(d)(9)
FIRST AMENDMENT TO FEE WAIVER AND EXPENSE REIMBURSEMENT
AGREEMENT
THIS FIRST AMENDMENT, made as of this 29th day of April 29, 2008,
between State Street Institutional Investment Trust (the "Trust") on behalf of
its State Street Institutional Limited Duration Bond Fund, State Street
Institutional Short-Term Tax Exempt Bond Fund (formerly, State Street
Institutional Tax Free Limited Duration Bond Fund) and State Street
Institutional Tax Free Money Market Fund (each, a "Fund"), and SSgA Funds
Management, Inc. ("SSgA FM").
WHEREAS, the Fund and SSgA FM have previously entered into a Fee Waiver
and Expense Reimbursement Agreement dated February 1, 2007 and now wish to amend
it by extending the date of the fee waiver period;
WHEREAS, each of the State Street Institutional Limited Duration Bond
Fund, the State Street Institutional Tax Free Limited Duration Bond Fund and the
State Street Institutional Tax Free Money Market Fund currently invests all of
its investable assets in the State Street Limited Duration Bond Portfolio, the
State Street Tax Free Limited Duration Bond Portfolio and the State Street Tax
Free Money Market Portfolio, respectively, series of State Street Master Funds
(each, a "Master Portfolio");
WHEREAS, the parties have entered into an Investment Advisory Agreement
with respect to each Fund ("Advisory Agreement"); and
WHEREAS, no investment advisory fee is payable to SSgA FM under the
Advisory Agreement at any time a Fund is invested in a master-feeder structure;
and
WHEREAS, SSgA FM desires to reduce the investment advisory fee charged
to each Fund described in the Advisory Agreement (in the event a Fund no longer
invests in a master-feeder structure and Fund assets are directly managed by
SSgA FM) and/or reimburse certain operating expenses for each Fund to keep
expenses at specified levels as set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Trust and SSgA FM agree as follows:
1. For the period through April 30, 2009, SSgA FM agrees to waive fees
payable to SSgA FM pursuant to the Advisory Agreement (in the event a Fund no
longer invests in a master-feeder structure and Fund assets are directly managed
by SSgA FM) and/or reimburse operating expenses for each Fund in an amount
sufficient to keep the total annual operating expenses (exclusive of interest,
taxes, extraordinary expenses and the pass-through expenses from its respective
Master Portfolio) for such Fund at 0.10%.
2. SSgA FM understands and intends that each Fund will rely on this
agreement in preparing and filing its registration statement on Form N-1A
(including any amendments or supplements thereto) and in accruing the expenses
of the Fund for purposes of calculating net asset value and otherwise, and
expressly permits the Fund to do so.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.
STATE STREET INSTITUTIONAL INVESTMENT TRUST SSGA FUNDS MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
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Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Treasurer Title: President
