EXHIBIT 99.6(D)(IV)
ADDENDUM NO. 4 TO DISTRIBUTION AGREEMENT
OF THE SSgA FUNDS
This Addendum No. 4 to Distribution Agreement (the "Addendum") is made this 30th
day of September, 2003 between State Street Global Markets, LLC (the
"Distributor") and The SSgA Funds (the "Trust"). Except as otherwise provided in
this Addendum, all capitalized terms shall have the meaning ascribed thereto in
the Distribution Agreement of the SSgA Funds between the Distributor and the
Trust dated March 1, 2002, as amended (the "Distribution Agreement").
WHEREAS, pursuant to the Distribution Agreement, the Distributor serves as the
principal underwriter and distributor for Shares of the Funds identified in
Schedule A hereto, as amended from time to time; and
WHEREAS, the Trust and the Distributor desire to amend the Distribution
Agreement to include specific references to anti-money laundering obligations
and other legal obligations under the USA PATRIOT Act of 2001 ("PATRIOT Act");
NOW THEREFORE, the Distributor and the Trust hereby agree as follows:
1. A new paragraph is added to Section 2 of the Distribution Agreement as
follows:
Distributor understands and agrees that it shall comply with all applicable
federal and state securities laws and regulations, including those
regulations established by any applicable self-regulatory organizations.
Without limiting the foregoing, Distributor hereby represents and warrants
the following:
(a) It has adopted policies and procedures (the "Policies and
Procedures") and maintains a system of regulatory compliance and
internal controls, which is appropriate for and reasonably designed
to detect any violation of and meet the recordkeeping and reporting
requirements of all applicable statutes, laws, regulations and
orders relating to the prevention of money laundering and the
identification of customers, including without limitation (i) the
PATRIOT Act, as it may be amended from time to time, and the rules
and regulations promulgated thereunder, (ii) related suspicious
activity reporting requirements, and (iii) the orders and directives
or the Office of Foreign Assets Control (hereinafter collectively
referred to as the "Laws and Regulations"), provided however that
the Distributor is not required to perform, as it pertains to the
distribution of the Trust, any activities relating to the PATRIOT
Act that have been contractually assumed by the Transfer Agent to
the Trust (see attached Schedule B);
(b) The Policies and Procedures and the system of internal controls
adopted by it are being implemented as of the date hereof; and
(c) It will allow representatives of the federal regulatory agencies
with jurisdiction over the Distributor and the Trust to inspect it
and obtain information and records at its offices related to the
matters contemplated by this Agreement and/or to its anti-money
laundering activities that relate to its Customers which have
invested in Shares of the Trust.
(d) It will provide the Trust, on reasonable request, with
certifications or other representations regarding its compliance
with the above requirements.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 4 to be
executed by their offices thereunto duly authorized as of the date written
above.
SSgA FUNDS
By:/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: President and Chairman of the Board
STATE STREET GLOBAL MARKETS, LLC
By: /s/Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Chief Compliance Officer
SCHEDULE A
SSgA FUNDS
SSgA Money Market Fund (2D01)
SSgA US Government Money Market Fund (2D02)
SSgA Tax Free Money Market Fund (2D17)
SSgA Prime Money Market Fund (2D16)
SSgA US Treasury Money Market Fund (2D12)
SSgA Yield Plus Fund (2D07)
SSgA Intermediate Fund (2D15)
SSgA Bond Market Fund (2D08)
SSgA High Yield Bond Fund (2D21)
SSgA Core Opportunities Fund (2D14)
SSgA S&P 500 Index Fund (2D05)
SSgA MSCI EAFE Index Fund (2D26)
SSgA Disciplined Equity Fund (2D04)
SSgA Small Cap Fund (2D06)
SSgA Special Equity Fund (2D22)
SSgA Tuckerman Active REIT Fund (2D19)
SSgA Aggressive Equity Fund (2D23)
SSgA IAM SHARES Fund (2D24)
SSgA Large Cap Value Fund (2D27)
SSgA Large Cap Growth Opportunities Fund (2D28)
SSgA Emerging Markets Fund (2D09)
SSgA International Stock Selection Fund (2D18)
SSgA International Growth Opportunities Fund (2D20)
SSgA Life Solutions Growth Fund (2DLG)
SSgA Life Solutions Balanced Fund (2DLB)
SSgA Life Solutions Income and Growth Fund (2DLI)
SCHEDULE B
DELEGATED DUTIES
Consistent with the services provided by the Transfer Agent to the Trust and
with respect to the ownership of shares in the Trust for which the Transfer
Agent maintains the applicable shareholder information, the Transfer Agent to
the Trust has contractually assumed the following activities relating to the
PATRIOT Act:
1. Submit all new account and registration maintenance transactions through
the Office of Foreign Assets Control ("OFAC") database and such other lists
or databases of trade restricted individuals or entities as may be required
from time to time by applicable regulatory authorities.
2. Submit special payee checks through the OFAC database.
3. Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
4. Review wires sent pursuant to banking instructions other than those on file
with the Transfer Agent.
5. Review accounts with small balances followed by large purchases.
6. Review accounts with frequent activity within a specified date range
followed by a large redemption.
7. On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Trust to determine if activity for
that TIN exceeded the $100,000 threshold on any given day.
8. Compare all new accounts and registration maintenance through the Known
Offenders database and notify the Trust of any match.
9. Monitor and track cash equivalents under $10,000 for a rolling twelve-month
period and file IRS Form 8300 and issue the shareholder notices required by
the IRS.
10. Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the
SAR. Provide the Trust with a copy of the SAR within a reasonable time
after filing; notify the Fund if any further communication is received from
U.S. Department of the Treasury or other law enforcement agencies regarding
the SAR.
11. Compare account information to any FinCEN request received by the Trust and
provided to the Transfer Agent pursuant to the PATRIOT Act Sec. 314(a).
Provide the Trust with documents/information necessary to respond to
requests under PATRIOT Act Sec. 314(a) within required time frames.
12 (i) Verify the identity of any person seeking to open an account with the
Trust, (ii) Maintain records of the information used to verify the person's
identity and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Trust by any government agency.
In the event that the Transfer Agent detects activity as a result of the
foregoing procedures, which necessitates the filing by the Transfer Agent of a
SAR, a Form 8300 or other similar report or notice to OFAC or other regulatory
agency, then the Transfer Agent shall also immediately notify the Trust unless
prohibited by applicable Law.
