EXHIBIT 99.B22A(1)
SSgA FUNDS
AMENDMENT NO. 22 TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
ESTABLISHMENT OF A CLASS OF SHARES OF AN EXISTING SUB-TRUST
REMOVAL OF EXISTING SUB-TRUSTS
THIS AMENDMENT NO. 22 to the First Amended and Restated Master Trust Agreement,
dated October 13, 1993 (also referred to as the Agreement and Declaration of
Trust), is made as of the 25th day of August, 2005:
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Trustees have previously established and
designated the following Classes and Sub-Trusts: (i) Institutional Class: SSgA
Money Market Fund, SSgA US Government Money Market Fund, SSgA S&P 500 Index
Fund, SSgA Small Cap Fund, SSgA Disciplined Equity Fund, SSgA International
Stock Selection Fund, SSgA MSCI(R) EAFE(R) 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, SSgA Intermediate Fund, and SSgA
Prime Money Market Fund, SSgA Emerging Markets Fund, SSgA Tax Free Money Market
Fund, SSgA Tuckerman Active REIT Fund, SSgA Life Solutions Income and Growth
Fund, SSgA Life Solutions Balanced Fund, SSgA Life Solutions Growth Fund, SSgA
Special Equity Fund, SSgA High Yield Bond Fund, SSgA International Growth
Opportunities Fund, SSgA Aggressive Equity Fund, SSgA IAM SHARES Fund, SSgA
Large Cap Value Fund, SSgA Large Cap Growth Opportunities Fund, SSgA Directional
Core Equity Fund and SSgA Enhanced Small Cap Fund; (ii) Class R: SSgA Bond
Market Fund Class R Shares, SSgA Aggressive Equity Fund Class R Shares, SSgA
Core Opportunities Fund Class R Shares, SSgA Small Cap Fund Class R Shares, SSgA
International Stock Selection Fund Class R Shares, SSgA Life Solutions Balanced
Fund Class R Shares, SSgA Life Solutions Growth Fund Class R Shares, and SSgA
Life Solutions Income and Growth Fund Class R Shares; and (iii) Class T: SSgA
Prime Money Market Fund Class T Shares, SSgA US Treasury Money Market Fund Class
T Shares; and
WHEREAS, the Trustees have the authority under Section 4.1 of the Agreement to
establish and designate additional separate and distinct sub-trusts and to fix
and determine certain relative rights and preferences as between the shares of
the Sub-trusts, without shareholder approval;
WHEREAS, the Trustees hereby desire to establish and designate the Select Class
as an additional Sub-Trust with the relative rights and preferences set forth in
Section 4.2 of he Agreement;
WHEREAS, the Trustees voted in favor of the liquidation and winding up of the
affairs of the SSgA Special Equity Fund, and the SSgA MSCI EAFE Index Fund,
including the filing of an amendment to the Agreement and Declaration of Trust
to remove each of said Funds as Sub-Trusts of the Trust;
WHEREAS, at a duly constituted meeting of the Trustees held on May 23, 2005, the
following resolutions were adopted by the Trustees:
RESOLVED, that the Plan of Liquidation and Termination for the SSgA MSCI
EAFE Index Fund (the "MSCI EAFE Index Fund"), with such changes as the
officers of the SSgA Funds (the "Trust"), on advice of counsel, determine
to be necessary or appropriate, be, and hereby is, authorized and approved.
RESOLVED, that the Plan of Liquidation and Termination for the SSgA Special
Equity Fund (the "Special Equity Fund") (the "Special Equity Liquidation
Plan"), with such changes as the officers of the Trust on advice of
counsel, determine to be necessary or appropriate, be, and hereby is,
authorized and approved.
RESOLVED, that the proper officers of the Trust be, and each of them hereby
is, authorized on behalf of the Trust to declare and pay such dividends and
other distributions for the MSCI EAFE Index and Special Equity Funds
(collectively, the "Sub-Trusts")as necessary or appropriate in anticipation
of or in connection with each Sub-Trust's liquidation to ensure
qualification as a registered investment company within the meaning of
Subchapter M of the Internal Revenue Code and avoid the application of any
excise tax.
RESOLVED, that the liquidation of each Sub-Trust, as set forth in each
respective Liquidation Plan, be, and it hereby is, directed to take place
on August 1, 2005, or at such time and on such date as deemed appropriate
by the officers of the Trust, in consultation with outside counsel and
counsel to the Independent Trustees and subject to notification of such
alternate date to any remaining shareholders by written notice, telephone
or facsimile.
RESOLVED, that the proper officers of the Trust be, and they hereby are,
authorized and directed to prepare and file an amendment to the Trust's
First Amended and Restated Master Trust Agreement dated October 13, 1993,
as amended with the Secretaries of State of Washington and Massachusetts
and the Boston City Clerk to give effect to the foregoing resolutions.
RESOLVED, that the proper officers of the Trust be, and they hereby are,
authorized on behalf of the Trust to execute such instruments or documents
and take such other action, including providing notice of termination with
respect to the Sub-Trusts' service provider arrangements, as they may deem
necessary or desirable to effect the goals and purposes of each respective
Liquidation Plan.
WHEREAS, at a duly constituted meeting of the Trustees held on July 11, 2005,
the following resolutions were adopted by the Trustees:
RESOLVED, that the Investment Company's officers be, and they hereby are,
authorized and directed to prepare and file an amendment to add the Select
Class to the First Amended and Restated Master Trust Agreement ("Trust
Agreement") with the Secretaries of State of the Commonwealth of
Massachusetts and State of Washington and the Boston City Clerk.
RESOLVED, that the Investment Company's officers be, and they hereby are,
authorized, empowered and directed to execute and file such reports or
other documents as are required to perfect the creation of the Select
Class.
NOW, THEREFORE,
The first paragraph of Section 4.2 of the Agreement and Declaration of
Trust is hereby amended to read in pertinent part as follows:
"Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. Without
limiting the authority of the Trustees set forth in Section 4.1 to
establish and designate any further Sub-Trusts, the Trustees hereby
establish and designate the following Classes and Sub-Trusts: (i)
Institutional Class: SSgA Money Market Fund, SSgA US Government Money
Market Fund, SSgA S&P 500 Index Fund, SSgA Small Cap Fund, SSgA Disciplined
Equity Fund, SSgA International Stock Selection 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, SSgA Intermediate
Fund, and SSgA Prime Money Market Fund, SSgA Emerging Markets Fund, SSgA
Tax Free Money Market Fund, SSgA Tuckerman Active REIT Fund, SSgA Life
Solutions Income and Growth Fund, SSgA Life Solutions Balanced Fund, SSgA
Life Solutions Growth Fund, SSgA High Yield Bond Fund, SSgA International
Growth Opportunities Fund, SSgA Aggressive Equity Fund, SSgA IAM SHARES
Fund, SSgA Large Cap Value Fund, SSgA Large Cap Growth Opportunities Fund,
SSgA Directional Core Equity Fund and SSgA Enhanced Small Cap Fund; (ii)
Class R: SSgA Bond Market Fund Class R Shares, SSgA Aggressive Equity Fund
Class R Shares, SSgA Core Opportunities Fund Class R Shares, SSgA Small Cap
Fund Class R Shares, SSgA International Stock Selection Fund Class R
Shares, SSgA Life Solutions Balanced Fund Class R Shares, SSgA Life
Solutions Growth Fund Class R Shares, and SSgA Life Solutions Income and
Growth Fund Class R Shares; (iii) Class T: SSgA Prime Money Market Fund
Class T Shares, SSgA US Treasury Money Market Fund Class T Shares; and
Select Class: SSgA Emerging Markets Fund Select Class Shares. The Shares of
each Sub-Trust and any Shares of any further Sub-Trusts that may from time
to time be established and designated by the Trustees shall (unless the
Trustees otherwise determine with respect to some further Sub-Trust at the
time of establishing and designating the same) have the following relative
rights and preferences:"
The undersigned hereby certifies that the Amendment set forth above has been
duly adopted in accordance with the provisions of the Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of the day and
year first above written.
SSgA FUNDS
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Xxxx X. Xxxxxxxx
Chairman of the Board and President
