Exhibit 9(a)(xv)
November 19, 2002
Xx. Xxxx X. Xxxxxxxx
President and Chairman of the Board
SSgA Funds
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
SSgA Funds (the "Fund") and State Street Bank and Trust Company (the "Transfer
Agent") are parties to an agreement dated as of April 11, 1988 (the "Agreement")
under which the Transfer Agent performs certain transfer agency and/or
record-keeping services for the Fund. In connection with the enactment of the
USA PATRIOT Act of 2001 and the regulations promulgated thereunder
(collectively, the "PATRIOT Act"), the Fund has requested and the Transfer Agent
has agreed to amend the Agreement as of the date hereof in the manner set forth
below:
WHEREAS, the PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Fund recognize the importance of complying with the PATRIOT Act and
the Fund has adopted a written anti-money laundering program, which is designed
to satisfy the requirements of the PATRIOT Act, (the "Fund's Program");
WHEREAS, the PATRIOT Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the fund's anti-money laundering program; and
WHEREAS, the Fund desire to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
desires to accept such delegation.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows:
1. DELEGATION; DUTIES
1.1 Subject to the terms and conditions set forth in the Agreement, the
Fund hereby delegates to the Transfer Agent those aspects of the Fund's
Program that are set forth on Exhibit A, attached hereto. The duties
set forth on Exhibit A may be amended, from time to time, by mutual
agreement of the parties upon the execution by both parties of a
revised Exhibit A bearing a later date than the date hereof.
Xx. Xxxx X. Xxxxxxxx
November 19, 2002
Page 2.
1.2 The Transfer Agent agrees to perform such delegated duties, with
respect to the ownership of shares in the Fund for which the Transfer
Agent maintains the applicable shareholder information, subject to and
in accordance with the terms and conditions of the Agreement.
2. CONSENT TO EXAMINATION
2.1 In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges
that the Fund remains responsible for assuring compliance with the
PATRIOT Act and that the records the Transfer Agent maintains for the
Fund relating to the Fund's Program may be subject, from time to time,
to examination and/or inspection by federal regulators in order that
the regulators may evaluate such compliance. The Fund may also engage
the services of a third party ("agent") to review its anti-money
laundering and know your customer policies and procedures and as a
necessary part thereof may request that such agent examine or inspect
the records maintained by the Transfer Agent for the Fund. The Transfer
Agent hereby consents to such examination and/or inspection and agrees
to cooperate with such federal examiners and Fund's agent in connection
with their review. For purposes of such examination and/or inspection,
the Transfer Agent will use its best efforts to make available, during
normal business hours, all required records and information for review
by such examiners and Fund's agent.
3. LIMITATION ON DELEGATION.
3.1 The Fund acknowledges and agrees that in delegating the duties
hereunder to the Transfer Agent, the Transfer Agent is agreeing to
perform only those aspects of the Fund's Program that have been
expressly delegated hereby and is not undertaking and shall not be
responsible for any other aspect of the Fund's Program or for the
overall compliance by the Fund with the PATRIOT Act. Additionally, the
parties acknowledge and agree that the Transfer Agent shall only be
responsible for performing the delegated duties with respect to the
ownership of shares in the Fund for which the Transfer Agent maintains
the applicable shareholder information.
4. EXPENSES.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable administrative
expense that may be associated with such additional duties. Transfer
Agent agrees to provide the Fund with thirty (30) days prior notice of
such fees. The terms of the Agreement shall apply with respect to the
payment of such expense in the same manner and to the same extent as
any other expenses incurred under the Agreement.
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5. MISCELLANEOUS.
5.1 Transfer Agent agrees that if any modification or amendment regarding
its duties under this Agreement should become desired by the Fund due
to any new or amended US federal regulatory requirements applicable to
the Fund, such modification or amendment shall be made as soon as
agreed to by the Transfer Agent and the Fund (including with respect to
any additional fees and expenses) at the request of the Fund. .
5.2 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
5.3. Each party represents to the other that the execution and delivery of
this Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
Witnessed By: STATE STREET BANK AND TRUST COMPANY
/s/ Illegible By: /s/ Xxxxxx X. Xxxxxx
--------------------- Xxxxxx X. Xxxxxx
Executive Vice President
Name:
------------------------
Title: Vice President
Witnessed By: SSgA FUNDS
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Assistant Secretary Title: President and Chairman of the Board
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EXHIBIT A
DELEGATED DUTIES
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
- Submit all financial and non-financial transactions through the Office
of Foreign Assets Control ("OFAC") database and the Securities and
Exchange Commission ("SEC") Control Lists.
- Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
- Review wires sent to banking instructions other than those on file.
- Review a shareholder's account for unusual activity when purchases and
redemptions by the shareholder (based on social security number within
the Funds) reach the $100,000 threshold that has been set on the
"Unusual Activity Warning System."
- Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts.
- Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file Form 8300 as necessary.
- File suspicious activity reports as necessary.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a suspicious activity report, a Form 8300 or other similar report or notice to
OFAC or other regulatory agency, then the Transfer Agent shall also immediately
notify the Fund, unless prohibited by applicable law.
STATE STREET BANK AND TRUST SSgA FUNDS
COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
Executive Vice President Name: Xxxx X. Xxxxxxxx
Title: President and Chairman of the Board
Date: November 19, 2002
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