent and not as principal in connection
with the securities lending program. State Street may take action as agent of a
Portfolio on an undisclosed or a disclosed basis. State Street is also hereby
authorized to request a third party bank to undertake certain custodial
functions in connection with holding of the Collateral provided by a Borrower
pursuant to the terms hereof. In connection therewith, State Street may instruct
said third party to establish and maintain a Borrower's account and a State
Street account wherein all Collateral, including cash shall be maintained by
said third party in accordance with the terms of a form of custodial arrangement
which shall also be consistent with the terms hereof.
3. SECURITIES TO BE LOANED.
State Street acts or will act as agent, trustee or custodian of certain
securities owned by the Portfolios. All of a Portfolio's securities held by
State Street as agent, trustee or custodian shall be subject to this securities
lending program and constitute Available Securities hereunder, except those
securities which a Portfolio or the Investment Manager specifically identifies
in notices to State Street as not being Available Securities. In the absence of
any such notice identifying specific securities, State Street shall have no
authority or responsibility for determining whether any of a Portfolio's
securities should be excluded from the lending program.
4. BORROWERS.
The Available Securities may be loaned by State Street, in its sole
discretion, to any Borrower identified on SCHEDULE B, the Schedule of Approved
Borrowers. In no event may Available Securities be loaned to any Borrower who is
an affiliate of State Street, whether or not such Borrower is listed on SCHEDULE
B. State Street shall provide the Portfolios with a list of current and
potential Borrowers that State Street has selected, and shall update such list
monthly except where such list remains unchanged from the previous month. Except
for any potential Borrowers with respect to whom a Portfolio notifies State
Street in writing that they are unacceptable, the updated list shall become the
amended Schedule B. Any Borrowers deleted from State Street's list of current
and potential Borrowers shall automatically be deleted at the same time from
SCHEDULE B.
In the event that a Portfolio approves lending to borrowers resident in
the United Kingdom, the Portfolio shall complete Part 1 of the document known as
a "MOD-2 form," which is attached hereto as EXHIBIT 4.1.
In the event that securities lending activity is undertaken through its
London office, State Street becomes subject to additional regulation in the UK,
and State Street is obliged to notify the Portfolio of the following matters:
i. State Street shall make available to the Portfolio established
procedures in accordance with the requirements of the Securities
and Futures Authority for the effective consideration of
complaints concerning State Street's activities carried on in
the UK.
ii. Where a liability in one currency is to be matched by an asset
in a different currency, or where an investment transaction
relates to an investment denominated in a currency other than
sterling, a movement of exchange rates may have a separate
effect, favorable or unfavorable, on the gain or loss which
would otherwise be experienced on the investment.
iii. State Street or an affiliate may have an interest that is
material to the investment or transaction concerned and neither
State Street nor any such affiliate shall be obliged to disclose
such interest or account to the Portfolio for any profits or
benefits made or derived by it or any of its associates from any
such transaction.
iv. Any assets which State Street holds in the form of money shall
not be treated by State Street as the Clients' Money as defined
by The Financial Services (Client Money) Regulations 1991 of the
United Kingdom as amended (the "Clients' Money Regulations") and
will not be held in accordance with the Clients' Money
Regulations or such other regulations as shall amend or replace
the Clients' Money Regulations from time to time.
5. SECURITIES LOAN AGREEMENTS.
Each Portfolio authorizes State Street to enter into one or more
Securities Loan Agreements with such Borrowers as may be selected by State
Street from Schedule B. Each Securities Loan Agreement shall have such terms and
conditions as State Street may negotiate with the Borrower, including rebate
fees to be paid to the Borrower for the use of cash Collateral; provided
however, that such terms and conditions shall be consistent with the terms
hereof.
6. LOANS OF AVAILABLE SECURITIES.
State Street shall have authority to make Loans of Available Securities
to Borrowers, and to deliver such securities to Borrowers. State Street shall be
responsible for determining whether any such Loan shall be made, and for
negotiating and establishing the terms of each such Loan. State Street shall
have the authority to terminate any Loan in its discretion, at any time and
without prior notice to a Portfolio.
The Portfolios acknowledge that State Street administers securities
lending programs for other clients of State Street. State Street will allocate
securities lending opportunities among its clients, using reasonable and
equitable methods established by State Street from time to time. State Street
does not represent or warrant that any amount or percentage of a Portfolio's
Available Securities will in fact be loaned to Borrowers. Each Portfolio agrees
that it shall have no claim against State Street and State Street shall have no
liability arising from, based on, or relating to, loans made for other clients,
or loan opportunities refused hereunder, whether or not State Street has made
fewer or more loans for any other client, and whether or not any loan for
another client, or the opportunity refused, could have resulted in loans made
under this Agreement.
Each Portfolio also acknowledges that, under the applicable Securities
Loan Agreements, the Borrowers will not be required to return Loaned Securities
immediately upon receipt of notice from State Street terminating the applicable
Loan, but instead will be required to return such Loaned Securities within such
period of time following such notice as is specified in the applicable
Securities Loan Agreement, which shall require Borrower to return Loaned
Securities no later than the earlier of (a) the end of the customary settlement
period for such securities; or (b) except as otherwise agreed, the close of the
fifth securities trading day following the day on which Borrower receives notice
of said termination. Upon receiving a notice from the Fund or the Investment
Manager that Available Securities which have been loaned to a Borrower should no
longer be considered Available Securities (whether because of the sale of such
securities or otherwise), State Street shall use its reasonable efforts to
notify promptly thereafter the Borrower which has borrowed such securities that
the Loan of such securities is terminated and that such securities are to be
returned within the time specified by the applicable Securities Loan Agreement.
7. DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO LOANED SECURITIES.
Each Portfolio represents and warrants that it is the beneficial owner
of (or exercises complete investment discretion over) all Available Securities
free and clear of all liens, claims, security interests and encumbrances and no
such security has been sold, and that it is entitled to receive all
distributions made by the issuer with respect to Loaned Securities. Except as
provided in the next sentence, all interest, dividends, and other distributions
paid with respect to Loaned Securities shall be credited to the Portfolio's
account on the date such amounts are delivered by the Borrower to State Street.
Any non-cash distribution on Loaned Securities which is in the nature of a stock
split or a stock dividend shall be added to the Loan (and shall be considered to
constitute Loaned Securities) as of the date such non-cash distribution is
received by the Borrower; PROVIDED that the Portfolio (or Investment Manager)
may, by giving State Street ten (l0) business days' notice prior to the date of
such non-cash distribution, direct State Street to request that the Borrower
deliver such non-cash distribution to State Street, pursuant to the applicable
Securities Loan Agreement, in which case State Street shall credit such non-cash
distribution to the Portfolio's account on the date it is delivered to State
Street.
Each Portfolio acknowledges that it will not be entitled to participate
in any dividend reinvestment program or to vote with respect to securities that
are on loan on the applicable record date for such securities. Notwithstanding
the foregoing, each Portfolio reserves the right to recall Loans to vote proxies
if a material event affecting the investment is to occur. In such event, the
Portfolio shall instruct State Street, at least ten (10) business days prior to
the record date established for determining the identity of stockholders
entitled to vote the Loaned Securities, to terminate the Loan of the Loaned
Securities. State Street shall use reasonable efforts to terminate the Loan at
least five (5) business days prior to the record date.
Each Portfolio also acknowledges that any payments of distributions from
Borrower to the Portfolio are in substitution for the interest or dividend
accrued or paid in respect of Loaned Securities and that the tax treatment of
such payment may differ from the tax treatment of such interest or dividend.
If an installment, call or rights issue becomes payable on or in respect
of any Loaned Securities, State Street shall use all reasonable endeavors to
ensure that any timely instructions from the Portfolio are complied with, but
State Street shall not be required to make any payment unless the Portfolio has
first delivered to State Street funds to make such payment.
8. COLLATERAL.
(a) RECEIPT OF COLLATERAL. Each Portfolio authorizes State Street,
or a third party bank, to receive and to hold, on its behalf, Collateral from
Borrowers to secure the obligations of Borrowers with respect to any loan of
securities made on behalf of the Portfolio pursuant to the Securities Loan
Agreements. All investments of cash Collateral shall be for the account and at
the risk of a Portfolio. Concurrently with the delivery of the Loaned Securities
to the Borrower under any Loan, State Street shall receive from the Borrower
Collateral in any of the forms listed on SCHEDULE D. Said Schedule may be
amended from time to time by State Street upon written notice to the Portfolio.
With respect to foreign cash Collateral, State Street will provide the Portfolio
with a multicurrency investment vehicle through which the foreign cash will be
converted to U.S. dollars and invested pursuant to Section 9 hereof ("MCIV").
Each Portfolio acknowledges that State Street, in providing MCIV, may receive
additional compensation by managing its interest rate exposure.
Collateral shall have an initial Market Value of not less than one
hundred two percent (l02%) of the Market Value of the Loaned Securities for
Loaned Securities denominated in United States Dollars or whose primary trading
market is located in the United States or sovereign debt issued by foreign
governments and not less than one hundred five percent (105%) for Loaned
Securities which are not denominated in United States Dollars or whose primary
trading market is not located in the United States. Thereafter, State Street
shall take such action as is appropriate with respect to the Collateral under
the applicable Securities Loan Agreement.
(b) MARKING TO MARKET. State Street shall value all Loaned
Securities in accordance with its customary practice.
(c) RETURN OF COLLATERAL. The Collateral shall be returned to
Borrower at the termination of the Loan upon the return of the Loaned Securities
by Borrower to State Street in accordance with the applicable Securities Loan
Agreement.
(d) LIMITATIONS. State Street shall invest cash Collateral in
accordance with any directions, including any limitations established by the
Portfolio in a writing referencing this Agreement and acknowledged in writing
("Written Directions") by State Street and shall exercise reasonable care,
skill, diligence and prudence in the investment of Collateral. Subject to the
foregoing limits and standard of care, State Street does not assume any market
or investment risk of loss with respect to the currency conversions associated
with the use of MCIV or the investment of cash Collateral. If the value of the
cash Collateral so invested is insufficient to return the rebate fee (i.e., the
return to the Borrower for use of cash Collateral), the full amount of the
Collateral (U.S. dollar or otherwise), or any and all other amounts due to such
Borrower pursuant to the Securities Loan Agreement, the Portfolio shall be
solely responsible for such shortfall and State Street may debit the Portfolio's
account. In addition, State Street shall be entitled to charge the Portfolio's
accounts for such shortfall in accordance with Section 9.
9. INVESTMENT OF CASH COLLATERAL AND COMPENSATION.
To the extent that a Loan is secured by cash Collateral, such cash
Collateral, including money received with respect to the investment of the same,
or upon the maturity, sale, or liquidation of any such investments, shall be
invested by State Street, subject to the Written Directions referred to above in
short-term instruments, short term investment funds maintained by State Street,
money market mutual funds and such other investments as State Street may from
time to time select, including investments in obligations or other securities of
State Street or of any State Street affiliate and
investments in any short-term investment fund, mutual fund, securities lending
trust or other collective investment fund with respect to which State Street
and/or its affiliates provide investment management or advisory, trust, custody,
transfer agency, shareholder servicing and/or other services for which they are
compensated.
Each Portfolio acknowledges that interests in such mutual funds,
securities lending trusts and other collective investment funds, to which State
Street and/or one or more of its affiliates provide services are not guaranteed
or insured by State Street or any of its affiliates or by the Federal Deposit
Insurance Corporation or any government agency. Each Portfolio hereby authorizes
State Street to purchase or sell investments of cash Collateral to or from other
accounts held by State Street or its affiliates.
The income generated by any investment made pursuant to the preceding
paragraph of this Section 9 shall be allocated among the Borrower, State Street,
and the Portfolio, as follows: (a) a portion of such income shall be paid to the
Borrower in accordance with the agreement negotiated between the Borrower and
State Street; (b) the balance, if any, shall be split between State Street as
compensation for its services in connection with this securities lending program
and the Portfolio as such income shall be credited to the Portfolio's account,
in accordance with the fee schedule attached hereto as SCHEDULE C.
In the event the income generated by any investment made pursuant to the
first paragraph of this Section 9 does not equal or exceed the amount due the
Borrower in accordance with the agreement between Borrower and State Street,
State Street shall debit the Portfolio's account by an amount equal to the
difference between the net income generated and the amounts to be paid to the
Borrower pursuant to the Securities Loan Agreement. In the event debits to the
Portfolio's account produce a deficit therein, State Street shall sell or
otherwise liquidate investments made with cash Collateral and credit the net
proceeds of such sale or liquidation to satisfy the deficit. In the event the
foregoing does not eliminate the deficit, State Street shall have the right to
charge the deficiency to any other account or accounts maintained by the
Portfolio with State Street.
In the event of a Loan to a Borrower resident in Canada, which is made
over record date for a dividend reinvestment program ("DRP") and is secured by
cash Collateral, the Borrower shall pay the Portfolio a substitute payment equal
to the full amount of the cash dividend declared, and may pay a loan premium,
the amount of which shall be negotiated by State Street, above the amount of the
cash dividend. Such loan premium shall be allocated between State Street and the
Portfolio as follows: (a) a portion of such loan premium shall be paid to State
Street as compensation for its services in connection with this securities
lending program, in accordance with SCHEDULE C and (b) the remainder of such
loan premium shall be credited to the Portfolio's account.
To the extent that a Loan is secured by non-cash Collateral, the
Borrower shall be required to pay a loan premium, the amount of which shall be
negotiated by State Street. Such loan premium shall be allocated between State
Street and the Portfolio as follows: (a) a portion of such loan premium shall be
paid to State Street as compensation for its
services in connection with this securities lending program, in accordance with
SCHEDULE C hereto; and (b) the remainder of such loan premium shall be credited
to the Portfolio's account.
Each Portfolio acknowledges that in the event that its Portfolio's
participation in securities lending generates income for the Portfolio, State
Street may be required to withhold tax or may claim such tax from the Portfolio
as is appropriate in accordance with applicable law.
Each Portfolio shall reimburse State Street for such reasonable fees and
expenses that State Street may incur in connection with the performance of its
obligations hereunder, including, without limitation: (i) the ordinary
telecommunication charges associated with the movement of securities in
connection with the securities lending activity contemplated by this Agreement;
and (ii) any and all funds advanced by State Street on behalf of the Portfolio
as a consequence of the Portfolio's obligations hereunder, including the
Portfolio's obligation to return cash Collateral to the Borrower and to pay any
fees due the Borrower, all as provided in Section 8 hereof.
10. FEE DISCLOSURE.
The fees associated with the investment of cash Collateral in funds
maintained or advised by State Street are disclosed on SCHEDULE C hereto. Said
Schedule may be replaced from time to time by State Street upon notice to the
Portfolio. An annual report with respect to such funds is available to the
Portfolios, at no expense, upon request.
11. RECORDKEEPING AND REPORTS.
State Street will establish and maintain such records as are reasonably
necessary to account for Loans that are made and the income derived therefrom.
On a monthly basis, State Street will provide the Portfolios with a statement
describing the Loans made, and the income derived from the Loans, during the
period covered by such statement. Each party to this Agreement shall comply with
the reasonable requests of the other for information necessary to the
requester's performance of its duties in connection with this securities lending
program.
12. STANDARD OF CARE.
Subject to the requirements of applicable law, State Street shall not be
liable for any loss or damage, including counsel fees and court costs, whether
or not resulting from their acts or omissions to act hereunder or otherwise,
unless the loss damage arises out of State Street's own negligence. Except for
any liability, loss, or expense arising from or connected with State Street's
own negligence, each Portfolio agrees to reimburse and hold State Street
harmless from and against any liability, loss and expense, including counsel
fees and expenses and court costs, arising in connection with any breach of any
representation, covenant or agreement of a Portfolio contained in this Agreement
or any Loan or arising from or connected with claims of any third parties,
including any Borrower, from and against all taxes and other governmental
charges, and from and against any out-of-pocket or incidental expenses. State
Street may charge any amounts to which it is entitled hereunder against the
Portfolio's account. Without limiting the generality of the foregoing, each
Portfolio agrees: (i) that State Street shall not be responsible for any
statements, representations or warranties which any Borrower makes in connection
with any securities loans hereunder, or for the performance by any Borrower of
the terms of a Loan, or any agreement related thereto, and shall not be required
to ascertain or inquire as to the performance or observance of, or a default
under the terms of, a Loan or any agreement related thereto; (ii) that State
Street shall be fully protected in acting in accordance with the oral or written
instructions of any person believed by State Street to be authorized to execute
this Agreement on behalf of the Portfolios (an "Authorized Person"); (iii) that
in the event of a default by a Borrower under a Loan, State Street shall be
fully protected in acting in its sole discretion in a manner it deems
appropriate; and (iv) that the records of State Street shall be presumed to
reflect accurately any oral instructions given by an Authorized Person or a
person believed by State Street to be an Authorized Person.
Each Portfolio acknowledges that, when lending Gilt securities, there is
intraday settlement exposure from the Borrower's settlement bank. In particular,
a Portfolio has daily exposure that the Gilt collateral position backed by the
assured payment from the Borrower's settlement bank is unsecured.
State Street, in determining the Market Value of Securities, including
without limitation, Collateral, may rely upon any recognized pricing service and
shall not be liable for any errors made by such service.
13. REPRESENTATIONS AND WARRANTIES.
Each party hereto represents and warrants that (a) it has the power to
execute and deliver this Agreement, to enter into the transactions contemplated
hereby, and to perform its obligations hereunder; (b) it has taken all necessary
action to authorize such execution, delivery, and performance; (c) this
Agreement constitutes a legal, valid, and binding obligation enforceable against
it; and (d) the execution, delivery, and performance by it of this Agreement
will at all times comply with all applicable laws and regulations.
Each Portfolio represents and warrants that it has made its own
determination as to the tax treatment of any dividends, remuneration or other
funds received hereunder.
The person executing this Agreement on behalf of the Portfolios
represents that he or she has the authority to execute this Agreement on behalf
of the Portfolios.
Each Portfolio hereby represents to State Street that: (i) its policies
and objectives generally permit it to engage in securities lending transactions;
(ii) its policies permit it to purchase shares of the Navigator Securities
Lending Trust with cash Collateral; (iii) its participation in the securities
lending program, including the investment of cash collateral in the Navigator
Securities Lending Trust, and the existing series' thereof, has been approved by
a majority of the directors or trustees that are not "interested persons" within
the meaning of section 2(a)(19) of the Investment Company Act of 1940, and such
directors or trustees will evaluate the securities lending program no less
frequently than annually to determine that the investment of cash collateral in
the Navigator Securities Lending Trust, including any series thereof, is in the
Portfolio's best interest; (iv) its prospectus provides appropriate disclosure
concerning its securities lending activity; and (v) that the directors or
trustees have obtained competing quotes with respect to lending fees from at
least three independent lending agents to assist the directors or trustees in
determining that the fees for State Street's services hereunder are fair and
reasonable in light of the usual and customary charges imposed by others for
services of the same nature and quality.
Each Portfolio hereby further represents that it is not subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") with
respect to this Agreement and the Securities; that it qualifies as an
"accredited investor" within the meaning of Rule 501 of Regulation D under the
Securities Act of 1933, as amended; and that the taxpayer identification
number(s) and corresponding tax year-end are as set forth on SCHEDULE A.
14. INDEMNIFICATION.
(a) If at the time of a default by a Borrower with respect to a Loan
(within the meaning of the applicable Securities Loan Agreement) some or all of
the Loaned Securities under such Loan have not been returned by the Borrower,
and subject to the
terms of this Agreement, State Street shall indemnify the Portfolio against the
failure of the Borrower as follows. State Street shall purchase a number of
Replacement Securities equal to the number of such unreturned Loaned Securities,
to the extent that such Replacement Securities are available on the open market.
Such Replacement Securities shall be purchased by applying the proceeds of the
Collateral with respect to such Loan to the purchase of such Replacement
Securities. Subject to the Portfolio's obligations pursuant to Section 8 hereof,
if and to the extent that such proceeds are insufficient or the Collateral is
unavailable, the purchase of such Replacement Securities shall be made at State
Street's expense.
(b) If State Street is unable to purchase Replacement Securities
pursuant to Paragraph (a) hereof, State Street shall credit to the Portfolio's
account an amount equal to the Market Value of the unreturned Loaned Securities
for which replacement securities are not so purchased, determined as of (i) the
last day the Collateral continues to be successfully marked to market against
the unreturned Loaned Securities; or (ii) the next business day following the
day referred to in (i) above, if higher.
(c) In addition to making the purchases or credits required by
Paragraphs (a) and (b) hereof, State Street shall credit to the Portfolio's
account the value of all distributions on the Loaned Securities (not otherwise
credited to the Portfolio's account with State Street), the record dates for
which occur before the date that State Street purchases Replacement Securities
pursuant to Paragraph (a) or credits the Portfolio's account pursuant to
Paragraph (b).
(d) Any credits required under Paragraphs (b) and (c) hereof shall
be made by application of the proceeds of the Collateral (if any) that remains
after the purchase of Replacement Securities pursuant to Paragraph (a). If and
to the extent that the Collateral is unavailable or the value of the proceeds of
the remaining Collateral is less than the value of the sum of the credits
required to be made under Paragraphs (b) and (c), such credits shall be made at
State Street's expense.
(e) If after application of Paragraphs (a) through (d) hereof,
additional Collateral remains or any previously unavailable Collateral becomes
available or any additional amounts owed by the Borrower with respect to such
Loan are received from the Borrower, State Street shall apply the proceeds of
such Collateral or such additional amounts first to reimburse itself for any
amounts expended by State Street pursuant to Paragraphs (a) through (d) above,
and then to credit to the Portfolio's account all other amounts owed by the
Borrower to the Portfolio with respect to such Loan under the applicable
Securities Loan Agreement.
(f) In the event that State Street is required to make any payment
and/or incur any loss or expense under this Section, State Street shall, to the
extent of such payment, loss, or expense, be subrogated to, and succeed to, all
of the rights of the Portfolio against the Borrower under the applicable
Securities Loan Agreement.
(g) The provisions of this Section 14 shall not apply to losses
attributable to
war, riot, revolution, acts of government or other causes beyond the reasonable
control or apprehension of State Street.
15. CONTINUING AGREEMENT AND TERMINATION.
It is the intention of the parties hereto that this Agreement shall
constitute a continuing agreement in every respect and shall apply to each and
every Loan, whether now existing or hereafter made. Each Portfolio and State
Street may at any time terminate this Agreement upon five (5) business days'
written notice to the other to that effect. The only effects of any such
termination of this Agreement will be that (a) following such termination, no
further Loans shall be made hereunder by State Street on behalf of the
Portfolio, and (b) State Street shall, within a reasonable time after
termination of this Agreement, terminate any and all outstanding Loans. The
provisions hereof shall continue in full force and effect in all other respects
until all Loans have been terminated and all obligations satisfied as herein
provided.
16. NOTICES.
Except as otherwise specifically provided herein, notices under this
Agreement may be made orally, in writing, or by any other means mutually
acceptable to the parties. If in writing, a notice shall be sufficient if
delivered to the party entitled to receive such notices at the following
addresses:
If to the Portfolios:
SSgA Funds
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Secretary, J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Phone: ▇▇▇ ▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
If to State Street:
State Street Bank and Trust Company
Global Securities Lending Division
Two International Place, Floor 31
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇ ▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
or to such other addresses as either party may furnish the other party by
written notice under this section.
Whenever this Agreement permits or requires a Portfolio to give notice
to, direct, or provide information to State Street, such notice, direction, or
information shall be provided to State Street on the Portfolio's behalf by any
individual designated for such purpose by the Portfolio in a written notice to
State Street. (This Agreement shall be considered such a designation of the
person executing the Agreement on the Portfolio's behalf.) After its receipt of
such a notice of designation, and until its receipt of a notice revoking such
designation, State Street shall be fully protected in relying upon the notices,
directions, and information given by such designee.
17. MISCELLANEOUS.
This Agreement supersedes any other agreement between the parties or any
representations made by one party to the other, whether oral or in writing,
concerning Loans by State Street on behalf of the Portfolios. This Agreement may
not be assigned by either party without the prior written consent of the other
party. Subject to the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
representatives, successors, and assigns. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of
Massachusetts. The
provisions of this Agreement are severable and the invalidity or
unenforceability of any provision hereof shall not affect any other provision of
this Agreement. If in the construction of this Agreement any court should deem
any provision to be invalid because of scope or duration, then such court shall
forthwith reduce such scope or duration to that which is appropriate and enforce
this Agreement in its modified scope or duration.
With respect to Section 12 of this Agreement, State Street agrees that
if it enters into a securities lending arrangement with any other registered
investment management company on terms and conditions more advantageous to such
registered investment management company than those contained in Section 12 of
this Agreement, then State Street shall fully and promptly notify the Portfolios
of such terms and conditions and make such terms and conditions available to the
Portfolios.
18. SECURITIES INVESTORS PROTECTION ACT OF 1970 NOTICE.
EACH PORTFOLIO IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE
SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT A PORTFOLIO WITH
RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL
DELIVERED TO THE A PORTFOLIO MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF
THE BROKER'S OR DEALER'S OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO
RETURN THE SECURITIES.
19. COUNTERPARTS.
The Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one (1) instrument.
20. CLIENT LIMITATION OF LIABILITY.
The First Amended and Restated Master Trust Agreement, dated October 13,
1993 (the "Master Trust Agreement"), as amended from time to time, establishing
the Trust, 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
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 nothing in this Agreement shall be construed as binding upon any of
the shareholders, trustees, officers, employees or agents of the Trust,
personally, but shall bind only the trust property of the Trust, as provided in
the Master Trust Agreement.
21. MODIFICATION.
This Agreement shall not be modified except by an instrument in writing
signed by the parties hereto..
SSgA FUNDS, on behalf of each portfolio listed on
Schedule A, severally and not jointly
Name:
--------------------------------------------
By:
----------------------------------------------
Its:
---------------------------------------------
STATE STREET BANK AND TRUST COMPANY
Name:
--------------------------------------------
By:
----------------------------------------------
Its:
---------------------------------------------
SCHEDULE A
This Schedule is attached to and made part of the
Securities Lending
Authorization Agreement, dated the ____ day of _______, 1998 between
SSgA FUNDS on behalf of each listed below, severally and not jointly
("Portfolio") and STATE STREET BANK AND TRUST COMPANY ("State Street").
PORTFOLIO NAME TAXPAYER IDENTIFICATION NUMBER
SSgA Matrix Equity ▇▇-▇▇▇▇▇▇▇
SSgA S & P 500 Index ▇▇-▇▇▇▇▇▇▇
SSgA Small Cap ▇▇-▇▇▇▇▇▇▇
SSgA Yield Plus ▇▇-▇▇▇▇▇▇▇
SSgA Active International ▇▇-▇▇▇▇▇▇▇
SSgA Bond Market ▇▇-▇▇▇▇▇▇▇
SSgA Growth and Income ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate ▇▇-▇▇▇▇▇▇▇
SSgA Emerging Markets ▇▇-▇▇▇▇▇▇▇
SSgA Real Estate Equity ▇▇-▇▇▇▇▇▇▇
SSgA International Growth Opportunities ▇▇-▇▇▇▇▇▇▇
SSgA High Yield Bond ▇▇-▇▇▇▇▇▇▇
SSgA Special Equity ▇▇-▇▇▇▇▇▇▇
SSgA Aggressive Equity ▇▇-▇▇▇▇▇▇▇
All funds have an August 31st tax year end.
SCHEDULE B
This Schedule is attached to and made part of the
Securities Lending
Authorization Agreement, dated the ____ day of _______, 1998
between
SSgA FUNDS, on behalf of each portfolio listed on Schedule A,
severally and not jointly ("Portfolio")
and STATE STREET BANK AND TRUST COMPANY ("State Street").
SCHEDULE C
This Schedule is attached to and made part of the
Securities Lending
Authorization Agreement, dated the ____day of _______, 1998
between the
SSgA FUNDS, on behalf of each portfolio listed on Schedule A,
severally and not jointly (the "Portfolios")
and STATE STREET BANK AND TRUST COMPANY ("State Street").
SCHEDULE OF FEES
1. Subject to Paragraph 2 below, all proceeds collected by State Street on
investment of Cash Collateral or any fee income shall be allocated as follows
- Seventy five percent (75%) payable to the Portfolio, and
- Twenty five percent (25%) payable to State Street.
2. All payments to be allocated under Paragraph 1 above shall be made after
deduction of such other amounts payable to State Street or to the Borrower under
the terms of the attached
Securities Lending Authorization Agreement.
3. Investment Management Fees
THE NAVIGATOR SECURITIES LENDING PRIME PORTFOLIO:
On an annualized basis, the management/trustee/custody/fund
administration/transfer agent fee for investing cash Collateral in the Navigator
Securities Lending Prime Portfolio is not more than 10.00 basis points netted
out of yield. The trustee may pay out of the assets of the Portfolio all
reasonable expenses and fees of the Portfolio, including professional fees or
disbursements incurred in connection with the operation of the
Portfolio.
SCHEDULE D
This Schedule is attached to and made part of the
Securities Lending
Authorization
Agreement, dated the ____ day of _______, 1998 between
SSgA FUNDS, on behalf
of each Portfolio listed on Schedule A, severally and not jointly
(the "Portfolios") and STATE STREET BANK AND TRUST COMPANY ("State Street").
ACCEPTABLE FORMS OF COLLATERAL
- Cash (U.S. and foreign currency);
- Securities issued or guaranteed by the United States government
or its agencies or instrumentalities;
- Sovereign debt;
- Irrevocable bank letters of credit issued by a person other than
the Borrower or an affiliate of the Borrower may be accepted as
Collateral, if State Street has determined that it is
appropriate to accept such letters of credit as Collateral under
the securities lending programs it administers; and
- Such other Collateral as the parties may agree to in writing
from time to time.
LETTER AGREEMENT
SSgA LARGE CAP VALUE FUND
SSgA LARGE CAP GROWTH OPPORTUNITIES FUND
August 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Section 2 of the
Securities Lending Authorization Agreement between
the SSgA Funds and State Street Bank and Trust Company, dated December 17, 1998,
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 Bank and Trust Company to serve as
its agent to lend Available Securities to the Funds, each as a Borrower in
accordance with the terms of the Agreement. Therefore, Schedule A is amended in
its entirety as attached.
Please acknowledge your acceptance of acting as agent for securities lending on
behalf of the Funds by executing this letter agreement in the space provided
below.
Sincerely,
SSgA FUNDS
By:
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
------------------------------
Its:
-----------------------------
AMENDED
Schedule A
August 28, 2003
This Schedule is attached to and made part of the
Securities Lending
Authorization Agreement, dated the 17th day of December, 1998, between SSgA
FUNDS on behalf of each listed below, severally and not jointly ("Portfolio")
and STATE STREET BANK AND TRUST COMPANY ("State Street").
TAXPAYER IDENTIFICATION
PORTFOLIO NAME NUMBER
------------------------------------------------------------------------
SSgA Disciplined Equity ▇▇-▇▇▇▇▇▇▇
SSgA S&P 500 Index* ▇▇-▇▇▇▇▇▇▇
SSgA Small Cap ▇▇-▇▇▇▇▇▇▇
SSgA Yield Plus ▇▇-▇▇▇▇▇▇▇
SSgA International Stock Selection ▇▇-▇▇▇▇▇▇▇
SSgA Bond Market ▇▇-▇▇▇▇▇▇▇
SSgA Core Opportunities ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate ▇▇-▇▇▇▇▇▇▇
SSgA Emerging Markets ▇▇-▇▇▇▇▇▇▇
SSgA Tuckerman Active REIT ▇▇-▇▇▇▇▇▇▇
SSgA International Growth Opportunities ▇▇-▇▇▇▇▇▇▇
SSgA High Yield Bond ▇▇-▇▇▇▇▇▇▇
SSgA Special Equity ▇▇-▇▇▇▇▇▇▇
SSgA Aggressive Equity ▇▇-▇▇▇▇▇▇▇
SSgA IAM SHARES ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate Municipal Bond ▇▇-▇▇▇▇▇▇▇
SSgA MSCI EAFE Index Fund* ▇▇-▇▇▇▇▇▇▇
SSgA Large Cap Value 91-_________
SSgA Large Cap Growth Opportunities 91-_________
All funds have an August 31st tax year end.
*These funds shall be a "Fund" hereunder only in the event that they cease to
operate as feeder portfolios.
LETTER AGREEMENT
SSgA MSCI EAFE INDEX FUND
SECURITIES LENDING AUTHORIZATION AGREEMENT
November 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Section 2 of the Securities Lending Authorization Agreement between
the SSgA Funds and State Street Bank and Trust Company, dated December 17, 1998,
the SSgA Funds advise you that it is renaming an existing but heretofore not
operating series formerly known as the SSgA International Pacific Index Fund, to
be renamed SSgA MSCI EAFE Index Fund (the "Fund"), and that the SSgA Funds
desire State Street Bank and Trust Company to serve as its agent to lend
Available Securities to the Fund as a Borrower in accordance with the terms of
the Agreement. Therefore, Schedule A is amended in its entirety as attached.
Please acknowledge your acceptance of acting as agent for securities lending on
behalf of the Fund by executing this letter agreement in the space provided
below.
Sincerely,
SSgA FUNDS
By:
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
------------------------------
Its:
-----------------------------
AMENDED
Schedule A
November 8, 2001
This Schedule is attached to and made part of the Securities Lending
Authorization Agreement, dated the 17th day of December, 1998, between SSgA
FUNDS on behalf of each listed below, severally and not jointly ("Portfolio")
and STATE STREET BANK AND TRUST COMPANY ("State Street").
TAXPAYER IDENTIFICATION
PORTFOLIO NAME NUMBER
------------------------------------------------------------------------
SSgA Disciplined Equity ▇▇-▇▇▇▇▇▇▇
SSgA S&P 500 Index* ▇▇-▇▇▇▇▇▇▇
SSgA Small Cap ▇▇-▇▇▇▇▇▇▇
SSgA Yield Plus ▇▇-▇▇▇▇▇▇▇
SSgA International Stock Selection ▇▇-▇▇▇▇▇▇▇
SSgA Bond Market ▇▇-▇▇▇▇▇▇▇
SSgA Growth and Income ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate ▇▇-▇▇▇▇▇▇▇
SSgA Emerging Markets ▇▇-▇▇▇▇▇▇▇
SSgA Tuckerman Active REIT ▇▇-▇▇▇▇▇▇▇
SSgA International Growth Opportunities ▇▇-▇▇▇▇▇▇▇
SSgA High Yield Bond ▇▇-▇▇▇▇▇▇▇
SSgA Special Equity ▇▇-▇▇▇▇▇▇▇
SSgA Aggressive Equity ▇▇-▇▇▇▇▇▇▇
SSgA IAM SHARES ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate Municipal Bond ▇▇-▇▇▇▇▇▇▇
SSgA MSCI EAFE Index Fund* ▇▇-▇▇▇▇▇▇▇
All funds have an August 31st tax year end.
*These funds shall be a "Fund" hereunder only in the event that they cease to
operate as feeder portfolios.
SECURITIES LENDING AUTHORIZATION AGREEMENT
INTERMEDIATE MUNICIPAL BOND FUND
July 11, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Section 2 of the Securities Lending Authorization Agreement between
the SSgA Funds and State Street Bank and Trust Company, dated December 17, 1998,
the SSgA Funds advise you that the SSgA Funds desire State Street Bank and Trust
Company to serve as its agent to lend Available Securities to Borrowers,
including the SSgA Intermediate Municipal Bond Fund, in accordance with the
terms of the Agreement. Therefore, Schedule A is amended in its entirety as
attached.
Please acknowledge your acceptance of acting as agent for securities lending on
behalf of the Fund by executing this letter agreement in the space provided
below.
Sincerely,
SSgA FUNDS
By:
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
------------------------------
Its:
-----------------------------
AMENDED
Schedule A
July 11, 2000
This Schedule is attached to and made part of the Securities Lending
Authorization Agreement, dated the 17th day of December, 1998, between SSgA
FUNDS on behalf of each listed below, severally and not jointly ("Portfolio")
and STATE STREET BANK AND TRUST COMPANY ("State Street").
TAXPAYER IDENTIFICATION
PORTFOLIO NAME NUMBER
------------------------------------------------------------------------
SSgA Matrix Equity ▇▇-▇▇▇▇▇▇▇
SSgA S&P 500 Index ▇▇-▇▇▇▇▇▇▇
SSgA Small Cap ▇▇-▇▇▇▇▇▇▇
SSgA Yield Plus ▇▇-▇▇▇▇▇▇▇
SSgA Active International ▇▇-▇▇▇▇▇▇▇
SSgA Bond Market ▇▇-▇▇▇▇▇▇▇
SSgA Growth and Income ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate ▇▇-▇▇▇▇▇▇▇
SSgA Emerging Markets ▇▇-▇▇▇▇▇▇▇
SSgA Tuckerman Active REIT ▇▇-▇▇▇▇▇▇▇
SSgA International Growth Opportunities ▇▇-▇▇▇▇▇▇▇
SSgA High Yield Bond ▇▇-▇▇▇▇▇▇▇
SSgA Special Equity ▇▇-▇▇▇▇▇▇▇
SSgA Aggressive Equity ▇▇-▇▇▇▇▇▇▇
SSgA IAM SHARES ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate Municipal Bond ▇▇-▇▇▇▇▇▇▇
SECURITIES LENDING AUTHORIZATION AGREEMENT
June 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Section 2 of the Securities Lending Authorization Agreement between
the SSgA Funds and State Street Bank and Trust Company, dated December 17, 1998,
the SSgA Funds advise you that the SSgA Funds desire State Street Bank and Trust
Company to serve as its agent to lend Available Securities to Borrowers,
including the SSgA IAM SHARES Fund, in accordance with the terms of the
Agreement. Therefore, Schedule A is amended in its entirety as attached.
Please acknowledge your acceptance of acting as agent for securities lending on
behalf of the Fund by executing this letter agreement in the space provided
below.
Sincerely,
SSgA FUNDS
By:
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
------------------------------
Its:
-----------------------------
AMENDED
Schedule A
July 11, 2000
This Schedule is attached to and made part of the Securities Lending
Authorization Agreement, dated the 17th day of December, 1998, between SSgA
FUNDS on behalf of each listed below, severally and not jointly ("Portfolio")
and STATE STREET BANK AND TRUST COMPANY ("State Street").
TAXPAYER IDENTIFICATION
PORTFOLIO NAME NUMBER
------------------------------------------------------------------------
SSgA Matrix Equity ▇▇-▇▇▇▇▇▇▇
SSgA S&P 500 Index ▇▇-▇▇▇▇▇▇▇
SSgA Small Cap ▇▇-▇▇▇▇▇▇▇
SSgA Yield Plus ▇▇-▇▇▇▇▇▇▇
SSgA Active International ▇▇-▇▇▇▇▇▇▇
SSgA Bond Market ▇▇-▇▇▇▇▇▇▇
SSgA Growth and Income ▇▇-▇▇▇▇▇▇▇
SSgA Intermediate ▇▇-▇▇▇▇▇▇▇
SSgA Emerging Markets ▇▇-▇▇▇▇▇▇▇
SSgA Tuckerman Active REIT ▇▇-▇▇▇▇▇▇▇
SSgA International Growth Opportunities ▇▇-▇▇▇▇▇▇▇
SSgA High Yield Bond ▇▇-▇▇▇▇▇▇▇
SSgA Special Equity ▇▇-▇▇▇▇▇▇▇
SSgA Aggressive Equity ▇▇-▇▇▇▇▇▇▇
SSgA IAM SHARES ▇▇-▇▇▇▇▇▇▇