(D)(8)
FIRST AMENDMENT TO FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT, made as of this 29th day of April, 2008, between
State Street Master Funds (the "Trust") on behalf of its State Street Limited
Duration Bond Portfolio, State Street Institutional Short-Term Tax Exempt Bond
Portfolio (formerly, State Street Institutional Tax Free Limited Duration Bond
Portfolio) and State Street Tax Free Money Market Portfolio series (each, a
"Portfolio"), and SSgA Funds Management, Inc. ("SSgA FM")
WHEREAS, the Portfolio and SSgA FM have previously entered into a Fee
Waiver and Expense Reimbursement Agreement dated February 7, 2007 and now wish
to amend it by extending the date of the fee waiver period;
WHEREAS, the parties have entered into an Investment Advisory Agreement
with respect to each Portfolio (the "Advisory Agreement"); and
WHEREAS, SSgA FM desires to reduce the investment advisory fee charged to
each Portfolio described in the Advisory Agreement and/or reimburse certain
operating expenses for each Portfolio 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 through April 30, 2009, SSgA FM agrees to waive fees
payable to SSgA FM pursuant to the Advisory Agreement and/or reimburse operating
expenses for each Portfolio in an amount sufficient to keep the total annual
operating expenses (exclusive of interest, taxes and extraordinary expenses) for
the Portfolio at 0.10%.
2. SSgA FM understands and intends that each Portfolio, and any series of
an investment company that investments substantially all of its investable
assets in the Portfolio ("Feeder Fund"), will rely on this agreement in
preparing and filing their respective registration statements on Form N-1A
(including any amendments or supplements thereto) and in accruing the expenses
of such Portfolio and any such Feeder Fund, as applicable, for purposes of
calculating net asset value and otherwise, and expressly permits the Portfolio
and any Feeder 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 MASTER FUNDS SSGA FUNDS MANAGEMENT, INC.
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
