EXHIBIT (D)(4)
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, made as of this 7th day of February, 2007, between State Street
Master Funds (the "Trust") on behalf of its State Street Limited Duration Bond
Portfolio, State Street Tax Free Limited Duration Bond Portfolio and State
Street Tax Free Money Market Portfolio series (each, a "Portfolio"), and SSgA
Funds Management, Inc. ("SSgA FM").
WHEREAS, the parties have entered into an Investment Advisory Agreement
with respect to each Portfolio (the "Advisory Agreement"); and
WHEREAS, SSgA FM desires to reduce the investment advisory fee charged to
each Portfolio described in the Advisory Agreement and/or reimburse certain
operating expenses for each Portfolio 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 commencing as of the date of this Agreement through April
30, 2008, SSgA FM agrees to waive fees payable to SSgA FM pursuant to the
Advisory Agreement and/or reimburse operating expenses for each Portfolio in an
amount sufficient to keep the total annual operating expenses (exclusive of
interest, taxes and extraordinary expenses) for the Portfolio at 0.10%.
2. SSgA FM understands and intends that each Portfolio, and any series of
an investment company that investments substantially all of its investable
assets in the Portfolio ("Feeder Fund"), will rely on this agreement in
preparing and filing their respective registration statements on Form N-1A
(including any amendments or supplements thereto) and in accruing the expenses
of such Portfolio and any such Feeder Fund, as applicable, for purposes of
calculating net asset value and otherwise, and expressly permits the Portfolio
and any Feeder 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 MASTER FUNDS SSGA FUNDS MANAGEMENT, INC.
By: By:
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Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Treasurer Title: President
