EXHIBIT 99.(e)(3) ALPS Distributors, Inc. 370 Seventeenth Street Denver, Colorado 80202-5627 Ladies and Gentlemen: Reference is made to the Distribution Agreement between us dated February 28, 2000, as amended on March 31, 2001 (the "Agreement")....

                                                               EXHIBIT 99.(e)(3)




ALPS Distributors, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000


Ladies and Gentlemen:

         Reference is made to the Distribution Agreement between us dated
February 28, 2000, as amended on March 31, 2001 (the "Agreement").

         Pursuant to the Agreement, this letter is to provide notice of the
creation of two additional funds of the State Street Institutional Investment
Trust (the "Trust"), namely the State Street Money Market Fund and the State
Street U.S. Government Money Market Fund (the "New Funds").

         We request that you act as Distributor under the Agreement with respect
to the New Funds.

         Please indicate your acceptance of the foregoing by executing two
copies of this letter, returning one copy to the Trust and retaining one copy
for your records.


                                     Very truly yours,

                                     State Street Institutional Investment Trust

                                     By:
                                        ----------------------------------------


                                     Accepted:

                                     ALPS Distributors, Inc.

                                     By:
                                        ----------------------------------------

Date:    February 14, 2002