December 5, 2011

EXHIBIT 23D5

December 5, 2011

Mr. Xxxx Xxxxxxx
Treasurer and Principal Financial Officer
SSgA Funds
c/x Xxxxxxx Financial Services Company
0000 Xxxxxx Xxxxxx, 00^xx Xxxxx
Xxxxxxx, XX 00000

RE: SSgA Funds Waiver and Reimbursement Agreement

Dear Xxxx:

SSgA Funds Management, Inc. (“SFM”), as advisor to the SSgA Funds (the “Funds”), agrees until December 31, 2012 to (i) waive up to the full amount of the advisory fee payable by a Fund, and (ii) after giving effect to any contractual undertaking by State Street Global Markets, LLC to waive the Rule 12b-1 distribution or service fee otherwise payable out of the assets of a class of shares of the Fund, to reimburse that class of shares for all expenses, in each case to reduce the total expenses of such class of shares (exclusive of non-recurring account fees, extraordinary expenses and acquired fund fees and as measured on an annualized basis) to the level of the expense limitation for the class stated below:

SSgA Fund Name		Total Expense Reimbursement		Expiration Date
Bond Market		All expenses in excess of .50%		December 31, 0000
Xxxx Xxxxxx Class R		All expenses in excess of 1.00%		December 31, 2012
Directional Core Equity		All expenses in excess of 1.60%1		December 31, 2012
SSgA Disciplined Equity		All expenses in excess of 0.65%		December 31, 2012
Emerging Markets		All expenses in excess of 1.25%		December 31, 2012
Enhanced Small Cap		All expenses in excess of .75%		December 31, 2012
High Yield Bond		All expenses in excess of .75%		December 31, 2012
IAM SHARES		All expenses in excess of .65%		December 31, 2012
Intermediate		All expenses in excess of .60%		December 31, 2012
International Stock Selection		All expenses in excess of 1.00%		December 31, 2012
International Stock Selection Class R		All expenses in excess of 1.60%		December 31, 2012
Life Solutions Balanced		All expenses in excess of .45%		December 31, 2012
Life Solutions Growth		All expenses in excess of .45%		December 31, 2012
Life Solutions Income and Growth		All expenses in excess of .45%		December 31, 2012
Money Market		All expenses in excess of .40%		December 31, 2012
Prime Money Market		All expenses in excess of .20%		December 31, 2012
S&P 500 Index		All expenses in excess of .18%		December 31, 2012
Small Cap		All expenses in excess of 1.25%		December 31, 2012
Small Cap Class R		All expenses in excess of 1.60%		December 31, 2012
Tuckerman Active REIT		All expenses in excess of 1.00%		December 31, 2012
U.S. Treasury Money Market		All expenses in excess of .20%		December 31, 2012

¹ Exclusive of nonrecurring account fees, extraordinary expenses, acquired fund fees and interest on securities sold short.

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, 2012
U.S. Treasury Money Market		.05% of .15% management fee		December 31, 2012

Prior to December 31, 2012, this agreement may not be terminated with respect to a class of shares of a Fund without the approval of the Board of Trustees. This agreement 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.

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