RE: SSgA Funds Waiver and Reimbursement Agreement

Exhibit 99.B(d)(5)

September 27, 2007

Mr. Xxxx Xxxxxxx

Treasurer and Principal Financial Officer

SSgA Funds

000 X Xxxxxx

Tacoma, WA  98402

RE: SSgA Funds Waiver and Reimbursement Agreement

Dear Xxxx:

SSgA Funds Management, Inc. (“SFM”), as advisor to the SSgA Funds (the “Funds”), agrees to waive up to the full amount of the Advisory Fee and to reimburse the Funds for all expenses on an annual basis (exclusive of non-recurring account fees and extraordinary expenses) to the extent that total expenses exceed the caps stated below, until December 31, 2008.

SSgA Fund Name		Total Expense Reimbursement		Expiration Date
Aggressive Equity		All expenses in excess of 1.10%		December 31, 2008
Aggressive Equity Class R		All expenses in excess of 1.60%		December 31, 2008
Bond Market		All expenses in excess of .50%		December 31, 2008
Bond Market Class R		All expenses in excess of 1.00%		December 31, 2008
Concentrated Growth Opportunities		All expenses in excess of 1.10%		December 31, 2008
Core Edge Equity Fund		All expenses in excess of 1.60%(1)		December 31, 2008
Core Opportunities		All expenses in excess of 1.10%		December 31, 2008
Core Opportunities Class R		All expenses in excess of 1.60%		December 31, 2008
Directional Core Equity		All expenses in excess of 1.60%(2)		December 31, 2008
Emerging Markets		All expenses in excess of 1.25%		December 31, 2008
Enhanced Small Cap		All expenses in excess of .75%		December 31, 2008
High Yield Bond		All expenses in excess of .75%		December 31, 2008
IAM SHARES		All expenses in excess of .65%		December 31, 2008
Intermediate Fund		All expenses in excess of .60%		December 31, 2008
International Growth Opportunities		All expenses in excess of 1.10%		December 31, 2008
International Stock Selection		All expenses in excess of 1.00%		December 31, 2008
International Stock Selection Class R		All expenses in excess of 1.60%		December 31, 2008
Large Cap Value		All expenses in excess of 1.10%		December 31, 2008
Life Solutions Balanced		All expenses in excess of .45%		December 31, 2008
Life Solutions Growth		All expenses in excess of .45%		December 31, 2008
Life Solutions Income and Growth		All expenses in excess of .45%		December 31, 2008
Money Market		All expenses in excess of .40%		December 31, 2008
Prime Money Market		All expenses in excess of .20%		December 31, 2008

(1) Exclusive of nonrecurring account fees, extraordinary expenses, AND interest on securities sold short.

(2) Exclusive of nonrecurring account fees, extraordinary expenses, AND interest on securities sold short.

S&P 500 Index		All expenses in excess of .18%		December 31, 2008
Small Cap Class R		All expenses in excess of 1.60%		December 31, 2008
Tuckerman Active REIT		All expenses in excess of 1.00%		December 31, 2008
US Treasury Money Market		All expenses in excess of .20%		December 31, 2008
Yield Plus Fund		All expenses in excess of .50%		December 31, 2008

In addition, SFM agrees to the following management fee waivers on an annual basis for certain Funds in the amounts and for the expiration dates shown in the table below.

SSgA Fund Name		Management Fee Waiver		Expiration Date
Prime Money Market		.05% of .15% management fee		December 31, 2010
US Treasury Money Market		.05% of .15% management fee		December 31, 2010

This agreement, which supersedes any prior voluntary waiver or reimbursement arrangements for the Funds specifically named above may, at SFM’s option, continue after the dates designated above, but may be revised or eliminated at any time thereafter without notice.

If this arrangement is acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.

Sincerely,

SSgA FUNDS MANAGEMENT, INC.

By:

Xxxxx Xxxx, Senior Managing Director and President

Accepted and Agreed:

SSgA Funds, on behalf of the portfolios named above

By:

Xxxx X. Xxxxxxx

Treasurer and Principal Financial Officer

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