EXHIBIT (a)(3)
STATE STREET INSTITUTIONAL INVESTMENT TRUST
FORM OF AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST
AMENDMENT NO. 2 to the Agreement and Declaration of Trust of State
Street Institutional Investment Trust (the "Trust"), dated February 16, ▇▇▇▇
(▇▇▇ "▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ this 13th day of May 2004.
WHEREAS, the Trustees desire to change the name of the series called
the "State Street Money Market Fund" to the "State Street Institutional Liquid
Reserves Fund,"
WHEREAS, the Trustees desire to change the name of the classes of
shares of the State Street Equity 500 Index Fund from "Class A" and "Class B" to
"Administrative Shares" and "Services Shares", respectively; and
WHEREAS, Section 5 of Article III of the Agreement provides that the
Trustees may amend the Agreement to, among other things, change the designation
of any Series or classes of Shares;
NOW, THEREFORE, the undersigned Trustees hereby amend the Agreement as
follows:
The first paragraph of Section 6 of Article III of the Agreement is
hereby deleted in its entirety and the following paragraph is hereby substituted
therefor:
Section 6. Establishment and Designation of Series and
Classes. Without limiting the authority of the Trustees set
forth in Section 5, inter alia, to establish and designate any
further Series or classes or to modify the rights and
preferences of any Series or class, the following Series of
Shares be, and hereby are, established and designated as
Multi-Class Series:
Name of Series Effective Date:
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State Street Equity 500 Index Fund February 28, 2000
Administrative Shares February 12, 2004
Service Shares February 12, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Equity 400 Index Fund February 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Equity 2000 Index Fund February 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ EAFE Index Fund February 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bond Index Fund February 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Institutional Liquid Reserves Fund May 13, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. Government Money Market Fund February 14, 2002
IN WITNESS WHEREOF, the undersigned hereunto have set their hands in
the City of Boston, Commonwealth of Massachusetts, as of the 13th day of May
2004.
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