AMENDED AND RESTATED
--------------------
FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
-------------------------------------------
AGREEMENT made June 8, 2000, between STATE STREET RESEARCH &
MANAGEMENT COMPANY, a Delaware corporation (the "Advisor"), and STATE STREET
RESEARCH INSTITUTIONAL FUNDS, a Massachusetts business trust (the "Trust").
1. RECITALS. The Trust has been organized to serve as an
investment vehicle primarily for certain large institutional and private client
accounts, and both the Trust and the Advisor believe that they and the Trust's
shareholders would benefit if each series of the Trust constituting a separate
investment portfolio set forth below (each a "Fund" and, collectively, the
"Funds") were to achieve and maintain an amount of assets sufficiently large to
result in economies of scale for the Fund and sufficient future revenues for
the Advisor. Therefore, the Advisor is agreeing to take certain actions more
specifically described below to reduce or eliminate certain costs otherwise
borne by shareholders of the Funds and to enhance the returns generated for
shareholders of the Funds.
2. GENERAL AGREEMENT. The Advisor will, until this Agreement is
terminated under Section 4, take one or more of the three actions described in
Section 3 to the extent that the Fund's total annual operating expenses (not
including Shareholder Service Fees, brokerage commissions, hedging transaction
fees and other investment related costs, extraordinary, non-recurring and
certain other unusual expenses such as taxes, litigation expense and other
extraordinary legal expense, securities lending fees and expenses and transfer
taxes) exceed the percentage of that Fund's average daily net assets (the
"Expense Limitation") set forth in the table below:
-------------------------------------------------------------------------------------------
FUND EXPENSE LIMITATION
-------------------------------------------------------------------------------------------
State Street Research Core Fixed Income Fund 0.20%
-------------------------------------------------------------------------------------------
State Street Research Core Plus Fixed Income Fund 0.20%
-------------------------------------------------------------------------------------------
State Street Research Core Large Cap Growth Fund 0.35%
-------------------------------------------------------------------------------------------
State Street Research Large Cap Growth Fund 0.35%
-------------------------------------------------------------------------------------------
3. ADVISOR ACTIONS. The Advisor will use its best efforts to cause
each Fund to maintain the expense level described in Section 2 by taking one or
more of the following actions: (i) waiving a portion of its fee under the
Advisory Agreement between the Advisor and the Trust relating to the Fund; (ii)
reimbursing the Fund for expenses exceeding the Expense Limitation; or (iii)
paying directly expenses that may exceed the Expense Limitation.
4. TERM. This Agreement shall have an initial term ending on June
1, 2001, and shall automatically be continued for one-year terms ending on June
1 thereafter unless either the Trust or the Advisor provides 30 days prior
written notice to the other party of its intent not to renew the Agreement.
5. MISCELLANEOUS. The Advisor understands and acknowledges that
the Trust intends to rely on this Agreement, including in connection with the
preparation and printing of the Trust's prospectuses and its daily calculation
of each Fund's net asset value.
This Agreement constitutes the entire agreement between the Advisor
and the Trust concerning the subject matter hereof and supersedes all prior
oral and written agreements and understandings between the parties concerning
such subject matter, including the original Fee Waiver and Expense Limitation
Agreement between the parties dated June 30, 1999 and the Letter Agreement
signed by the Advisor dated May 17, 2000.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
STATE STREET RESEARCH
INSTITUTIONAL FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Title: Secretary
2
