RE: SSgA Funds Waiver and Reimbursement Agreement

Exhibit 99.B(d)(5)

September 1, 2008

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, 2009.

SSgA Fund Name		Total Expense Reimbursement		Expiration Date
Aggressive Equity		All expenses in excess of 1.10%		December 31, 2009
Aggressive Equity Class R		All expenses in excess of 1.60%		December 31, 2009
Bond Market		All expenses in excess of .50%		December 31, 2009
Bond Market Class R		All expenses in excess of 1.00%		December 31, 2009
Concentrated Growth Opportunities		All expenses in excess of 1.10%		December 31, 2009
Core Edge Equity Fund		All expenses in excess of 1.60%(1)		December 31, 2009
Core Opportunities		All expenses in excess of 1.10%		December 31, 2009
Core Opportunities Class R		All expenses in excess of 1.60%		December 31, 2009
Directional Core Equity		All expenses in excess of 1.60%(2)		December 31, 2009
Emerging Markets		All expenses in excess of 1.25%		December 31, 2009
Enhanced Small Cap		All expenses in excess of .75%		December 31, 2009
High Yield Bond		All expenses in excess of .75%		December 31, 2009
IAM SHARES		All expenses in excess of .65%		December 31, 2009
Intermediate Fund		All expenses in excess of .60%		December 31, 2009
International Growth Opportunities		All expenses in excess of 1.10%		December 31, 2009
International Stock Selection		All expenses in excess of 1.00%		December 31, 2009
International Stock Selection Class R		All expenses in excess of 1.60%		December 31, 2009
Large Cap Value		All expenses in excess of 1.10%		December 31, 2009
Life Solutions Balanced		All expenses in excess of .45%		December 31, 2009
Life Solutions Growth		All expenses in excess of .45%		December 31, 2009
Life Solutions Income and Growth		All expenses in excess of .45%		December 31, 2009
Money Market		All expenses in excess of .40%		December 31, 2009
Prime Money Market		All expenses in excess of .20%		December 31, 2009
S&P 500 Index		All expenses in excess of .18%		December 31, 2009

(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.

16

Small Cap Class R		All expenses in excess of 1.60%		December 31, 2009
Tuckerman Active REIT		All expenses in excess of 1.00%		December 31, 2009
US Treasury Money Market		All expenses in excess of .20%		December 31, 2009

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:	/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, Senior Managing Director and President
Accepted and Agreed:
SSgA Funds, on behalf of the portfolios named above
By:	/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Treasurer and Principal Financial Officer

17