Exhibit 99.B(22)(g)(2)
SPECIAL CUSTODY ACCOUNT AGREEMENT
(SHORT SALES)
AGREEMENT (the "Agreement") dated as of __________, 2004, by and among State
Street Bank and Trust Company, in its capacity as custodian hereunder ("Bank"),
SSgA Funds on behalf of its portfolios as listed on Schedule A attached
("Customer"), and UBS Securities LLC ("Broker").
WHEREAS, Broker is a securities broker-dealer registered with the Securities and
Exchange Commission and is a member of several national securities exchanges;
and
WHEREAS, Customer, one or more series of an investment company registered with
the Securities and Exchange Commission ("SEC") under the Investment Company Act
of 1940, as amended, along with the rules and SEC guidance thereunder ("1940
Act"), is required by Section 17(f) of the 1940 Act to place its securities and
similar investments in the custody of one or more institutions of the type
specified in Section 17(f) and desires from time to time to execute short sales
transactions (which are permitted by Customer's investment policies), and in
connection therewith has executed Broker's Client Account Agreement Prime
Brokerage Services (the "Customer Agreement") which provides for margin
transactions; and
WHEREAS, to facilitate Customer's transactions in short sales of securities,
Customer and Broker desire to establish procedures for the compliance by Broker
with the provisions of Regulation T of the Board of Governors of the Federal
Reserve System, applicable 1940 Act provisions and other applicable requirements
(collectively, the "Margin Rules"); and
WHEREAS, Bank, as custodian of certain assets of Customer pursuant to the
Custodian Agreement (as defined herein), is prepared to act as custodian to hold
Collateral (as defined herein) according to the terms and conditions of this
Agreement;
NOW THEREFORE, be it agreed as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following meanings:
(a) "Adequate Margin" in respect of short sales shall mean such
collateral as is adequate in Broker's commercially reasonable
judgment under the Margin Rules and the internal policies of
Broker. Bank and Broker acknowledge that, under the 1940 Act,
Adequate Margin requires, at a minimum, that Customer maintain
Collateral (as defined below) in the Special Custody Account in
an amount at least equal to Customer's xxxx-to-market short
positions. [XXXXXXX - ON FURTHER CONSIDERATION, I THINK THIS IS
NEEDED WITHOUT REGARD TO UBS' COMMERCIALLY REASONABLE STANDARD
DUE TO THE FACT THAT IT IS UBS THAT COMPUTES AND CALLS FOR
MARGIN, THUS UBS NEEDS TO KNOW THAT IT CANNOT TREAT A REGISTERED
INVESTMENT COMPANY LIKE ITS OTHER CLIENTS AND CARRY THIS ACCOUNT
ON A LEVERAGED BASIS. I DON'T THINK THIS CALLS FOR MONITORING ON
UBS' PART, JUST THAT UBS' SYSTEM (WHETHER MANUAL OR AUTOMATED)
KNOWS THAT MARGIN OR LEVERAGE = ZERO.]
(b) "Advice from Broker" or "Advice" shall mean a written notice
sent to Customer and Bank except that Advice for initial or
additional Collateral or with respect to Broker's ability to
effect a short sale for the Customer may be given orally,
provided that Broker provides a written Advice to Bank and/or
Customer within one business day of such oral Advice. With
respect to any short sale or Closing Transaction, the Advice
from Broker shall mean a standard confirmation in use by Broker
and sent or transmitted to Customer and/or Bank. With respect to
substitutions or releases of Collateral, Advice from Broker
shall mean a written notice signed by Broker and sent or
transmitted to Customer and/or Bank. An Authorized
Representative of Broker will certify to Customer and Bank on
Appendix A attached hereto, as amended from time to time, the
names and signatures of those employees who are authorized to
sign Advice from Broker (each an "Authorized Representative of
Broker"). When used herein, the term "Advise" shall mean the act
of sending an Advice from Broker.
(c) "Closing Transaction" shall mean a transaction in which Customer
purchases securities which have been sold short.
(d) "Collateral" shall mean cash, U.S. Government securities, U.S.
margin-eligible securities or other securities, instruments or
other assets acceptable to Broker as may be transferred to the
Special Custody Account from time to time and all monies and
other property received as income or from the maturity,
redemption, sale or other disposition of property held therein..
(e) "Custodian Agreement" shall mean the agreement by and between
Bank and Customer, pursuant to which Bank provides general
custodial services to Customer.
(f) "Instructions from Customer" or "Instructions" shall mean a
request, direction or certification in writing and delivered to
Bank and Broker. An officer of Customer will certify to Bank and
Broker, as amended from time to time, the names and signatures
of those persons authorized to sign the instructions. When used
herein, the term "Instruct" shall mean the act of sending an
Instruction from Customer.
2. SPECIAL CUSTODY ACCOUNT
(a) OPENING CUSTODY ACCOUNT. Upon Instructions from Customer, Bank
shall segregate Collateral on its books and records as an
account for Broker entitled "UBS Securities LLC Special Custody
Account for the benefit of [Name of Portfolio on Schedule A]"
(hereinafter the "Special Custody Account"), and shall hold
therein all Collateral as shall be received and accepted by it
therein pursuant to this Agreement.
Customer and Bank each acknowledge and agree that the Special
Custody Account maintained by Broker for Customer is a
"securities account" within the meaning of Article 8 of the
Uniform Commercial Code, as in effect in the State of New York
(the "NYUCC"), and all property and assets held in or credited
from time to time to any such account shall be treated as a
"financial asset" for purposes of Article 8 of the NYUCC.
Subject to the 1940 Act, in the event of a breach or default by
Customer under this Special Custody Account Agreement, the
Broker shall have all rights and remedies available to a secured
creditor under
any applicable law or under the NYUCC (whether or not the NYUCC
is otherwise applicable in the relevant jurisdiction) in
addition to the rights and remedies provided herein. All
Collateral delivered to the Special Custody Account shall be
free and clear of all prior liens, claims and encumbrances
(other than liens solely in favor of the Broker), and Customer
will not cause or allow any of the Collateral, whether now owned
or hereafter acquired, to be or become subject to any liens,
security interests, mortgages or encumbrances of any nature
other than security interests solely in the Broker's favor;
further, Collateral consisting of securities shall be delivered
in good deliverable form (or the Broker shall have the power to
place such securities in good deliverable form) in accordance
with the requirements of the primary market or markets for such
securities. Customer shall execute such documents and take such
other action as the Broker shall reasonably request in order to
perfect the Broker's rights with respect to any such Collateral
and, in the case of an investment property, grant the Broker
control (within the meaning of Sections 8-106 and 9-106 of the
NYUCC) thereof. In addition, Customer appoints the Broker as
Customer's attorney-in-fact to act on Customer's behalf to sign,
seal, execute and deliver all documents, and do all such acts as
may be required, to perfect (and, in the case of investment
property, grant the Broker control thereof) the security
interests created hereunder in, or realize upon all rights in,
the Collateral.
Customer agrees to instruct Bank in Instructions from Customer
as to specific Collateral which Bank is to identify on its books
and records as pledged to Broker as Collateral in the Special
Custody Account. A separate Special Custody Account shall be
maintained for each portfolio identified on Schedule A hereto.
Customer agrees that the value of such Collateral shall be at
least equal in value to what Broker shall initially and from
time to time Advise Customer as being necessary to constitute
Adequate Margin.
If, prior to 11:00 A.M. on any business day, Broker notified
Customer of the amount necessary to constitute Adequate Margin,
Customer shall, prior to the close of business on such day,
cause sufficient Collateral to be transferred to the Special
Custody Account such that the amount of all Collateral in such
Special Custody Account is equal to or exceeds the amount
necessary to constitute Adequate Margin. If, after 11:00 A.M.,
on any business day, Broker notifies Customer of the amount
necessary to constitute Adequate Margin, Customer shall, prior
to 11:00 A.M. of the next business day, cause sufficient
Collateral to be transferred to the Special Custody Account such
that the amount of all Collateral in such Special Custody
Account is equal to or exceeds the amount necessary to
constitute Adequate Margin.
Bank may, in its discretion, choose not to act upon Instructions
from Customer if any advances under the Custodian Agreement are
outstanding to Customer at such time. If Bank chooses not to act
on Instructions from Customer, Bank shall promptly notify
Customer of Bank's intention not to act upon such instructions
along with Bank's reason for such non-action. Customer may
substitute or exchange the Collateral in the Special Custody
Account only provided that Adequate Margin is maintained in the
Special Custody Account and Customer promptly notifies Broker of
the contemplated substitution or exchange and Broker Advises
Bank that such substitution or exchange is acceptable. Bank
shall have no responsibility for the valuation or adequacy of
any margin required under this
Agreement. Collateral (i) will be held by Bank pursuant to the
terms hereof, (ii) may be released only in accordance with the
terms of this Agreement, and (iii) except as required to be
released hereunder to Broker, shall not be made available to
Broker or any other person claiming through Broker, including
the creditors of Broker.
(b) SECURITY INTEREST. Customer hereby grants a continuing security
interest to Broker in the Collateral in the Special Custody
Account. Bank will hold the Collateral in the Special Custody
Account, subject to the interest therein of Broker as the
pledgee and secured party thereof in accordance with the terms
of this Agreement. Such security interest will terminate at such
time as Collateral is released as provided herein. Bank shall
have no responsibility for the creation, validity or
enforceability of such security interest.
(c) CONTROL. Bank hereby agrees to comply, without Customer's
further consent, with any Entitlement Orders (as defined in
Section 8-102 of the Uniform Commercial Code (the "UCC"))
related to a duly created Securities Entitlement (as defined in
Section 8-501(b) of the UCC) originated by Broker with respect
to the Collateral in the Special Custody Account. Customer
hereby agrees to such provision. Broker hereby covenants to
Customer that it will only issue Entitlement Orders in the event
that it has a right to do so pursuant to the Customer Agreement.
(d) CONFIRMATION. Bank will confirm in writing by the next business
day to Broker all pledges, releases or substitutions of
Collateral in a Special Custody Account and will supply Broker
and the Customer with a monthly statement of Collateral and
transactions in the Special Custody Account for such month. Bank
will also advise Broker upon request of the kind and amount of
Collateral pledged to Broker.
(e) EXCESS COLLATERAL. Upon the request of Customer, Broker shall
advise Bank and Customer of any excess of Collateral in the
Special Custody Account. Such excess shall at the Customer's
request be transferred from the Special Custody Account to an
account of Customer at Bank, upon Bank's receipt of an Advice
from Broker on the next business day following Broker's
determination of the existence of Excess Collateral
(f) ACCOUNTS AND RECORDS. Bank will maintain accounts and records
for the Collateral in the Special Custody Account as more fully
described in sub-paragraph 5(a) below. The Collateral shall at
all times remain the property of the Customer subject only to
the extent of the interest and rights therein of Broker as the
pledgee thereof.
3. ORIGINAL AND VARIATION MARGIN ON SHORT SALES
(a) SHORT SALES. From time to time, Customer may place orders with
Broker for the short sale of securities. Prior to the acceptance
of such orders Broker will advise Customer of Broker's ability
to borrow such securities or other properties and acceptance of
short sale orders will be contingent upon same.
(b) OPEN SHORT SALES BALANCE. Broker shall, based on the closing
market price on each business day, compute the aggregate net
credit or debit balance on
Customer's open short sales and advise Customer and/or
Customer's designated agent by 11:00 A.M. New York time on the
next business day (each a "Determination Day") of the amount of
the net debit or credit, as the case may be. If a net debit
balance exists on a Determination Day, Customer will cause an
amount equal to such net debit balance to be pledged to Broker
as Collateral in the Special Custody Account by the close of
business on such Determination Day. If a net credit balance
exists on a Determination Day, Broker will return Collateral in
accordance with Section 2 (e).
4. DUTIES OF THE CUSTOMER
It is understood and agreed that Customer, when placing with Broker any
order to sell short for Customer's account, will designate the order as
such and hereby authorizes Broker to xxxx such order as being "short",
and when placing with Broker any order to sell long for Customer's
account, will designate the order as such and hereby authorizes Broker
to xxxx such order as being "long". Any sell order which Customer shall
designate as being for long account as above provided is for securities
then owned by Customer and, if such securities are not then deliverable
by Broker from any account of Customer, the placing of such order shall
constitute a representation by Customer that it is impracticable for
Customer then to deliver such securities to Broker but that Customer
shall deliver them by the settlement date or as soon as possible
thereafter.
5. RIGHTS AND DUTIES OF THE BANK
(a) GENERALLY. Bank shall receive and hold in the Special Custody
Account, as custodian upon the terms of this Agreement, all
Collateral deposited and maintained pursuant to the terms of
this Agreement. Bank shall have no duty to require any money or
securities to be delivered to it or to determine that the amount
and form of assets delivered to it comply with any applicable
requirements. Collateral held in the Special Custody Account
shall be released only in accordance with this Agreement or as
required by applicable law. Customer grants its authority to
deposit in such account any Collateral received, or posted for
the benefit of Customer, by Bank. Bank may hold the securities
in the Special Custody Account in bearer, nominee, book-entry,
or other form, in omnibus accounts and in a depository or
clearing corporation, with or without indicating that the
securities are held hereunder; provided, however, that all
securities held in the Special Custody Account shall be
identified on Bank's records as subject to this Agreement, shall
otherwise comply with the Bank's custodial requirements under
the 1940 Act, and shall be in a form that permits transfer
without additional authorization or consent of Customer.
Customer hereby agrees to hold Bank and its nominees harmless
from any liability solely as holder of record.
(b) DIVIDENDS AND INTEREST. Any interest, dividends or other
distributions paid with respect to the Collateral held in the
Special Custody Account shall be credited by Bank to Customer's
custody account.
(c) REPORTS. The Bank shall, as promptly as practical, provide
Broker and the Customer and/or Customer's designated agent with
written confirmation of each transfer into and out of the
Special Custody Account. Except as the parties may otherwise
agree, the Bank shall render to Broker a monthly statement of
the
Collateral held in the Special Custody Account. In addition,
Bank will advise Broker and Customer and/or Customer's
designated agent, promptly upon the request of the Broker or
Customer, of the type and amount of Collateral held in a Special
Custody Account. In addition, the Bank will advise the Broker
and the Customer and/or Customer's designated agent, upon
request of the Broker or Customer, at any time of the type and
amount of Collateral held in the account; provided, however,
that the bank shall have no responsibility for making any
determination as to the value of such Collateral.
(d) LIMITATION OF BANK'S LIABILITY. Bank's duties and
responsibilities are set forth in this Agreement. Bank shall act
only upon receipt of Advice from Broker regarding release or
substitution of Collateral. Bank shall not be liable or
responsible for anything done, or omitted to be done, by it,
upon receipt of Proper Instructions (as contemplated by the
Custodian Contract, as supplemented by the provisions of this
Agreement), in good faith and in the absence of negligence and
may rely and shall be protected in acting upon any notice,
instruction or other communication which it reasonably believes
to be genuine and authorized. As between Bank and Broker, Broker
shall indemnify and hold Bank harmless with regard to any losses
or liabilities of Bank (including counsel fees) imposed on or
incurred by Bank arising out of any action or omission of the
Bank in accordance with any Advice, notice or instruction of
Broker under this Agreement. In matters concerning or relating
to this Agreement, Bank shall not be responsible for compliance
with any statute or regulation regarding the establishment or
maintenance of margin credit, including but not limited to
Regulations T or X of the Board of Governors of the Federal
Reserve System, or with any rules or regulations of the Office
of the Controller of the Currency (or the Securities and
Exchange Commission). Bank shall not be liable to any party for
any acts or omissions of the other parties to this Agreement. As
between Customer and Bank, the terms of the Custodian Agreement
shall apply with respect to any losses or liabilities incurred
by such parties in connection with this Agreement. Bank shall
not be liable to any party to this Agreement for indirect,
special or consequential damages.
(e) COMPENSATION. Bank shall be paid as compensation for its
services pursuant to this Agreement such compensation as may
from time to time be agreed upon in writing between Customer and
Bank.
6. DEFAULT
In the event of a default by Customer of its obligations (i) to
maintain Adequate Margin as herein provided, (ii) to timely
comply with any obligation on Customer's part to be performed or
observed under this Agreement or in the Customer Agreement,
(iii) to pay on demand by Broker any losses sustained by Broker
as may occur under circumstances contemplated in paragraph 3
above, (iv) in the event of Customer's (A) insolvency or is
unable to pay its debts as they become due or fails or admits in
writing its inability to pay its debts as they become due, (B)
makes a general assignment, arrangement or composition with or
for the benefit of its creditors, (C) institutes or has
instituted against it a case or proceeding under any bankruptcy,
insolvency, reorganization, liquidation, moratorium,
dissolution, delinquency or other similar law affecting
creditors' rights, or seeks or becomes subject to the
appointment of an administrator,
provisional liquidator, conservator, trustee, receiver,
custodian or similar official for all or a substantial portion
of its assets, or (D) has a secured party take possession of any
property or account of Customer or has a distress, execution,
attachment, sequestration or similar legal process commenced
with respect to any property or account of Customer, or (v) in
the event of a default by Customer under the Customer Agreement,
Broker has the right to effect a Closing Transaction or buy-in
of any securities of which Customer's account may be short. In
the event of a default, Broker shall also have the right, to
sell any and all Collateral in the Special Custody Account and
to give Advice to Bank to deliver such Collateral free of
payment to Broker which Advice shall state that, pursuant to
this Agreement, the condition precedent to Broker's right to
receive such Collateral free of payment has occurred. The Bank
will provide prompt telephone notice to Customer of any receipt
by Bank of Advice from Broker to deliver Collateral free of
payment, and shall promptly effect delivery of Collateral to
Broker. Such sale or purchase may be made according to Broker's
commercially reasonable judgment and may be made at Broker's
discretion, on the principal exchange or other market for such
securities, or in the event such principal market is closed, in
a manner commercially reasonable for such securities.
7. LIMITATION OF BROKER LIABILITY TO CUSTOMER
Broker shall not be liable to Customer for any losses, costs, damages,
liabilities or expenses suffered or incurred by Customer as a result of
any transaction executed hereunder, or any other action taken or not
taken by Broker hereunder for Customer's account at Customer's direction
or otherwise, except to the extent that such loss, cost, damage,
liability or expense is the result of Broker's own negligence, willful
misconduct or bad faith. Notwithstanding anything set forth in this
Agreement, Broker shall not be liable to any party to this Agreement for
indirect, special or consequential damages.
8. REPRESENTATIONS
Customer represents and warrants that the Collateral will not be subject
to any other liens or encumbrances. Bank hereby represents that
Collateral in the Special Custody Account will not at any time be
subject to any right, charge, security interest, lien, or claim of any
kind in favor of Bank, or any person claiming through Bank, except for a
lien for its fees, expenses and advances for settlement of securities
transactions in connection herewith or under the Custodian Agreement.
Broker and Bank hereby acknowledges that their rights and obligations
with respect to a portfolio shall not create any other right of
obligations with respect to any other portfolio. Without limiting the
generality of the foregoing: (i) neither the giving of a Notice of
Exclusive Control nor an event of default with respect to one portfolio
shall constitute a Notice of Exclusive Control or an event of default
with respect any other portfolio; (ii) any collateralization obligations
with respect to any portfolio shall not constitute collateralization
obligations with respect to any other portfolio; and (iii) any set-off
rights, obligations, or liabilities with respect to any portfolio shall
not constitute set-off rights, obligations, or liabilities with respect
to any other portfolio. It is expressly acknowledged that the
obligations of SSgA Funds hereunder shall not be binding upon any of the
shareholders, trustees, officers, employees or agents of the SSgA Funds,
personally, but shall bind only the trust property of the SSgA Funds, as
provided in its
Declaration of Trust and that, to the extent that such trustees are
regarded as entering into this Agreement, they do so only in their
capacity as trustees and not in their individual capacities.
9. TERMINATION
Any of the parties hereto may terminate this Agreement by fifteen (15)
days' prior written notice to the other parties hereto; provided,
however, that the status of any short sales and of Collateral held at
the time of such notice to margin such short sales shall not be affected
by such termination until the release of such Collateral pursuant to
applicable law or regulations or rules of any self regulatory
organization to which the Broker is subject. In the event of the release
of excess Collateral, such excess Collateral shall be transferred to a
proper custody account of the Customer in the Bank. Upon any termination
of the Custodian Agreement, this Agreement shall terminate and all
assets of the Customer held in the Special Custody Account shall be
transferred, by the effective date of termination, to a successor
custodian specified by the Customer and subject to the approval of the
Broker provided that this Agreement shall remain in full force and
effect if such successor custodian agrees to be bound by the terms
hereof that are applicable to Bank.
10. NOTICES
Written communications hereunder shall be made via email between or
among Bank and the persons listed on Appendices A or B of this
Agreement, telegraphed, sent by facsimile transmission or hand delivered
as required herein. When another method of delivery is not specified,
written communications may be sent by overnight delivery or mailed first
class postage prepaid, except that written notice of termination shall
be sent by certified mail, addressed:
(a) if to Bank, to:
State Street Bank and Trust Company
Mutual Fund Services
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Attn: Xxxx X. XxXxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
(b) if to Customer, to:
SSgA Funds
State Street Financial Center
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: *** PLEASE FILL IN
Phone: *** PLEASE FILL IN
Facsimile: *** PLEASE FILL IN
(c) if to Broker, to:
UBS Securities LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Prime Broker Services
Phone: (000) 000-0000
Facsimile: (000) 000-0000
11. CONTROLLING LAW
The construction and enforcement of this Agreement shall be subject to
and governed by the laws of the State of New York.
12. MODIFICATION/AMENDMENT
Customer and Bank agree that the terms of this Agreement shall
supplement and amend the Custody Agreement dated as of __________ __,
_______ between the Bank and the Customer with respect to the Special
Custody Account identified on page 3 hereof, and to the extent
inconsistent therewith, the terms of this Agreement shall control.
Customer and Broker agree that the terms of this Agreement shall
supplement and amend the Client Account Agreement Prime Brokerage
Services dated as of December __, 2004 between the Customer and Broker,
and to the extent inconsistent therewith, the terms of the Client
Account Agreement Prime Brokerage Services, shall control; provided,
however, notwithstanding the foregoing, to the extent inconsistent
therewith, the terms of this Agreement shall control with respect to
Section 14 (Custody) of the Client Account Agreement Prime Brokerage
Services and with respect to the calculation and maintenance of Adequate
Margin. No amendment of this Agreement shall be effective unless in
writing and signed by an authorized officer of each Broker, Customer and
Bank.
13. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all such counterparts when taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers as of the date first above written.
SSgA FUNDS
On Behalf of Its Portfolios on Schedule A Attached
By:
------------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
STATE STREET BANK AND TRUST COMPANY
By:
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
UBS SECURITIES LLC
By:
------------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
SCHEDULE A
to
SPECIAL CUSTODY ACCOUNT AGREEMENT
AMONG SSgA FUNDS ON BEHALF OF ITS PORTFOLIOS,
UBS SECURITIES LLC,
AND STATE STREET BANK AND TRUST COMPANY
Dated: __________, 2004
PORTFOLIOS OF SSgA FUNDS:
SSgA Directional Core Equity Fund
APPENDIX A
TO SPECIAL CUSTODY ACCOUNT AGREEMENT AMONG SSgA FUNDS,
ON BEHALF OF ITS PORTFOLIOS ON SCHEDULE A,
UBS SECURITIES LLC,
AND STATE STREET BANK AND TRUST COMPANY
Dated: _________, 2004
AUTHORIZED PERSONS FOR UBS SECURITIES LLC
Bank is directed to accept and act upon Advice from Broker received from any one
of the following persons at UBS Securities LLC.
NAME TELEPHONE/FAX NUMBER SIGNATURE
---- -------------------- ---------
1. 1. 1. ______________________
2. 2. 2. ______________________
3. 3. 3. ______________________
Authorized by: _______________________, as authorized agent of Broker
Name:
Title:
Date:
APPENDIX B
TO
SPECIAL CUSTODY ACCOUNT AGREEMENT AMONG
SSgA FUNDS,
ON BEHALF OF ITS PORTFOLIOS ON SCHEDULE A,
UBS SECURITIES LLC,
AND STATE STREET BANK AND TRUST COMPANY
Dated: _____, 2004
AUTHORIZED PERSONS FOR EACH REGISTERED
INVESTMENT COMPANY ON SCHEDULE A/
SSgA FUNDS MANAGEMENT, INC.
Bank is directed to accept and act upon Instructions from Customer received from
any one of the following persons at SSgA Funds Management, Inc., as authorized
by SSgA Funds.
NAME TELEPHONE/FAX NUMBER SIGNATURE
---- -------------------- ---------
1. 1. 1. ______________________
2. 2. 2. ______________________
3. 3. 3. ______________________
Authorized by: _______________________, as authorized agent of Broker
Name:
Title:
Date:
