EXHIBIT (D)(6)
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, made as of this 7th day of February, 2007, between State Street
Institutional Investment Trust (the "Trust") on behalf of its State Street
Institutional Limited Duration Bond Fund, State Street Institutional Tax Free
Limited Duration Bond Fund and State Street Institutional Tax Free Money Market
Fund (each, a "Fund"), and SSgA Funds Management, Inc. ("SSgA FM").
WHEREAS, each of the State Street Institutional Limited Duration Bond Fund,
the State Street Institutional Tax Free Limited Duration Bond Fund and the State
Street Institutional Tax Free Money Market Fund currently invests all of its
investable assets in the State Street Limited Duration Bond Portfolio, the State
Street Tax Free Limited Duration Bond Portfolio and the State Street Tax Free
Money Market Portfolio, respectively, series of State Street Master Funds (each,
a "Master Portfolio");
WHEREAS, the parties have entered into an Investment Advisory Agreement
with respect to each Fund ("Advisory Agreement"); and
WHEREAS, no investment advisory fee is payable to SSgA FM under the
Advisory Agreement at any time a Fund is invested in a master-feeder structure;
and
WHEREAS, SSgA FM desires to reduce the investment advisory fee charged to
each Fund described in the Advisory Agreement (in the event a Fund no longer
invests in a master-feeder structure and Fund assets are directly managed by
SSgA FM) and/or reimburse certain operating expenses for each Fund 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 (in the event a Fund no longer invests in a master-feeder
structure and Fund assets are directly managed by SSgA FM) and/or reimburse
operating expenses for each Fund in an amount sufficient to keep the total
annual operating expenses (exclusive of interest, taxes, extraordinary expenses
and the pass-through expenses from its respective Master Portfolio) for such
Fund at 0.10%.
2. SSgA FM understands and intends that each Fund will rely on this
agreement in preparing and filing its registration statement on Form N-1A
(including any amendments or supplements thereto) and in accruing the expenses
of the Fund for purposes of calculating net asset value and otherwise, and
expressly permits the 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 INSTITUTIONAL INVESTMENT SSGA FUNDS MANAGEMENT, INC.
TRUST
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
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Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Treasurer Title: President
