Exhibit 99.22(h)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE SEVEN SEAS SERIES FUND
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Article 1 Terms of Appointment; Duties of the Bank 1
Article 2 Fees and Expenses 5
Article 3 Representations and Warranties of the Bank 5
Article 4 Representations and Warranties of the Fund 6
Article 5 Indemnification 7
Article 6 Covenants of the Fund and the Bank 10
Article 7 Termination of Agreement 11
Article 8 Additional Funds 11
Article 9 Assignment 12
Article 10 Amendment 12
Article 11 Massachusetts Law to Apply 12
Article 12 Merger of Agreement 13
Article 13 Limitation of Liability 13
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 11th day of April, 1988, by and between The Seven Seas
Fund Series Fund, a Massachusetts business trust, having its principal office
and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in one series, The Seven
Seas Series Money Market Fund (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 8, being herein referred to as a Portfolio and
collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent and agent in connection with certain
other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual convenants herein contained, the
parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.01 Subject to the terms and conditions set forth in this Agreement, the
Fund on behalf of the Portfolios hereby employs and appoints the Bank to act as,
and the Bank agrees to act as its transfer agent for the authorized and issued
shares of beneficial interest of the Fund representing interests in each of the
respective Portfolios ("Shares"), dividend disbursing agent and in connection
with any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund ("Shareholders")
and set out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund on behalf of the applicable Portfolio,
including without limitation any periodic investment plan or periodic withdrawal
program.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios,
as applicable and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation therefor
to the Custodian of the Fund authorized pursuant to the
Declaration of Trust of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate
Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation
therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio; and
(vii) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(viii) Record the issuance of Shares and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of
Shares which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. Bank shall
also provide the Fund on a regular basis with the total
number of Shares which are authorized and issued and
outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the
issue or sale of such Shares, which functions shall be
the sole responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), the Bank shall: (i) perform all of the
customary services of a transfer agent, dividend disbursing agent
and, as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information
and (ii) provide a system which will enable the Fund to monitor
the total number of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to the Bank in writing
those transactions and assets to be treated as exempt from blue
sky reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of the Bank for the Fund's blue sky State
registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by
the Fund and the reporting of such transactions to the Fund as
provided above.
Procedures applicable to certain of these services may be
established from time to time by agreement between the Fund and
the Bank.
Article 2 FEES AND EXPENSES
2.01 For performance by the Bank pursuant to this Agreement, the Fund agrees
on behalf of each of the Portfolios to pay the Bank an annual maintenance fee
for each Shareholder account as set out in the initial fee schedule attached
hereto. Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Bank for out-of-pocket
expenses or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the Bank
at the request or with the consent of the Fund, will be reimbursed by the Fund
on behalf of the applicable Portfolio.
2.03 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the mailing of the respective
billing notice. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all Shareholder accounts shall be advanced to the Bank by the
Fund at least seven (7) days prior to the mailing date of such materials.
Article 3 REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.03 It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Bank that:
4.01 It is a business trust duly organized and existing and in good standing
under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 on behalf of
each of the Portfolios is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares being offered for sale.
Article 5 INDEMNIFICATION
5.01 The Bank shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required
to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of the breach
of any representation or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records and documents which (i)
are received by the Bank or its agents or subcontractors and
furnished to it by or on behalf of the Fund, and (ii) have been
prepared and/or maintained by the Fund or any other person or
firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund on
behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in
such state or in violation of any stop order or other
determination or ruling by any federal agency or any state with
respect to the offer or sale of such Shares in such state.
5.02 The Bank shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission to
act by the Bank as a result of the Bank's lack of good faith, negligence or
willful misconduct.
5.03 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Fund, reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction, information, data,
records or documents provided the Bank or its agents or subcontractors by
machine readable input,
telex, CRT data entry or other similar means authorized by the Fund, and shall
not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.04 In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.06 In order that the indemnification provisions contained in this Article 5
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 COVENANTS OF THE FUND AND THE BANK
6.01 The Fund shall on behalf of each of the Portfolios promptly furnish to
the Bank the following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of the Bank and the execution and
delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and
all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.03 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
6.04 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
6.05 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection. The
Bank reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
Article 7 TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund on behalf of the applicable Portfolio(s). Additionally, the Bank
reserves the right to charge for any other reasonable expenses associated with
such termination and/or a charge equivalent to the average of three (3) months'
fees.
Article 8 ADDITIONAL FUNDS
8.01 In the event that the Fund establishes one or more series of Shares in
addition to the Money Market Series with respect to which it desires to have
State Street render services as transfer agent under the terms hereof, it shall
so notify State Street in writing, and if State Street agrees in writing to
provide such services, such series of Shares shall become a Portfolio hereunder.
Article 9 ASSIGNMENT
9.01 Except as provided in Section 9.03 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of
1934 ("Section 17A(c)(1)"), (ii) a BFDS subsidiary duly registered as a transfer
agent pursuant to Section 17A(c)(1) or (iii) a BFDS affiliate; provided,
however, that the Bank shall be as fully responsible to the Fund for the acts
and omissions of any subcontractor as it is for its own acts and omissions.
Article 10 AMENDMENT
10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Trustees of the Fund.
Article 11 MASSACHUSETTS LAW TO APPLY
11.01 This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
Article 12 MERGER OF AGREEMENT
12.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
Article 13 LIMITATION OF LIABILITY
13.01 The Master Trust Agreement dated October 3, 1987, as amended from time
to time, establishing the Fund, 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 Seven Seas Series Fund 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 Fund hereunder
shall not be binding upon any of the Shareholders, Trustees, officers,
employees, or agents of the Fund, personally, but shall bind only the trust
property of the Fund, as provided in its Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees of the Fund
and signed by an officer of the Fund, 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 Fund as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf under their seals by and through their duly
authorized officers, as of the day and year first above written.
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Vice President
ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ signature illegible
-----------------------
Vice President
ATTEST:
/s/ signature illegible
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Assistant Secretary
FEE SCHEDULE
Effective January 1, 2003
TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN
SSgA FUNDS
(f. k. a. THE SEVEN SEAS SERIES FUND) AND STATE STREET BANK AND TRUST
COMPANY
DATED APRIL 1, 1988
ANNUAL MAINTENANCE CHARGES: The per account annual fee will be billed at a rate
of 1/12 of the annual fee for each fund account serviced during the month.
Accounts serviced as defined as all open accounts at month end and accounts that
close during the month.
ANNUAL ACCOUNT SERVICE FEES
OPEN ACCOUNT FEE $ 13.35
Closed Account Fee $ 2.57
Investor Fee $ 1.85
CDSC Fee $ 3.09
Fund Minimum (Per CUSIP)
1 to 25 CUSIPS $ 24,648
26 TO 35 CUSIPS $ 20,000
OVER 35 CUSIPS $ 12.000
ACTIVITY BASED FEES
TELEPHONE CALLS $ 3.00
TELEPHONE CALLS (TELESERVICING) $ 5.00
TELEPHONE TRANSACTION (PURCHASE/REDEMPTION) $ 5.00
Fulfillment $ 5.00
FIDUCIARY FEES
▇▇▇ Custodial Maintenance Fee (per Account) $ 10.00
OUT-OF-POCKET EXPENSES
Out-of-Pocket expenses include but are not limited to: confirmation statements,
investor statements, banking fees, postage, forms, telephone, records retention,
customized programming/enhancements, reports, transcripts, microfilm,
microfiche, audio response, proxy tabulation, movement of records and expenses
incurred at the specific direction of the Fund.
COST OF LIVING ADJUSTMENT
Beginning April 1, 2004, unless the parties shall otherwise agree, the total fee
for all Annual Account Service Fees shall equal the fee that would be charged
for the same services based on this Fee Schedule increased by the percentage
increase for the twelve-month period of such previous calendar year of the
Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Boston
area, as published bimonthly by the United States Department of Labor, Bureau of
Labor Statistics, or, in the event that publication of such Index is terminated,
any successor or substitute index, appropriately adjusted, acceptable to both
parties
FEE SCHEDULE
Effective January 1, 2003
TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN
SSgA FUNDS
(f. k. a. THE SEVEN SEAS SERIES FUND) AND STATE STREET BANK AND TRUST
COMPANY
DATED APRIL 1, 1988
FEE TERM
The parties agree that this Fee Schedule shall remain in effect through April
12, 2003 and from year to year until it is revised as a result of negotiations
initiated by either party.
SSgA FUNDS STATE STREET BANK AND
TRUST COMPANY
BY: BY:
--------------------------------- --------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chairman of the Board Executive Vice President
November 25, 2002
▇▇▇ ▇▇▇▇
SSgA Funds
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Dear ▇▇▇:
As you finalize your planning cycle for 2003, this letter should assist in
understanding and incorporating changes to the pricing of certain compliance
functions provided by Boston Financial. Compliance requirements have increased
significantly over the past several years as a result of initiatives such as
"Know Your Customer", Office of Foreign Asset Control, and fraud prevention. As
regulations have changed, Boston Financial has kept current and, in fact, been
out in front of the requirements in adapting our procedures and systems to
accommodate new and modified legislation.
Most recently, legislation enacted surrounding the USA Patriot Act and anti
money laundering has impacted our business. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 will
require additional support to our mutual fund clients including sub
certification and the potential for more frequent SAS 70 review. In order to
ensure compliance, we have increased our review requirements, including cash
equivalents, OFAC update lists, SEC and other governmental agency lists required
under the Acts. Procedures have been modified to monitor various types of
activity considered unusual or suspicious, as well as customer identification
and verification. These requirements have a significant impact on staffing,
workflow and cost. Boston Financial is also assuming the additional costs
necessary to comply with the audit requirements of the rule.
Due to these regulatory changes and the required increase in our services
provided to you, effective January 2003, we are introducing an annual fee of 15
cents per non-networked level 3 account. An additional 5 cents will be charged
for each foreign account. There will be a minimum monthly charge of $200 for
each management company. This charge will also represent the consideration
referred to in our recent letter modifying our agreement and delegating certain
duties in connection with the USA Patriot Act of 2001.
There are no other changes to the discretionary fees detailed to you last year.
If you need a listing of all discretionary fees outlined previously, please let
us know. Boston Financial thanks you again for your business and will continue
to look for ways to delivery quality service as efficiently as possible.
Sincerely,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
November 19, 2002
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chairman of the Board
SSgA Funds
▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇:
SSgA Funds (the "Fund") and State Street Bank and Trust Company (the "Transfer
Agent") are parties to an agreement dated as of April 11, 1988 (the "Agreement")
under which the Transfer Agent performs certain transfer agency and/or
record-keeping services for the Fund. In connection with the enactment of the
USA PATRIOT Act of 2001 and the regulations promulgated thereunder
(collectively, the "PATRIOT Act"), the Fund has requested and the Transfer Agent
has agreed to amend the Agreement as of the date hereof in the manner set forth
below:
WHEREAS, the PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Fund recognize the importance of complying with the PATRIOT Act and
the Fund has adopted a written anti-money laundering program, which is designed
to satisfy the requirements of the PATRIOT Act, (the "Fund's Program");
WHEREAS, the PATRIOT Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the fund's anti-money laundering program; and
WHEREAS, the Fund desire to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
desires to accept such delegation.
NOW THEREFORE, 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:
DELEGATION; DUTIES
1.1 Subject to the terms and conditions set forth in the Agreement, the Fund
hereby delegates to the Transfer Agent those aspects of the Fund's Program that
are set forth on Exhibit A, attached hereto. The duties set forth on Exhibit A
may be amended, from time to time, by mutual agreement of the parties upon the
execution by both parties of a revised Exhibit A bearing a later date than the
date hereof.
1.2 The Transfer Agent agrees to perform such delegated duties, with respect
to the ownership of shares in the Fund for which the Transfer Agent maintains
the applicable shareholder information, subject to and in accordance with the
terms and conditions of the Agreement.
CONSENT TO EXAMINATION
2.1 In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges that the
Fund remains responsible for assuring compliance with the PATRIOT Act and that
the records the Transfer Agent maintains for the Fund relating to the Fund'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 Fund may also engage the services of a third party ("agent") to review its
anti-money laundering and know your customer policies and procedures and as a
necessary part thereof may request that such agent examine or inspect the
records maintained by the Transfer Agent for the Fund. The Transfer Agent hereby
consents to such examination and/or inspection and agrees to cooperate with such
federal examiners and Fund's agent 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 and Fund's agent.
3. LIMITATION ON DELEGATION.
3.1 The Fund acknowledges and agrees that in delegating the duties hereunder
to the Transfer Agent, the Transfer Agent is agreeing to perform only those
aspects of the Fund's Program that have been expressly delegated hereby and is
not undertaking and shall not be responsible for any other aspect of the Fund's
Program or for the overall compliance by the Fund with the PATRIOT Act.
Additionally, the parties acknowledge and agree that the Transfer Agent shall
only be responsible for performing the delegated duties with respect to the
ownership of shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information.
4. EXPENSES.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable administrative expense that
may be associated
2
with such additional duties. Transfer Agent agrees to provide the Fund with
thirty (30) days prior notice of such fees. The terms of the Agreement shall
apply with respect to the payment of such expense in the same manner and to the
same extent as any other expenses incurred under the Agreement.
5. MISCELLANEOUS.
Transfer Agent agrees that if any modification or amendment regarding its duties
under this Agreement should become desired by the Fund due to any new or amended
US federal regulatory requirements applicable to the Fund, such modification or
amendment shall be made as soon as agreed to by the Transfer Agent and the Fund
(including with respect to any additional fees and expenses) at the request of
the Fund. .
5.2 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
5.3. 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.
Witnessed By: STATE STREET BANK AND TRUST COMPANY
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: Executive Vice President
------------------------
Title:
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Witnessed By:
SSgA FUNDS
By:
----------------------------- -----------------------------
Name: Name:
------------------------ ---------------------------
Title: Title:
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EXHIBIT A
DELEGATED DUTIES
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
Submit all financial and non-financial transactions through the Office of
Foreign Assets Control ("OFAC") database and the Securities and Exchange
Commission ("SEC") Control Lists.
Review redemption transactions that occur within thirty (30) days of account
establishment or maintenance.
Review wires sent to banking instructions other than those on file.
Review a shareholder's account for unusual activity when purchases and
redemptions by the shareholder (based on social security number within the
Funds) reach the $100,000 threshold that has been set on the "Unusual Activity
Warning System."
Review accounts to identify those established by known offenders attempting
fraud and once identified, freeze such accounts.
Monitor and track cash equivalents under $10,000 for a rolling twelve-month
period and file Form 8300 as necessary.
File suspicious activity reports as necessary.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a suspicious activity report, a Form 8300 or other similar report or notice to
OFAC or other regulatory agency, then the Transfer Agent shall also immediately
notify the Fund, unless prohibited by applicable law.
STATE STREET BANK AND TRUST
SSgA FUNDS
COMPANY
By: By:
----------------------------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President Name:
----------------------------
Title:
----------------------------
Date:
-----------------------
EXHIBIT A
DELEGATED DUTIES
Date: September 15, 2003
Consistent with the services provided by the Transfer Agent and with respect to
the ownership of shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information, the Transfer Agent shall:
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.
Submit special payee checks through the OFAC database.
Review redemption transactions that occur within thirty (30) days of account
establishment or maintenance.
Review wires sent pursuant to banking instructions other than those on file with
the Transfer Agent.
Review accounts with small balances followed by large purchases.
Review accounts with frequent activity within a specified date range followed by
a large redemption.
On a daily basis, review purchase and redemption activity per tax identification
number ("TIN") within the Funds to determine if activity for that TIN exceeded
the $100,000 threshold on any given day.
Compare all new accounts and registration maintenance through the Known
Offenders database and notify the Fund of any match.
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.
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
Fund 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.
Compare account information to any FinCEN request received by the Fund and
provided to the Transfer Agent pursuant to Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 ("USA PATRIOT Act") Sec. 314(a). Provide the Fund with
documents/information necessary to respond to requests under USA PATRIOT Act
Sec. 314(a) within required time frames.
EXHIBIT A
DELEGATED DUTIES
Date: September 15, 2003
(i) Verify the identity of any person seeking to open an account with the Fund,
(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 Fund 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 Fund unless
prohibited by applicable Law.
SSgA FUNDS STATE STREET BANK AND TRUST COMPANY
By: By:
------------------------------- --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive
Vice President
Name:
-----------------------------
Title:
----------------------------
LETTER AGREEMENT
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the
Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, The Seven Seas Series Fund advises you that it is creating a new
series to be named The Seven Seas Series US Government Money Market Fund (the
"Fund") and that The Seven Seas Series Fund desires State Street Bank and Trust
Company to serve as transfer agent with respect to the Fund pursuant to the
terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Fund shall be until
April 12, 1992.
Please acknowledge your acceptance of acting as Transfer Agent to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ Gustaff Fish, Jr.
---------------------
LETTER AGREEMENT
January 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the
Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating six new series to be named The Seven Seas Series Short Term Government
Bond Fund, The Seven Seas Series S&P 500 Index Fund, The Seven Seas Series S&P
Midcap Index Fund, The Seven Seas Series Matrix Synthesis Fund, The Seven Seas
Series International European Index Fund, and The Seven Seas Series
International Pacific Index Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the New Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1993.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ signature illegible
-----------------------
LETTER AGREEMENT
July 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating two new series to be named The Seven Seas Series Bond Market Fund and
The Seven Seas Series Yield Plus Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the New Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1994.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ signature illegible
-----------------------
LETTER AGREEMENT
THE SEVEN SEAS SERIES US TREASURY MONEY MARKET FUND
THE SEVEN SEAS SERIES US TREASURY OBLIGATIONS FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
January 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating two new series to be named The Seven Seas Series US Treasury Money
Market Fund and The Seven Seas Series US Treasury Obligations Fund (the "New
Funds") and that The Seven Seas Series Fund desires State Street Bank and Trust
Company to serve as Transfer Agent with respect to the New Funds pursuant to the
terms and conditions of the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1993.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ signature illegible
-----------------------
Vice President
LETTER AGREEMENT
THE SEVEN SEAS SERIES GROWTH AND INCOME FUND
THE SEVEN SEAS SERIES INTERMEDIATE FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
April 7, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 11,
1988, as amended, The Seven Seas Series Fund advises you that it is creating two
new series to be named The Seven Seas Series Growth and Income Fund and The
Seven Seas Series Intermediate Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the New Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1994.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Senior Vice President
LETTER AGREEMENT
THE SEVEN SEAS SERIES PRIME MONEY MARKET PORTFOLIO
THE SEVEN SEAS SERIES EMERGING MARKETS FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
January 19, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Prime Money Market Portfolio
and The Seven Seas Series Emerging Markets Fund (the "Portfolios") and that The
Seven Seas Series Fund desires State Street Bank and Trust Company to serve as
Transfer Agent with respect to the Portfolios pursuant to the terms and
conditions of the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Portfolios shall be
until April 6, 1994.
Please acknowledge your acceptance of acting as Transfer Agent to the Portfolios
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ Gustaff Fish, Jr.
------------------------------
Senior Vice President
LETTER AGREEMENT
THE SEVEN SEAS SERIES TAX FREE MONEY MARKET FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
July 13, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating a new series to be named The Seven Seas Series Tax Free Money Market
Fund, Class A, Class B and Class C ("Tax Free Fund") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the Tax Free Fund pursuant to the terms and conditions of
the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Tax Free Fund shall be
until April 12, 1995.
Please acknowledge your acceptance of acting as Transfer Agent to the Tax Free
Fund by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
LETTER AGREEMENT
THE SEVEN SEAS SERIES REAL ESTATE FUND
THE SEVEN SEAS SERIES SMALL CAP FUND
THE SEVEN SEAS SERIES ACTIVE INTERNATIONAL FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
October 25, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that (1) it
is creating a new series to be named The Seven Seas Series Real Estate Equity
Fund, (2) it has changed the investment objective and policies of The Seven Seas
Series Midcap Index Fund and renamed it The Seven Seas Series Small Cap Fund,
and (3) it has changed the investment objective and policies of The Seven Seas
Series International European Index Fund and renamed it The Seven Seas Series
Active International Fund (collectively, the "Funds"), and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Funds shall be until
April 12, 1995.
Please acknowledge your acceptance of acting as Transfer Agent to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Executive Vice President
LETTER AGREEMENT
SSgA LIFE SOLUTIONS INCOME AND GROWTH FUND
SSgA LIFE SOLUTIONS BALANCED FUND
SSgA LIFE SOLUTIONS GROWTH FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
April 10, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating three new series to be
named SSgA Life Solutions Income and Growth Fund, SSgA Life Solutions Balanced
Fund, and SSgA Life Solutions Growth Fund (collectively, the "Funds"), and that
the SSgA Funds desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Funds shall be until
April 12, 1998.
Please acknowledge your acceptance of acting as Transfer Agent to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
Its:
-------------------------------
LETTER AGREEMENT
SSgA SPECIAL FUND
SSgA INTERNATIONAL GROWTH OPPORTUNITIES FUND
SSgA HIGH YIELD BOND FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
April 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating three new series to be
named SSgA Special Fund, SSgA International Growth Opportunities Fund, and SSgA
High Yield Bond Fund (collectively, the "Funds"), and that the SSgA Funds
desires State Street Bank and Trust Company to serve as Transfer Agent with
respect to the Funds pursuant to the terms and conditions of the Transfer Agency
and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Funds shall be until
April 12, 1999.
Please acknowledge your acceptance of acting as Transfer Agent to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
Its:
-------------------------------
LETTER AGREEMENT
SSgA AGGRESSIVE EQUITY FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
September 1, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating a new series to be
named SSgA Aggressive Equity Fund (the "Fund"), and that the SSgA Funds desires
State Street Bank and Trust Company to serve as Transfer Agent with respect to
the Fund pursuant to the terms and conditions of the Transfer Agency and Service
Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Fund shall be until
April 12, 1999.
Please acknowledge your acceptance of acting as Transfer Agent to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
Its:
-------------------------------
LETTER AGREEMENT
SSgA IAM SHARES FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
May 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating a new series to be
named SSgA IAM SHARES Fund (the "Fund"), and that the SSgA Funds desires State
Street Bank and Trust Company to serve as Transfer Agent with respect to the
Fund pursuant to the terms and conditions of the Transfer Agency and Service
Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Fund shall be until
April 12, 1999.
Please acknowledge your acceptance of acting as Transfer Agent to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
Its:
-------------------------------
LETTER AGREEMENT
SSgA INTERMEDIATE MUNICIPAL BOND FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
May 30, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
C/o Boston Financial Data Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating a new series to be
named SSgA Intermediate Municipal Bond Fund, and that the SSgA Funds desires
State Street Bank and Trust Company to serve as Transfer Agent with respect to
the Fund pursuant to the terms and conditions of the Transfer Agency and Service
Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this
letter, returning one to the Fund and retaining one for your records.
Sincerely,
SSgA FUNDS
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice Chairman
LETTER AGREEMENT
SSgA LARGE CAP VALUE FUND
SSgA LARGE CAP GROWTH OPPORTUNITIES FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
August 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
C/o Boston Financial Data Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, 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 desires State Street Bank and Trust
Company to serve as Transfer Agent with respect to the Funds pursuant to the
terms and conditions of the Transfer Agency and Service Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this
letter, returning one to the undersigned and retaining one for your records.
Sincerely,
SSgA FUNDS
By:
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
LETTER AGREEMENT
SSgA DIRECTIONAL CORE EQUITY FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
______________, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
C/o Boston Financial Data Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
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Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating a new series to be
named SSGA Directional Core Equity Fund (the "Fund"), and that the SSgA Funds
desires State Street Bank and Trust Company to serve as Transfer Agent with
respect to the Fund pursuant to the terms and conditions of the Transfer Agency
and Service Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this
letter, returning one to the undersigned and retaining one for your records.
Sincerely,
SSgA FUNDS
By:
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President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
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LETTER AGREEMENT
SSgA ENHANCED SMALL CAP FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
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▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
C/o Boston Financial Data Services, Inc.
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Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating a new series to be
named SSGA Enhanced Small Cap Fund (the "Fund"), and that the SSgA Funds desires
State Street Bank and Trust Company to serve as Transfer Agent with respect to
the Fund pursuant to the terms and conditions of the Transfer Agency and Service
Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this
letter, returning one to the undersigned and retaining one for your records.
Sincerely,
SSgA FUNDS
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
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