EXHIBIT 99.22(g)(1)
CUSTODIAN CONTRACT
Between
THE SEVEN SEAS SERIES FUND
and
STATE STREET BANK AND TRUST COMPANY
[STATE STREET(R) LOGO]
FOR EVERYTHING YOU INVEST IN(SM)
TABLE OF CONTENTS
PAGE
----
1. Employment of Custodian and Property to be Held By It 1
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian 2
2.1 Holding Securities 2
2.2 Delivery of Securities 3
2.3 Registration of Securities 8
2.4 Bank Accounts 9
2.5 Payments for Shares 9
2.6 Availability of Federal Funds 10
2.7 Collection of Income 10
2.8 Payment of Fund Monies 11
2.9 Liability for Payment in Advance of Receipt
of Securities Purchased 14
2.10 Payments for Repurchases or Redemptions
of Shares of the Fund 14
2.11 Appointment of Agents 15
2.12 Deposit of Fund Assets in Securities System 16
2.12A Fund Assets Held in the Custodian's Direct Paper System 19
2.13 Segregated Account 21
2.14 Ownership Certificates for Tax Purposes 22
2.15 Proxies 22
2.16 Communications Relating to Portfolio Securities 23
2.17 Authorized Persons 23
2.18 Proper Instructions 24
2.19 Actions Permitted Without Express Authority 25
2.20 Evidence of Authority 26
2.21 Affiliation Between Fund and Custodian 26
2.22 Persons Having Access to Assets of the Portfolios 27
3. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net Income 28
4. Records 28
5. Opinion of Fund's Independent Accountants 29
6. Reports to Fund by Independent Public Accountants 29
7. Compensation of Custodian 30
8. Responsibility of Custodian 30
2
9. Effective Period, Termination and Amendment 32
10. Successor Custodian 33
11. Interpretive and Additional provisions 35
12. Additional Funds 35
13. Massachusetts Law to Apply 36
14. Prior Contracts 36
15. Limitation of Liability 36
3
CUSTODIAN CONTRACT
This Contract between The Seven Seas Series Fund, a business trust organized and
existing under the laws of Massachusetts, having its principal place of business
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called the "Fund,"
and State Street Bank and Trust company, a Massachusetts trust company, having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, hereinafter called the "Custodian."
WITNESSETH:
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 (such series together with all other series
subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 12, being herein referred to as the "Portfolio(s)");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of the
Portfolios of the Fund pursuant to the provisions of the Declaration of Trust.
The Fund on behalf of the Portfolio(s) agrees to deliver to the Custodian all
securities and cash of the Portfolios, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Portfolio(s) from time to time, and the cash consideration received
by it for such new or treasury shares of beneficial interest of the Fund
representing interests in the Portfolios, ("Shares") as may be issued or sold
from time to time. The Custodian shall not be responsible for any property of a
Portfolio held or received by the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section 2.18), the
Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians, but only in accordance with an applicable
vote by the Board of Trustees of the Fund on behalf of the applicable
Portfolio(s), and provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions
of any sub-custodian so employed than any such sub-custodian has to the
Custodian.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
CUSTODIAN
2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property, including all
securities owned by such Portfolio, other than (a) securities which are
maintained pursuant to Section 2.12 in a clearing agency which acts as a
securities depository or in a book-entry system authorized by the U.S.
Department of Treasury,
4
collectively referred to herein as "Securities System" and (b)
commercial paper of an issuer for which State Street Bank and Trust
Company acts as issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper System of the Custodian
pursuant to Section 2.12A.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver
securities owned by a Portfolio held by the Custodian or in a Securities
System account of the Custodian or in the Custodian's Direct Paper book
entry system account ("Direct Paper System Account") only upon receipt
of Proper Instructions from the Fund on behalf of the applicable
Portfolio, which may be continuing instructions when deemed appropriate
by the parties, and only in the following cases:
1. Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2. Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3. In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4. To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5. To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided that, in
any such case, the cash or other consideration is to be delivered to the
Custodian;
6. To the issuer thereof, or its agent, for transfer into the name
of the Portfolio or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.11 or into the name or nominee name of any
sub-custodian appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence representing
the same aggregate face amount or number of units; PROVIDED that, in any
such case, the new securities are to be delivered to the Custodian;
7. Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom; provided that
in any such case, the Custodian shall have no responsibility or
liability for any loss arising from the delivery of such securities
prior to receiving payment for such securities except as may arise from
the Custodian's own negligence or willful misconduct;
8. For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any deposit
5
agreement; provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9. In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts of temporary securities
for definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10. For delivery in connection with any loans of securities made by
the Portfolio, BUT ONLY against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash or obligations issued by the
United States Government, its agencies or instrumentalities, except that
in connection with any loans for which collateral is to be credited to
the Custodian's account in the book-entry system authorized by the U.S.
Department of the Treasury, the Custodian will not be held liable or
responsible for the delivery of securities owned by the Portfolio prior
to the receipt of such collateral;
11. For delivery as security in connection with any borrowings by
the Fund on behalf of the Portfolio requiring a pledge of assets by the
Fund on behalf of the Portfolio, BUT ONLY against receipt of amounts
borrowed;
12. For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio of the Fund;
13. For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Portfolio of the Fund;
14. Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15. For any other proper corporate purpose, BUT ONLY upon receipt
of, in addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an officer of the Fund
and
6
certified by the Secretary or an Assistant Secretary, specifying the
securities of the Portfolio to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 REGISTRATION OF SECURITIES. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Portfolio or
in the name of any nominee of the Fund on behalf of the Portfolio or of
any nominee of the Custodian which nominee shall be assigned exclusively
to the Portfolio, UNLESS the Fund has authorized in writing the
appointment of a nominee to be used in common with other registered
investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted
by the Custodian on behalf of the Portfolio under the terms of this
Contract shall be in "street name" or other good delivery form.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or accounts in the name of each Portfolio of the Fund, subject
only to draft or order by the Custodian acting pursuant to the terms of
this Contract, and shall hold in such account or accounts, subject to
the provisions hereof, all cash received by it from or for the account
of the Portfolio, other than cash maintained by the Portfolio in a bank
account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the Custodian for a
Portfolio may be deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable;
PROVIDED, however, that every such bank or trust company shall be
qualified to act as a custodian under the Investment Company Act of 1940
and that each such bank or trust company and the funds to be deposited
with each such bank or trust company shall on behalf of each applicable
Portfolio be approved by vote of a majority of the Board of Trustees of
the Fund. Such funds shall be deposited by the Custodian in its capacity
as Custodian and shall be withdrawable by the Custodian only in that
capacity.
2.5 PAYMENTS FOR SHARES. The Custodian shall receive from the distributor
for the Shares or from the Transfer Agent of the Fund and deposit into
the account of the appropriate Portfolio such payments as are received
for Shares of that Portfolio issued or sold from time to time by the
Fund. The Custodian will provide timely notification to the Fund on
behalf of each such Portfolio and the Transfer Agent of any receipt by
it of payments for Shares of such Portfolio.
2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund on
behalf of each applicable Portfolio and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions from the Fund on behalf
of a Portfolio, make federal funds available to such Portfolio as of
specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for Shares of such
Portfolio which are deposited into the Portfolio's account.
7
2.7 COLLECTION OF INCOME. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which each Portfolio shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on a
timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities are
held by the Custodian or its agent thereof and shall credit such income,
as collected, to such Portfolio's custodian account. Without limiting
the generality of the foregoing, the Custodian shall detach and present
for payment all coupons and other income items requiring presentation as
and when they become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio on securities
loaned pursuant to the Provisions of Section 2.2 (10) shall be the
responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund
with such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to
which the Portfolio is properly entitled.
2.8 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall
pay out monies of a Portfolio in the following cases only:
1. Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of the Portfolio but only
(a) against the delivery of such securities or evidence of title to such
options, futures contracts or options on futures contracts to the
Custodian (or any bank, banking firm or trust company doing business in
the United States or abroad which is qualified under the Investment
Company Act of 1940, as amended, to act as a custodian and has been
designated by the Custodian as its agent for this purpose) registered in
the name of the Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for transfer; (b) in
the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.12 hereof; (c) in
the case of a purchase involving the Direct Paper System, in accordance
with the conditions set forth in Section 2.12A; (d) in the case of
repurchase agreements entered into between the Fund on behalf of the
Portfolio and the Custodian, or another bank, or a broker-dealer which
is a member of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio of
securities owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the
Portfolio or (e) for transfer to a time deposit account of the Fund in
any bank whether domestic or foreign; such transfer may be effected
prior to receipt of a confirmation from a broker and/or the applicable
bank pursuant to Proper Instructions from the Fund as defined in Section
2.18;
2. In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2 hereof;
3. For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Section 2.10 hereof;
8
4. For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments for the
account of the Portfolio: interest, taxes, management, accounting,
transfer agent and legal fees, and operating expenses of the Fund
whether or not such expenses are to be in whole or part capitalized or
treated as deferred expenses;
5. For the payment of any dividends on Shares of the Portfolio
declared pursuant to the governing documents of the Fund;
6. For payment of the amount of dividends received in respect of
securities sold short.
7. For any other proper purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution of the Board of Trustees or
of the Executive Committee of the Fund signed by an officer of the Fund
and certified by its Secretary or an Assistant Secretary, specifying the
amount of such payment, setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper purpose, and naming
the person or persons to whom such payment is to be made.
2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of securities for the account of a
Portfolio is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions
from the Fund on behalf of such Portfolio to so pay in advance, the
Custodian shall be absolutely liable to the Fund for such securities to
the same extent as if the securities had been received by the Custodian.
2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND. From such
funds as may be available for the purpose but subject to the limitations
of the Declaration of Trust and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt
of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares of a Portfolio, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares
of the Fund, the Custodian shall honor checks drawn on the Custodian by
a holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to
time between the Fund and the Custodian.
2.11 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent to carry out such
of the provisions of this Article 2 as the Custodian may from time to
time direct; PROVIDED, however, that the appointment of any agent shall
not relieve the Custodian of its responsibilities or liabilities
hereunder.
9
2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The Custodian may deposit
and/or maintain securities owned by a Portfolio in a clearing agency
registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities System" in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1. The Custodian may keep securities of the Portfolio in a
Securities System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System which
shall not include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
2. The records of the Custodian with respect to securities of the
Portfolio which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Portfolio;
3. The Custodian shall pay for securities purchased for the account
of the Portfolio upon (i) receipt of advice from the Securities System
that such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and payment for the account of the Portfolio. Copies of all
advices from the Securities System of transfers of securities for the
account of the Portfolio shall identify the Portfolio, be maintained for
the Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the custodian shall furnish the Fund on behalf of
the Portfolio confirmation of each transfer to or from the account of
the Portfolio in the form of a written advice or notice and shall
furnish to the Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's transactions in the Securities
System for the account of the Portfolio.
4. The Custodian shall provide the Fund for the Portfolio with any
report obtained by the Custodian on the Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
5. The Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 9 hereof;
6. Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the Portfolio
for any loss or damage to the Portfolio resulting from use of the
Securities System by reason of any negligence, misfeasance or misconduct
of the Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the Securities System; at
the election of the Fund, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim against the Securities
System or any other person which the Custodian may have as a consequence
of any such loss or damage if and to the extent that the Portfolio has
not been made whole for any such loss or damage.
10
2.12A FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The Custodian
may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following
provisions:
1. No transaction relating to securities in the Direct Paper System
will be effected in the absence of Proper Instructions from the Fund on
behalf of the Portfolio;
2. The Custodian may keep securities on the Portfolio in the Direct
Paper System only if such securities are represented in an account
("Account") of the Custodian in the Direct Paper System which shall not
include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
3. The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall identify
by book-entry those securities belonging to the Portfolio;
4. The Custodian shall pay for securities purchased for the account
of the Portfolio upon the making of an entry on the records of the
Custodian to reflect such payment and transfer of securities to the
account of the Portfolio. The Custodian shall transfer securities sold
for the account of the Portfolio upon the making of an entry of the
records of the Custodian to reflect such transfer and receipt of payment
for the account of the Portfolio;
5. The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the Portfolio,
in the form of a written advice or notice, of Direct Paper on the next
business day following such transfer and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets reflecting
each day's transaction in the Securities System for the account of the
Portfolio;
6. The Custodian shall provide the Fund on behalf of the Portfolio
with any report on its system of internal accounting control as the Fund
may reasonably request from time to time.
2.13 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the Fund on behalf
of the Portfolio, the Custodian and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures commission
merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio, (ii) for purposes of
segregating cash or government securities in connection with options
purchased, sold or
11
written by the Portfolio or commodity futures contracts or options
thereon purchased or sold by the Portfolio, (iii) for the purposes of
compliance by the Portfolio with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or releases of
the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, BUT ONLY, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund on
behalf of the applicable Portfolio, a certified copy of a resolution of
the Board of Trustees or of the Executive Committee signed by an officer
of the Fund and certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes.
2.14 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of each Portfolio held by it and in
connection with transfers of securities.
2.15 PROXIES. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in the
name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.16 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. The Custodian shall
transmit promptly to the Fund for each Portfolio all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith and notices
of exercise of call and put options written by the Fund on behalf of the
Portfolio and the maturity of futures contracts purchased or sold by the
Portfolio) received by the Custodian from issuers of the securities
being held for the Portfolio. With respect to tender or exchange offers,
the Custodian shall transmit promptly to the Portfolio all written
information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Portfolio desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Portfolio shall notify the Custodian at least
three business days prior to the date on which the Custodian is to take
such action.
2.17 AUTHORIZED PERSONS. (a) Authorized Persons shall be deemed to include
the President, and any Vice President, the Secretary, the Treasurer, or
any other person, whether or not any such person is an officer or
employee of the Fund, only authorized by the Board of Trustees of the
fund to give oral instructions and written instructions on behalf of the
Fund and listed in the certification annexed hereto as Appendix A or
such other certification as may be received by the Custodian from time
to time. (b) Annexed hereto as Appendix A is a certification signed by
two of the present officers of the Fund setting forth the names and the
signatures of the present Authorized Persons. The Fund agrees to furnish
to the Custodian a new certification in similar form in the event that
any such present Authorized Person ceases to be such an Authorized
Person or in the
12
event that other or additional Authorized Persons are elected or
appointed. Until such new certification shall be received, the Custodian
shall be fully protected in acting under the provisions of this Contract
upon oral instructions or signatures of the present Authorized Persons
as set forth in the last delivered certification.
2.18 PROPER INSTRUCTIONS. Proper Instructions as used throughout this Article
2 means a writing signed or initialled by one or more Authorized
Persons. Each such writing shall set forth the specific transaction or
type of transaction involved, including a specific statement of the
purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably believes them
to have been given by an Authorized Person to give such instructions
with respect to the transaction involved. The Fund shall cause all oral
transactions to be confirmed in writing. Upon receipt of a certificate
of the Secretary or an Assistant Secretary as to the authorization by
the Board of Trustees of the Fund accompanied by a detailed description
of procedures approved by the Board of Trustees, Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices provided that the Board of Trustees and the Custodian
are satisfied that such procedures afford adequate safeguards for the
Portfolios' assets. For purposes of this Section, Proper Instructions
shall include instructions received by the Custodian pursuant to any
three-party agreement which requires a segregated asset account in
accordance with Section 2.13.
2.19 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its
discretion, without express authority from the Fund on behalf of each
applicable Portfolio:
1. make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, PROVIDED that all such payments shall be accounted for to the
Fund on behalf of the Portfolio;
2. surrender securities in temporary form for securities in
definitive form;
3. endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4. in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of the Portfolio except
as otherwise directed by the Board of Trustees.
2.20 EVIDENCE OF AUTHORITY. The Custodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been
properly executed by or on behalf of the Fund. The Custodian may receive
and accept a certified copy of a vote of the Board of Trustees of the
Fund as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action
by the Board of Trustees pursuant to the Declaration of Trust as
described in such vote, and such vote may be considered as in full force
and effect until receipt by the Custodian of written notice to the
contrary.
13
2.21 AFFILIATION BETWEEN FUND AND CUSTODIAN. It is understood the Trustees,
officers, employees, agents and shareholders of the Fund, and the
officers, directors, employees, agents and shareholders of the Fund's
investment advisor, are or may be interested in the Custodian as
directors, officers, employees, agents, stockholders, or otherwise, and
that the directors, officers, employees, agents or stockholders of the
Custodian may be interested in the Fund as Trustees, officers,
employees, agents, shareholders, or otherwise, or in the investment
advisor as officers, directors, employees, agents, shareholders or
otherwise.
2.22 PERSONS HAVING ACCESS TO ASSETS OF THE PORTFOLIOS. (a) No Trustee,
officer, employee or agent of the Fund shall have physical access to the
assets of the Fund held by the Custodian or be authorized or permitted
to withdraw any investments of the Fund, nor shall the Custodian deliver
any assets of the Fund to any such person. No officer or director,
employee or agent of the Custodian who holds any similar position with
the Fund or the Adviser shall have access to the assets of the Fund. (b)
Only officers and employees of the Custodian shall have access to the
assets of the Fund. Such officers and employees shall be identified by
certification signed by a duly authorized officer of the Custodian from
time to time. The Custodian shall advise the Fund of any change in the
individual authorized to have access to the assets of the Fund by
written notice to the Fund. (c) Nothing in this Section 2.22 shall
prohibit any officer, employee or agent of the Fund, or any officer,
director, employee or agent of the Adviser, from giving oral
instructions or written instructions to the Custodian or executing a
Certificate so long as it does not result in delivery of or access to
assets of the Fund prohibited by paragraph (a) of this Section 2.22.
3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION
OF NET ASSET VALUE AND NET INCOME.
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Trustees of the Fund to
keep the books of account of each Portfolio and/or compute the net asset
value per share of the outstanding shares of each Portfolio or, if
directed in writing to do so by the Fund on behalf of the Portfolio,
shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also calculate
daily the net income of the Portfolio as described in the Fund's
currently effective prospectus related to such Portfolio and shall
advise the Fund and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer of the Fund
to do so, shall advise the Transfer Agent periodically of the division
of such net income among its various components. The calculations of the
net asset value per share and the daily income of each Portfolio shall
be made at the time or times described from time to time in the Fund's
currently effective prospectus related to such Portfolio.
4. RECORDS
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this
Contract in such manner as will meet the obligations of the
14
Fund under the Investment Company Act of 1940, with particular attention
to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable
federal and state tax laws and any other law or administrative rules or
procedures which may be applicable to the Fund. All such records shall
be the property of the Fund and shall at all times during the regular
business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund, Auditors employed
by the Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
5. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from
year to year favorable opinions from the Fund's independent accountants
with respect to its activities hereunder in connection with the
preparation of the Fund's Form N-1A, Form N-SAR or other annual reports
to the Securities and Exchange Commission and with respect to any other
requirements of such Commission.
6. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with
reports by independent public accountants on the accounting system,
internal accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including securities
deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports,
shall be of sufficient scope and in sufficient detail, as may reasonably
be required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if
there are no such inadequacies, the reports shall so state.
7. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between the Fund on behalf of each applicable Portfolio and the
Custodian.
8. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it
or delivered by it pursuant to this Contract and shall be held harmless
in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by
the proper party or parities, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options
agreement. The
15
Custodian shall be held to the exercise of reasonable care in carrying
out the provisions of this Contract, but shall be kept indemnified by
and shall be without liability to the Fund for any action taken or
omitted by it in good faith without negligence. It shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Notwithstanding the
foregoing, the responsibility of the Custodian with respect to
redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Fund.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of
money or which action may, in the opinion of the Custodian, result in
the Custodian or its nominee assigned to the Fund or the Portfolio being
liable for the payment of money or incurring liability of some other
form, the Fund on behalf of the Portfolio, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity to
the Custodian in an amount and form satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for any
purpose for the benefit of a Portfolio or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the
applicable Portfolio shall be security therefor and should the Fund fail
to repay the Custodian promptly, the Custodian shall be entitled to
utilize available cash and to dispose of such Portfolio's assets to the
extent necessary to obtain reimbursement.
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may
be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take
effect not sooner than thirty (30) days after the date of such delivery
or mailing; PROVIDED, however, that the Custodian shall not with respect
to a Portfolio act under Section 2.12 hereof in the absence of receipt
of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Trustees of the Fund has approved the initial use of a
particular Securities System by such Portfolio and the receipt of an
annual certificate of the Secretary or an Assistant Secretary that the
Board of Trustees has reviewed the use by such Portfolio of such
Securities System, as required in each case by Rule 17f-4 under the
Investment Company Act of 1940, as amended and that the Custodian shall
not with respect to a Portfolio act under Section 2.12A hereof in the
absence of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has approved the initial
use of the Direct Paper System by such Portfolio and the receipt of an
annual certificate of the Secretary or an Assistant Secretary that the
Board of Trustees has reviewed the use by such Portfolio of the Direct
Paper System; PROVIDED FURTHER, however, that the Fund shall not amend
or terminate this Contract in contravention of any
16
applicable federal or state regulations, or any provision of the
Declaration of Trust, and further provided, that the Fund on behalf of
one or more of the Portfolios may at any time by action of its Board of
Trustees (i) substitute another bank or trust company for the Custodian
by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the
Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as
of the date of such termination and shall likewise reimburse the
custodian for its costs, expenses and disbursements.
10. SUCCESSOR CUSTODIAN
If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian
shall, upon termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and
shall transfer to an account of the successor custodian all of the
securities of each such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board
of Trustees of the Fund, deliver at the office of the Custodian and
transfer such securities, funds and other properties in accordance with
such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been
delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to
deliver to a bank or trust company, which is a "bank" as defined in the
Investment Company Act of 1940, doing business in Boston, Massachusetts,
of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less
than $25,000,000, all securities, funds and other properties held by the
Custodian on behalf of each applicable Portfolio and all instruments
held by the Custodian relative thereto and all other property held by it
under this Contract on behalf of each applicable Portfolio and to
transfer to an account of such successor custodian all of the securities
of each such Portfolio held in any Securities System. Thereafter, such
bank or trust company shall be the successor of the Custodian under this
Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing
to failure of the Fund to procure the certified copy of the vote
referred to or of the Board of Trustees to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its
services during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this
Contract relating to the duties and obligations of the Custodian shall
remain in full force and effect.
17
11. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general
tenor of this Contract. Any such interpretive or additional provisions
shall be in a writing signed by both parties and shall be annexed
hereto, PROVIDED that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any
provision of the Declaration of Trust of the Fund. No interpretive or
additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Contract.
12. ADDITIONAL FUNDS
In the event the Fund establishes one or more series of Shares in
addition to The Seven Seas Series Money Market Fund with respect to
which it desires to have the Custodian render services as custodian
under the terms hereof, it shall so notify the Custodian in writing, and
if the Custodian agrees in writing to provide such services, such series
of Shares shall become a Portfolio hereunder.
13. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.
14. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund on behalf of each of the Portfolios and
the Custodian relating to the custody of the Fund's assets.
15. LIMITATION OF LIABILITY
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
18
personally, but shall bind only the trust property of the Fund as
provided in its Master Trust Agreement.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative
and its seal to be hereunder affixed as of the 11th day of April, 1988.
ATTEST THE SEVEN SEAS SERIES FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------- -----------------------------------
Secretary Vice President
ATTEST STATE STREET BANK AND
TRUST COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ Illegible
-------------------------------------- -----------------------------------
Assistant Secretary Vice President
19
APPENDIX A
LIST OF AUTHORIZED PERSONS
The Board of Trustees of The Seven Seas Series Fund (the "Trustees") hereby
certifies that the persons whose names appear below are Authorized Persons
within the meaning of Section 2.17 of the
Custodian Contract dated April 11,
1988 between The Seven Seas Series Fund and State Street Bank and Trust Company
(the "Custodian"). The Trustees further certify that the true signature of each
such person is set forth below opposite his name, and that the Custodian may
rely upon this list of Authorized Persons until such time as it receives another
such list bearing a later date.
The following officers of the Fund are Authorized Persons any two of whom are
empowered to instruct and otherwise deal with the Custodian for all purposes on
behalf of the Fund.
NAME AND TITLE SIGNATURE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Chief Executive Officer and
Chairman of the Board /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
Operations /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Treasurer /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Secretary /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
The following persons are Authorized Persons empowered to instruct and otherwise
deal with the Custodian in connection with the purchase or sale of any
securities on behalf of the Fund.
NAME AND TITLE SIGNATURE
▇▇▇▇ ▇▇▇▇, Assistant Vice President /s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇, Senior Administrator /s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Domestic
Operations Manager /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Account
Administrator /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Vice President
-----------------------------------
20
Dated April 11, 1988
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Vice President
-----------------------------------
21
AMENDMENT TO
CUSTODIAN CONTRACT
This Amendment to
Custodian Contract is made as of April 10, 2001 by and
between
SSgA Funds (formerly known as The Seven Seas Series Fund) (the "Fund")
and State Street Bank and Trust Company (the "Custodian"). Capitalized terms
used in this Amendment without definition shall have the respective meanings
given to such terms in the
Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a
Custodian Contract
dated as of April 11, 1988 (as amended, modified or supplemented and in effect
from time to time, the "Contract");
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 the Fund has made SSgA Money Market Fund, SSgA US
Government Money Market Fund, SSgA S&P 500 Index Fund, SSgA Small Cap Fund
(formerly known as The Seven Seas Series S&P Midcap Index Fund), SSgA Matrix
Equity Fund (formerly known as The Seven Seas Series Matrix Synthesis Fund),
SSgA International Stock Selection Fund (formerly known as The Seven Seas Series
Active International Fund, formerly known as The Seven Seas Series International
European Index Fund), SSgA International Pacific Index Fund, SSgA Bond Market
Fund, SSgA Yield Plus Fund, SSgA US Treasury Money Market Fund, SSgA US Treasury
Obligations Fund, SSgA Growth and Income Fund and SSgA Intermediate Fund, SSgA
Prime Money Market Portfolio, SSgA Emerging Markets Fund, SSgA Tax Free Money
Market Fund, SSgA Tuckerman Active REIT Fund (formerly known as The Seven Seas
Series Real Estate Equity Fund), SSgA Life Solutions Growth Fund, SSgA Life
Solutions Income & Growth Fund, SSgA Life Solutions Balanced Fund, SSgA Special
Fund, SSgA International Growth Opportunities Fund, SSgA High Yield Bond Fund,
SSgA Aggressive Equity Fund, SSgA IAM SHARES Fund and SSgA Intermediate
Municipal Bond Fund subject to the Contract (each such series, together with all
other series subsequently established by the Fund and made subject to the
Contract in accordance with the terms thereof, shall be referred to as a
"Portfolio" and collectively, as the "Portfolios");
WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") and the
adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of each of
the Portfolios held outside of the United States.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:
I. Article 3 and Article 4, each as set forth in Section I of the amendment
to the Contract entitled 'Amendment to
Custodian Contract' and dated as
of November 4, 1997, are hereby deleted and replaced in their entirety
by Article 3 and Article 4, respectively, set forth below.
22
ARTICLE 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
3.1. DEFINITIONS. Capitalized terms in this Agreement shall have the
following meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign
branch of a Bank (as defined in Section 2(a)(5) of the ▇▇▇▇ ▇▇▇) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.
3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The
Fund, by resolution adopted by its Board of Directors (the "Board"), hereby
delegates to the Custodian, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section 3.2 with respect to Foreign Assets of
the Portfolios held outside the United States, and the Custodian hereby accepts
such delegation as Foreign Custody Manager with respect to the Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Contract, which list of countries may be amended
from time to time by the Fund with the agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be amended from time
to time in the sole discretion of the Foreign Custody Manager. The Foreign
Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.
23
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf of the
Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Amendment by the
Fund shall be deemed to be a Proper Instruction to open an account, or to place
or maintain Foreign Assets, in each country listed on Schedule A in which the
Custodian has previously placed or currently maintains Foreign Assets pursuant
to the terms of the Contract. Following the receipt of Proper Instructions
directing the Foreign Custody Manager to close the account of a Portfolio with
the Eligible Foreign Custodian selected by the Foreign Custody Manager in a
designated country, the delegation by the Board on behalf of the Portfolios to
the Custodian as Foreign Custody Manager for that country shall be deemed to
have been withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period to which the parties agree in writing)
after receipt of any such notice by the Fund, the Custodian shall have no
further responsibility in its capacity as Foreign Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign
Custody Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by
the Foreign Custody Manager, the Foreign Custody Manager shall establish a
system to monitor (i) the appropriateness of maintaining the Foreign Assets with
such Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that the
custody arrangements with an Eligible Foreign
24
Custodian it has selected are no longer appropriate, the Foreign Custody Manager
shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes
of this Section 3.2, the Board shall be deemed to have considered and determined
to accept such Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board an amended Schedule A at the end of the calendar quarter
in which an amendment to such Schedule has occurred. The Foreign Custody Manager
shall make written reports notifying the Board of any other material change in
the foreign custody arrangements of the Portfolios described in this Section 3.2
after the occurrence of the material change.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In
performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody
Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has
determined that it is reasonable for the Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Contract to the
Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of
such notice. The provisions of Section 3.2.2 hereof shall govern the delegation
to and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.
3.3 ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the
Fund (or its duly-authorized investment manager or investment adviser) with an
analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized
investment manager or investment adviser) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.
25
3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in Section
3.3.1.
ARTICLE 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
PORTFOLIOS HELD OUTSIDE THE UNITED STATES.
4.1 DEFINITIONS. Capitalized terms in this Article 4 shall have the
following meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. HOLDING SECURITIES. The Custodian shall identify on its books as
belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Portfolios which are
maintained in such account shall identify those securities as belonging to the
Portfolios and (ii), to the extent permitted and customary in the market in
which the account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a
Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such
country.
4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against expectation
of receiving later payment; or (B) in the case of a sale
effected through a Foreign Securities System, in accordance with
the rules governing the operation of the Foreign Securities
System;
(ii) in connection with any repurchase agreement related to foreign
securities;
26
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities
are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name
of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Foreign
Sub-Custodian's own negligence or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities,
the surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by the
Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:
27
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation of
such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees
under this Contract, legal fees, accounting fees, and other
operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed
with or through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect
of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming
the person or persons to whom such payment is to be made.
4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets received for
the account of the Portfolios and delivery of Foreign Assets maintained for the
account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to custody
and settlement practices in countries in which the Custodian employs a Foreign
Sub-Custodian described on Schedule C hereto at the time or times set forth on
such Schedule. The Custodian may revise Schedule C from time to time, provided
that no such revision shall result in the Board being provided with
substantively less information than had been previously provided hereunder.
4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in
the custody of a Foreign Sub-Custodian (other than bearer securities) shall be
registered in the name of the applicable
28
Portfolio or in the name of the Custodian or in the name of any Foreign
Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on
behalf of such Portfolio agrees to hold any such nominee harmless from any
liability as a holder of record of such foreign securities. The Custodian or a
Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a
Portfolio under the terms of this Contract unless the form of such securities
and the manner in which they are delivered are in accordance with reasonable
market practice.
4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to
the Fund cash (including cash denominated in foreign currencies) deposited with
the Custodian. Where the Custodian is unable to maintain, or market practice
does not facilitate the maintenance of, cash on the books of the Custodian, a
bank account or bank accounts shall be opened and maintained outside the United
States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts
referred to in this Section shall be subject only to draft or order by the
Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Contract to hold cash received by or from or for the account of
the Portfolio. Cash maintained on the books of the Custodian (including its
branches, subsidiaries and affiliates), regardless of currency denomination, is
maintained in bank accounts established under, and subject to the laws of, The
Commonwealth of Massachusetts.
4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Portfolios shall be entitled and shall credit
such income, as collected, to the applicable Portfolio. In the event that
extraordinary measures are required to collect such income, the Fund and the
Custodian shall consult as to such measures and as to the compensation and
expenses of the Custodian relating to such measures.
4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant
to this Article 4, the Custodian will use reasonable commercial efforts to
facilitate the exercise of voting and other shareholder rights, subject always
to the laws, regulations and practical constraints that may exist in the country
where such securities are issued. The Fund acknowledges that local conditions,
including lack of regulation, onerous procedural obligations, lack of notice and
other factors may have the effect of severely limiting the ability of the Fund
to exercise shareholder rights.
4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall
transmit promptly to the Fund written information with respect to materials
received by the Custodian via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Portfolios (including,
without limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Fund written
information with respect to materials so received by the Custodian from issuers
of the foreign securities whose tender or exchange is sought or from the party
(or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with foreign securities or other property of the Portfolios at any
time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian
is in actual possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of any such
right or power, and both (i) and (ii) occur at least
29
three business days prior to the date on which the Custodian is to take action
to exercise such right or power.
4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS.
Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian
shall, to the extent possible, require the Foreign Sub-Custodian to exercise
reasonable care in the performance of its duties, and to indemnify, and hold
harmless, the Custodian from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the Foreign
Sub-Custodian's performance of such obligations. At the Fund's election, the
Portfolios shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a Foreign Sub-Custodian as a consequence of
any such loss, damage, cost, expense, liability or claim if and to the extent
that the Portfolios have not been made whole for any such loss, damage, cost,
expense, liability or claim.
4.11. TAX LAW.
The Custodian shall have no responsibility or liability for any obligations now
or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian
of the Portfolios by the tax law of the United States or of any state or
political subdivision thereof. It shall be the responsibility of the Fund to
notify the Custodian of the obligations imposed on the Fund with respect to the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of
countries other than those mentioned in the above sentence, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which the Fund has provided such
information.
4.12. LIABILITY OF CUSTODIAN.
Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be
without liability to the Fund for any loss, liability, claim or expense
resulting from or caused by anything which is part of Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
II. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager
30
pursuant to the terms of Article 3 hereof, in the event of any conflict
between the provisions of Articles 3 and 4 hereof, the provisions of
Article 3 shall prevail.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
31
SIGNATURE PAGE
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
/s/ ▇▇▇▇▇▇▇▇▇ ▇. Poster
------------------------------
▇▇▇▇▇▇▇▇▇ ▇. Poster, By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President ----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President
WITNESSED BY:
SSgA FUNDS
/s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Secretary ----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President and Chairman
32
To: STATE STREET BANK AND TRUST COMPANY
From:
Client Name:
SSgA FUNDS (SSgA)
Client Address: STATE STREET FINANCIAL CENTER, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Date: November 16, 2004
Re: PRICE SOURCE AUTHORIZATION
Reference is made to the Custodian Agreement dated April 11th, 1988 between
SSgA
FUNDS ("SSgA") (the "Fund") and State Street Bank and Trust Company. Capitalized
terms used in this Price Source Authorization or in any attachment or supplement
shall have the meanings provided in the Custodian Agreement unless otherwise
specified. Pursuant to the Custodian Agreement, the Fund hereby directs State
Street to calculate the net asset value ("NAV") of the Fund or, if applicable,
its Portfolios, in accordance with the terms of the Fund's or Portfolio's
currently effective Prospectus. State Street will perform the NAV calculation
subject to the terms and conditions of the Custodian Agreement and this
Authorization.
The Fund hereby authorizes State Street to use the pricing sources specified on
the attached Authorization Matrix (as amended from time to time) as sources for
prices of assets in calculating the net asset value of the Fund. The Fund
understands that State Street does not assume responsibility for the accuracy of
the quotations provided by the specified pricing sources and that State Street
shall have no liability for any incorrect data provided by the pricing sources
specified by the Fund, except as may arise from State Street's lack of
reasonable care in performing agreed upon tolerance checks as to the data
furnished and calculating the net asset value of the Fund in accordance with the
data furnished to State Street. The Fund also acknowledges that prices supplied
by the Fund or an affiliate may be subject to approval of the Fund's Board and
are not the responsibility of State Street.
State Street agrees that written notice of any change in the name of any
specified pricing source will be sent to the Fund as such information is
available to State Street.
Kindly acknowledge your acceptance of the terms of this letter in the space
provided below. This Price Source Authorization replaces the June 30, 2004 Price
Source Authorization in its entirety.
SSgA Funds
By: The foregoing terms are hereby accepted.
---------------------------
Title: STATE STREET BANK AND TRUST COMPANY
---------------------------
By:
--------------------------------------
Vice President
33
AUTHORIZATION MATRIX TO BE ATTACHED TO PRICE SOURCE
AUTHORIZATION DATED NOVEMBER 16TH, 2004.
CLIENT(S):
SSgA FUNDS ("SSgA") EFFECTIVE DATE: 11/16/2004 (supersedes
prior Authorization Matrices)
PRICING
SECONDARY TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SOURCE SOURCE LOGIC LOGIC POINT
---------------------------------------------------------------------------------------------------------------------------
EQUITIES
U. S. Listed Equities Reuters Bloomberg LAST SALE BID Market Close
(NYSE, AMEX) Thomson ONE
U.S. OTC Equities Reuters Bloomberg Official Bid Market Close
Thomson ONE Closing
(NASDAQ) Price (NOCP)
FOREIGN EQUITIES Reuters Bloomberg Official(1) Bid Market Close
Thomson ONE Closing
Price
LISTED ADRS/GDRS FT Interactive FRI Corporation Last Sale Bid Market Close
Data Bloomberg Evaluated Bid
----------
(1) Each markets official closing price will be used where available. For
markets that either do not offer an official closing price or where the official
closing price may not be representative of the overall market, the securities
Last Sale price will be used.
34
PRICING
TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SECONDARY SOURCE SOURCE LOGIC LOGIC POINT
-------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME
Municipal Bonds FT Interactive ▇▇ ▇▇▇▇▇▇ Evaluated Broker quoted(2) Market Close
Data Bear ▇▇▇▇▇▇▇ Bid
US BONDS (Treasuries, FT Interactive ▇▇▇▇▇▇▇ ▇▇▇▇▇ Evaluated Broker quoted Market Close
MBS, ABS, Corporates) Data ▇▇▇▇▇▇ US Index Bid
Reuters Fixed
Income Bear
▇▇▇▇▇▇▇
Eurobonds/Foreign Bonds FT Interactive FRI Corporation Evaluated Broker quoted Market Close
Data Reuters Fixed Bid
Income ▇▇▇▇▇▇▇
▇▇▇▇▇ Bear
▇▇▇▇▇▇▇ CIBC
World Markets
----------
(2) Broker quoted prices provided by a client authorized broker contact. This
includes using Navigator sources containing authorized broker quotes
(non-vendor).
35
PRICING
SECONDARY TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SOURCE SOURCE LOGIC LOGIC POINT
-----------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS
Options (Equity and Reuters Bloomberg - Last Sale Bid Market Close
Fixed Income) Thomson ONE
Futures Reuters Bloomberg - Settlement - Market Close
Thomson ONE
Interest Rate Swaps Bloomberg - - Evaluated - Market Close
(Long Position) Mid
Interest Rate Swaps PAR 100
(Short Position)
Options on Swaps Bloomberg Evaluated
Mid
Index Swaps Bloomberg Closing Market Close
Price
Mutual Funds NAV(3) - - Offer Price - Market Close
(Funds of Funds)
NON - LISTED ADRs/GDRs FT Interactive FRI Corporation Last Sale Bid Market Close
Data Bloomberg
----------
(3) Mutual funds Net Asset Value per Share price.
36
PRICING
SECONDARY TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SOURCE SOURCE LOGIC LOGIC POINT
-----------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS
GICS -- Guaranteed PAR - 100
Investment Contracts
SYNTHETIC FUTURES Bloomberg* Settlement Market Close
37
EXCHANGE RATES
ALL SECURITIES AND WM16(4),(6) Reuters 4:00 PM EST.
CURRENCY POSITIONS
NON USD INDEX SWAPS THAT WM11(5) Reuters 11:00 AM EST.
ARE PRICED OFFLINE ALL
USD AND NON-USD
DENOMINATED
FUTURES THAT ARE WM16(4),(6) Reuters 4:00 PM EST
CURRENTLY BOOKED TO
DWS/MCH
NON USD DENOMINATED WM11(5) - - Reuters - 11:00 AM EST.
FUTURES THAT ARE
CURRENTLY PRICED
----------
(4) WM14 contains the 7:00 PM London (2:00 PM EST) closing spot rates produced
by the WM Company in London which are snapped directly from Reuters.
(5) WM11 contains the 4:00 PM London (11:00 AM EST) closing spot rates produced
by the WM Company in London which are snapped directly from Reuters.
(6) WM16 contains the 9:00 PM London (4:00 PM EST) closing spot rates produced
by the WM Company in London which are snapped directly from Reuters. ▇▇▇▇▇▇▇ is
requesting authorization to move to WM16 once the custodian is operationally
capable. The target date of the move to WM16 is January 2, 2005.
38
OFFLINE
FORWARD POINTS
CURRENCY FORWARDS RT16 Bloomberg - Reuters Bloomberg 4:00 PM EST.
Thomson ONE
39
* SYNTHETIC FUTURES
Synthetic futures are used by investment managers when US regulations
prevent the trading of futures contracts. In these cases the IM
contracts with a broker to exchange the gain loss on a theoretical
futures contract. The process requires SSC to book a call option and a
put option per contract. The underlying future is priced from Bloomberg
then used in an offline calculation. If the underlying futures price is
greater than the strike price of the synthetic, the call is priced at
cost + futures price - strike price and the put is priced at cost. If
the underlying futures price is less than the strike price of the
synthetic, the put is priced at cost + strike price - futures price and
the call is priced at cost.
PRICING AUTHORIZATION FOR MONEY MARKET FUNDS
PRICING
TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SECONDARY SOURCE SOURCE LOGIC LOGIC POINT
-----------------------------------------------------------------------------------------------------------------------------
FLOATING RATE NOTES IDC Broker 100* Broker quotes
40
*ALL FLOATING RATE NOTES (ISSUE CLASS 01) ARE PRICED AT 100 PER ▇▇▇▇▇ ▇▇▇▇▇▇▇
INSTRUCTION.
PRICING
TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SECONDARY SOURCE SOURCE LOGIC LOGIC POINT
-----------------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUNDS IDC Broker 100
PRICING
TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE PRIMARY SOURCE SECONDARY SOURCE SOURCE LOGIC LOGIC POINT
-----------------------------------------------------------------------------------------------------------------------------
ALL OTHER SECURITY IDC Broker IDC-provided
TYPES
(COMMERCIAL PAPER, *▇▇▇▇▇▇ ▇▇▇
CERTIFICATE OF ▇▇▇▇▇▇
DEPOSIT, FEDERAL monthly
AGENCIES, REPO'S, yields
MUNICIPAL BONDS,
CORPORATE BONDS)
*▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ provides monthly yields, as in 1-month, 2-month,
3-month etc. A 1-month yield applies to any security maturing in exactly 30
days, a 2-month yield applies to any security maturing in exactly 60 days, etc.
However, many securities mature somewhere in between. In order to determine
yields for these securities, interpolation is used.
As an example, suppose a CD matures in 68 days, and the 2-month CD yield
is 1.71 and the 3-month
41
CD yield is 1.69. Conceptually, the yield for the 68-day CD is 8/30 of
the way between 1.71 and 1.69, or 1.7047. The exact formula is:
Yield = BR + {[(ER - BR) * (MD - BD)] / (▇▇ - ▇▇)}
Where BR = beginning rate (in this case, 1.71)
ER = ending rate (1.69)
MD = days to maturity (68)
BD = beginning days (60)
ED = ending days (90)
Yield = 1.71 + {[1.69 - 1.71) * (68 - 60)] / (90 - 60)}
Yield = 1.71 + {[-0.02 * 8] / 30}
Yield = 1.7047
FOR ADDITIONAL DETAILED PRICING INFORMATION IT IS UNDERSTOOD THAT STATE STREET
WILL REFERENCE THE BOARD APPROVED PRICING DOCUMENT CURRENTLY IN EFFECT.
PRICE SOURCE AND METHODOLOGY AUTHORIZATION
INSTRUCTIONS: For each security type ALLOWED by the Fund Prospectus, please
indicate the primary, secondary and tertiary source to be used in calculating
Net Asset Value for the Funds identified. NOTE: If Investment Manager is a
Pricing Source, please specify explicitly.
State Street performs a Data Quality review process as specified in the Sources
Status Pricing Matrix on the NAVigator Pricing System which specifies pricing
tolerance thresholds, index and price aging details. The Sources Status Pricing
Matrix will be provided for your information and review.
42
AUTHORIZED BY:
---------------------------------------
ACCEPTED:
-----------------------------------------------
FUND OFFICER STATE STREET VICE PRESIDENT
EXPLANATION OF FIELDS
Client: Indicate the name of the Client and the Fund name
or if multiple funds, attach a list of fund names
Primary Source: Indicate the primary source for prices for the
security type. If an Investment Manager is a
pricing source, please specify explicitly.
Secondary Source: Indicate the secondary source for prices for the
security type. If an Investment Manager is a
pricing source, please specify explicitly.
Tertiary Source: Indicate the tertiary (3rd level) source for
prices for the security type. If an Investment
Manager is a pricing source, please specify
explicitly.
Pricing Logic: Indicate the price type to be referenced for the
security type: Ask, Bid, Close, Evaluated, Last,
etc.
Pricing Default Logic: Indicate the price type to be referenced for the
security type: Ask, Bid, Close, Evaluated, Last,
etc. in the instance where the preferred price
type is not available
Authorized By: Provide the signature of the person authorizing
the completion of the Price Source Authorization
Date: Indicate the date the Price Source Authorization
was completed
FUNDS LIST
SSgA FUNDS ("SSgA")
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Small Cap Fund
2D07 SSgA ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Emerging Markets Fund
2D14 SSgA Core ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ International Stock Selection Fund
2D19 SSgA Tuckerman Active ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ International Growth Opportunities
Fund
2D21 SSgA ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Special Equity Fund
2D23 SSgA Aggressive Equity Fund
2D24 SSgA IAM SHARES Fund
43
2D25 SSgA Intermediate Municipal Bond Fund
(Liquidated)
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Large Cap Growth ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ S&P ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ MSCI EAFE Index Fund
SSgA LIFESOLUTIONS FUNDS
2DLB SSgA Life Solutions Balanced Fund (FOF)
2DLG SSgA Life Solutions Growth Fund (FOF)
2DLI SSgA Life Solutions Income and Growth
Fund (FOF)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ Money Market Fund
2D02 SSgA U.S. Government Money Market Fund
2D12 SSgA U.S. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Prime Money ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Tax Free Money Market Fund
44
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
THE
SSgA FUNDS
PORTFOLIO ADMINISTRATION
a fee, payable monthly on a pro rata basis, based on the following percentages
of average daily net assets of the Fund:
$0 up to $1.5 billion - 2.00 basis points
$1.5 billion to $20 billion - 1.50 basis points
$20 billion to $30 billion - 1.00 basis point
over $30 billion - 0.75 basis points
For the purposes of calculating the break point, the assets of individual
portfolios will be aggregated.
PORTFOLIO TRADING - PER TRANSACTION
Fed book entry trade--$10; Depository Trust Company trade--$6; physical
trade--$25; each NY Fed maturity--$8; all option trading, futures trading, and
other trades--$25; incoming Fed wires--$4.70; outgoing Fed wires--$4.55;
PRICING
This service provides securities pricing on request. Services and fees are based
on the schedule below. Reports can be generated at State Street or on a remote
basis via PC. Reporting has both up load and down load capabilities. Customized
reports may require programming fees.
Monthly charges for the State Street Bank Automated Pricing System are
determined by:
1. Mix of security positions;
2. The number of positions that are priced during the month.
Monthly Base Fee $ 375.00
Monthly Quote Charge:
Municipal Bond via ▇▇▇▇▇▇ Data $ 16.00
Municipal Bonds via ▇▇▇▇▇/S&P Evaluation Services $ 16.00
Government, Corporate, etc., via ▇▇▇▇▇/S&P $ 11.00
Government, Corporate and Convertible Bonds
45
via ▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 11.00
Corporate and Government Bonds via ▇▇▇▇▇▇ Data $ 11.00
Foreign Bonds via Extel $ 10.00
Options, Futures and Private Placements $ 12.00
Domestic Listed Equities and OTC Equities $ 4.00
International Equities $ 6.00
Corporate, Municipal, Convertible and Government Bonds,
Adjustable Rate Preferred Stocks via IDC $ 13.00
For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio
ON-LINE SERVICE CHARGES
Accounting $80.00 Per Month Per Fund
OUT-OF-POCKET EXPENSES AT COST
Include but is not limited to: postage, transfer fees, stamp duties, government
taxes, wire fees, telexes, freight, telephones, etc.
MULTIPLE CLASS OF SHARES
An additional $18,000 annual fee will be applied for each class of shares,
excluding the initial class of shares if more than one class of shares is
operational n a fund.
EARNINGS CREDIT
A balance credit will be applied against the custody fees (excluding
out-of-pocket expenses). The credit is based on 90% of the average 90-day
Treasury ▇▇▇▇ rate for the month, times the average collected balance in the
custodian deman deposit account for the month billed.
SEC ADVERTISED YIELD
$350. per fund per month
PAYMENT
The above fees will be charged against the Fund's custodian checking account
five (5) business days after the invoice is sent to the funds' offices. Payment
does not preclude any required billing adjustments which will be made to the
following month's ▇▇▇▇.
Effective Date: August 3, 2001
46
STATE STREET BANK AND TRUST COMPANY
AMENDMENT TO CUSTODIAN FEE SCHEDULE
THE
SSgA FUNDS
Special Services:
Tax Efficient Lot Selector fee per fund $3,000 per year
Note: This fee schedule applies to the funds in Attachment A upon implementation
of the Tax Efficient Lot Selector technology. It is anticipated that the
implementation will be staggered over a period of time.
Effective date: January 22, 2003
Attachment A:
Custodian Fee Schedule for Tax Efficient Lot Selector
DOMESTIC EQUITY FUNDS:
SSgA Aggressive Equity Fund (2D23)
SSgA Disciplined Equity Fund (2D04)
SSgA Core Opportunities Fund (2D14)
SSgA IAM SHARES Fund (2D24)
SSgA Small Cap Fund (2D06)
SSgA Special Equity Fund (2D22)
INTERNATIONAL EQUITY FUNDS
SSgA Emerging Markets Fund (2D09)
SSgA International Stock Selection Fund (2D18)
SSgA International Growth Opportunities Fund (2D20)
FIXED INCOME FUNDS
SSgA Yield Plus Fund (2D07)
SSgA Intermediate Fund (2D15)
SSgA Bond Market Fund (2D08)
SSgA High Yield Bond Fund (2D21)
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
SSgA EMERGING MARKETS FUND
SSgA INTERNATIONAL STOCK SELECTION FUND
SSgA INTERNATIONAL GROWTH OPPORTUNITIES
Re-Statement of International funds Custodian Fee Schedule
Effective September 1, 2001
I. CUSTODY, PORTFOLIO AND FUND ACCOUNTING SERVICE - Maintain custody of
fund assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report cash
transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledge and capital
stock accounts. Prepare daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average daily net assets.
I. PORTFOLIO ADMINISTRATION
$0 up to $100 Million .05%
$100 Million to $200 Million .03%
Over $200 Million .02%
Additional Classes of Shares $ 18,000 per class
II. US Portfolio Transactions
Fees per transaction
Fed book entry trade--$10; Depository Trust Company trade--$6; physical
trade--$25; options and futures trading,--$25; options exercise or expiration
$15.00; All other trades--$25; incoming Fed wires--$4.70; outgoing Fed
wires--$4.55;
III. GLOBAL CUSTODY and Settlement
Annual asset fees, in basis points:
GROUP I GROUP II GROUP III GROUP IV GROUP V
------- -------- --------- -------- -------
First $50 mil 6 11 18 25 40
Over $50 mil 5 10 16 20 40
Global Transactions fees, per trade:
48
GROUP I GROUP II GROUP III GROUP IV GROUP V
------- -------- --------- -------- -------
$ 25 $ 50 $ 60 $ 70 $ 150
Global Markets:
GROUP I GROUP II GROUP III GROUP IV GROUP V
------- -------- --------- -------- -------
Euroclear Australia Italy S. Korea Bangladesh
Cedel Netherlands Belgium Portugal China
Japan New Zealand Norway Spain Columbia
Germany Switzerland Hong Kong Sri Lanka Cyprus
Canada Denmark Mexico Philippines Hungary
Austria France Thailand Taiwan S. Africa
Ireland Finland Malaysia Poland
United Kingdom Sweden Egypt
Singapore Indonesia Peru
Israel
Uruguay
Turkey
Argentina
Brazil
Chile
Greece
Venezuela
Pakistan
India
IV. PORTFOLIO PRICING
This service provides securities pricing on request. Services and fees are based
on the schedule below.
Monthly Base Fee (per portfolio) $ 375.00
Monthly Quote Charge (per security, per portfolio):
Foreign Bonds via Extel $ 10.00
Options, Futures and Private Placements 6.00
Listed equities (including international) and OTC equities 6.00
All other 10.00
VI. OUT-OF-POCKET EXPENSES
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited to
the following:
49
Telephone
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges (Out-of-Pockets issued by Sub-custodians)
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15 each
PTC Deposit/Withdrawal for same day turnarounds - $50.00
SSgA Funds STATE STREET BANK AND
TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ Signature Illegible
------------------------------ ---------------------------------
President and Chairman Vice President
Date: November 29, 2001 Date: August 31, 2001
50
STATE STREET BANK & TRUST COMPANY
CUSTODIAN SERVICES FEE SCHEDULE
SSgA MSCI EAFE FEEDER FUND
Effective Date: October 15, 2001
I. CUSTODY ACCOUNTING SERVICE - Record, process, and validate all cash
activity, including all interactions with the Master portfolio. Record and
process shareholder activity. Maintain investment ledgers, income reports and
prepare daily trial balance report. Ensure allocated Master activity is properly
reflected on the fund's general ledger. Calculate daily Net Asset Value, and
report to key constituent base.
The fee shown below is billed and payable monthly.
Flat Fee $15,000 per year
II. Special Services:
Fees for special services, activities of a non-recurring nature or the
preparation of special reports, will be quoted on an as requested basis.
III. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited to
the following:
Communication charges (telephone, establishment of leased line and
associated charges)
Wire charges
Postage and Insurance
Courier Service
Stock Transfer Fees
Extraordinary Systems Programming
Client Staff Training
Securities Quotes
SSgA MSCI EAFE Index Fund STATE STREET BANK AND
TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ Signature Illegible
------------------------------ -------------------------------------
President and Chairman Vice President
Date: November 29, 2001 Date: August 31, 2001
51
STATE STREET BANK & TRUST COMPANY
CUSTODIAN SERVICES FEE SCHEDULE
SSgA S&P 500 INDEX FUND
Effective Date: June 1, 2000
I. CUSTODY ACCOUNTING SERVICE - Record, process, and validate all cash
activity, including all interactions with the Master portfolio. Record and
process shareholder activity. Maintain investment ledgers, income reports and
prepare daily trial balance report. Ensure allocated Master activity is properly
reflected on the fund's general ledger. Calculate daily Net Asset Value, and
report to key constituent base.
The fee shown below is billed and payable monthly.
Flat Fee $15,000 per year
II. Special Services:
Fees for special services, activities of a non-recurring nature or the
preparation of special reports, will be quoted on an as requested basis.
III. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited to
the following:
Communication charges (telephone, establishment of leased line and
associated charges)
Wire charges
Postage and Insurance
Courier Service
Stock Transfer Fees
Extraordinary Systems Programming
Client Staff Training
Securities Quotes
SSgA S&P 500 Index Fund STATE STREET BANK AND
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ Signature Illegible
------------------------------ ---------------------------------
Assistant Secretary Vice President
Date: July 12, 2000 Date: August 24, 2000
52
STATE STREET BANK & TRUST COMPANY
CUSTODIAN FEE SCHEDULE
SSgA LIFE SOLUTIONS FUNDS
I. Fund of Funds
Account fee, daily priced $1,000.00 per month
Accounting fee, monthly priced $500.00 per month
Transactions $5.00
II. Earnings Credit
A balance credit will be applied against the above fees (excluding out-of-pocket
expenses). The credit is based on 50% of the average 90-day Treasury ▇▇▇▇ rate
for the month, times the average collected balance in the custodian demand
deposit account for the month billed.
III. Payment
The above fees will be charged against the Fund's custodian checking account
five (5) business days after the invoice is sent to the Fund's offices. Payment
does not preclude any required billing adjustments which will be made to the
following month's ▇▇▇▇.
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket fees include, but are not limited to the
following: postage, transfer fees, stamp duties, government taxes, wire fees,
telexes, telephone, etc.
SSgA Funds STATE STREET BANK AND
TRUST COMPANY
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------ ---------------------------
Vice President and Secretary Vice President
Date: April 10, 1997 Date: April 21, 1997
53
LETTER AGREEMENT
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the
Custodian Contract 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
custodian with respect to the Fund pursuant to the terms and conditions of the
Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Fund shall be until April 12, 1992.
Please acknowledge your acceptance of acting as Custodian 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/ Signature Illegible
-----------------------------------------
54
LETTER AGREEMENT
January 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract 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 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 Custodian with respect to the New Funds pursuant
to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1993.
Please acknowledge your acceptance of acting as Custodian 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
55
By: /s/ Signature Illegible
-----------------------------------
56
LETTER AGREEMENT
July 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract 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 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 Custodian with respect to the New
Funds pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1994.
Please acknowledge your acceptance of acting as Custodian 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
57
By: /s/ Signature Illegible
---------------------------------------
58
LETTER AGREEMENT
The Seven Seas Series US Treasury Money Market Fund
The Seven Seas Series US Treasury Obligations Fund
Custodian Contract
January 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract 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 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 Custodian
with respect to the New Funds pursuant to the terms and conditions of the
Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1994.
Please acknowledge your acceptance of acting as Custodian 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
59
By: /s/ Signature Illegible
---------------------------------------
60
LETTER AGREEMENT
The Seven Seas Series Growth and Income Fund
The Seven Seas Series Intermediate Fund
Custodian Contract
April 7, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract 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 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 Custodian with respect to the
New Funds pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1994.
Please acknowledge your acceptance of acting as Custodian 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
61
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Senior Vice President
62
LETTER AGREEMENT
The Seven Seas Series Prime Money Market Portfolio
The Seven Seas Series Emerging Markets Fund
Custodian Contract
January 19, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract 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 two new series to be
named 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 Custodian with
respect to the Portfolios pursuant to the terms and conditions of the Custodian
Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 6, 1994.
Please acknowledge your acceptance of acting as Custodian 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
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
By: /s/ Signature Illegible
----------------------------------
64
LETTER AGREEMENT
The Seven Seas Series Tax Free Money Market Fund
Custodian Contract
July 13, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract 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 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 Custodian with respect to the Tax Free Fund
pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Tax Free Fund shall be until April 12,
1995.
Please acknowledge your acceptance of acting as Custodian 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
65
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
66
LETTER AGREEMENT
The Seven Seas Series Real Estate Fund
The Seven Seas Series Small Cap Fund
The Seven Seas Series Active International Fund
Custodian Contract
October 25, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract 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 (1) it is creating a new series to be
named The Seven Seas Series Real Estate 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 Custodian with respect to the Funds
pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Funds shall be until April 12, 1995.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely, ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND
THE SEVEN SEAS SERIES FUND TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President Executive Vice President
67
LETTER AGREEMENT
SSgA Life Solutions Income and Growth Fund
SSgA Life Solutions Balanced Fund
SSgA Life Solutions Growth Fund
Custodian Contract
April 10, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, the
SSgA Funds advises you that it is creating three new series to be named SSgA
Life Solutions Income and Growth Fund, SSgA Life Solutions Balanced Fund, SSgA
Life Solutions Growth Fund (collectively, the "Funds"), and that the SSgA Funds
desires State Street Bank and Trust Company to serve as Custodian with respect
to the Funds pursuant to the terms and conditions of the Custodian Contract.
Custodian fees to be assessed for transactions on behalf of the Funds shall be
as set forth on the Fee Schedule attached hereto.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Funds shall be until April 12, 1998.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely, ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND
SSgA Funds TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President Executive Vice President
68
LETTER AGREEMENT
SSgA SPECIAL FUND
SSgA INTERNATIONAL GROWTH OPPORTUNITIES FUND
SSgA HIGH YIELD BOND FUND
CUSTODIAN CONTRACT
April 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that 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 desire State Street
Bank and Trust Company to serve as custodian with respect to the Funds pursuant
to the terms and conditions of the Custodian Contract. Custodian fees to be
assessed for transactions on behalf of the Funds shall be as set forth in the
Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Funds shall be until April 12, 1999.
Please acknowledge your acceptance of acting as Custodian 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:
------------------------------
69
Its:
-----------------------------
70
LETTER AGREEMENT
SSgA AGGRESSIVE EQUITY FUND
CUSTODIAN CONTRACT
September 1, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that that it is creating a new series to be named SSgA Aggressive
Equity Fund, (the "Fund"), and that the SSgA Funds desire State Street Bank and
Trust Company to serve as custodian with respect to the Fund pursuant to the
terms and conditions of the Custodian Contract. Custodian fees to be assessed
for transactions on behalf of the Funds shall be as set forth in the Custodian
Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Fund shall be until April 12, 1999.
Please acknowledge your acceptance of acting as Custodian 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:
-----------------------------
71
LETTER AGREEMENT
SSgA IAM SHARES FUND
CUSTODIAN CONTRACT
May 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that that it is creating a new series to be named SSgA IAM SHARES
Fund, (the "Fund"), and that the SSgA Funds desire State Street Bank and Trust
Company to serve as custodian with respect to the Fund pursuant to the terms and
conditions of the Custodian Contract. Custodian fees to be assessed for
transactions on behalf of the Funds shall be as set forth in the Custodian
Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Fund shall be until April 12, 1999.
Please acknowledge your acceptance of acting as Custodian 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:
-----------------------------
72
LETTER AGREEMENT
SSgA INTERMEDIATE MUNICIPAL BOND FUND
CUSTODIAN CONTRACT
May 30, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that that it is creating a new series to be named SSgA Intermediate
Municipal Bond Fund, (the "Fund"), and that the SSgA Funds desire State Street
Bank and Trust Company to serve as custodian with respect to the Fund pursuant
to the terms and conditions of the Custodian Contract. Custodian fees to be
assessed for transactions on behalf of the Funds shall be as set forth in the
Custodian Contract.
Please acknowledge your acceptance of acting as Custodian 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:
---------------------------
73
LETTER AGREEMENT
SSgA MSCI EAFE INDEX FUND
CUSTODIAN CONTRACT
September 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that 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"). The SSgA Funds desire State
Street Bank and Trust Company to serve as custodian with respect to the Fund
pursuant to the terms and conditions of the Custodian Contract. Custodian fees
to be assessed for transactions on behalf of the Funds shall be as set forth in
the Custodian Contract.
Please acknowledge your acceptance of acting as Custodian to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned. This letter agreement replaces in its entirety the letter
agreement dated January 8, 1992, with respect to the Seven Seas Series
International Pacific Index Fund.
Sincerely,
SSgA FUNDS
By:
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
----------------------------
Its:
---------------------------
74
LETTER AGREEMENT
SSgA LARGE CAP VALUE FUND
SSgA LARGE CAP GROWTH OPPORTUNITIES FUND
CUSTODIAN CONTRACT
August 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that 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 custodian
with respect to the Funds pursuant to the terms and conditions of the Custodian
Contract. Custodian fees to be assessed for transactions on behalf of the Funds
shall be as set forth in the Custodian Contract.
Please acknowledge your acceptance of acting as Custodian 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:
---------------------------
75
LETTER AGREEMENT
SSgA DIRECTIONAL CORE EQUITY FUND
CUSTODIAN CONTRACT
______________, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that that it is creating a new series to be named SSGA Directional
Core Equity Fund (the "Fund"), and that the SSgA Funds desire State Street Bank
and Trust Company to serve as custodian with respect to the Fund pursuant to the
terms and conditions of the Custodian Contract. Custodian fees to be assessed
for transactions on behalf of the Fund shall be as set forth in the Custodian
Contract.
Please acknowledge your acceptance of acting as Custodian 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:
---------------------------
76
LETTER AGREEMENT
SSgA ENHANCED SMALL CAP FUND
CUSTODIAN CONTRACT
______________, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that that it is creating a new series to be named SSGA Enhanced Small
Cap Fund (the "Fund"), and that the SSgA Funds desire State Street Bank and
Trust Company to serve as custodian with respect to the Fund pursuant to the
terms and conditions of the Custodian Contract. Custodian fees to be assessed
for transactions on behalf of the Fund shall be as set forth in the Custodian
Contract.
Please acknowledge your acceptance of acting as Custodian 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 and Chairman of the Board
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By:
--------------------------------
Its:
--------------------------------
77