AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SSGA FUNDS MANAGEMENT, INC.
AND
STATE STREET NAVIGATOR SECURITIES LENDING TRUST
This Amendment No. 2 to the Investment Advisory Agreement is dated as
of May 26, 2010, by and between State Street Navigator Securities Lending
Trust, a Massachusetts business trust (the Investment Company), and
SSgA Funds Management, Inc., a Massachusetts corporation (the Adviser).
WHEREAS, the Investment Company and the Adviser have entered into an
Investment Advisory Agreement dated as of May 1, 2001, as amended (the
Agreement); and
WHEREAS, the Investment Company and the Adviser now desire to amend the
Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained in the Agreement and other consideration, the receipt
and sufficiency of which is hereby acknowledged, the Investment Company
and the Adviser hereby agree to amend the Agreement as follows:
1. Exhibit A of the Agreement is hereby deleted in its entirety and
replaced with the Exhibit A attached hereto.
2. All other terms and conditions of the Agreement remain in full force
and effect except as they may be modified hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
STATE STREET NAVIGATOR SECURITIES LENDING TRUST
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Secretary
SSGA FUNDS MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: President
EXHIBIT A
As consideration for the Advisers services to the following Fund(s),
the Adviser shall receive from the Fund(s) an annual advisory fee, accrued
daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following
annual percentages of the Fund's average daily net assets during the month:
Fund
Rate
State Street Navigator Government Portfolio
0.0175%
State
Street Navigator Prime Portfolio
0.0175%
State Street Navigator Short-Term
Bond Portfolio
0.05%
