INVESTMENT ADVISORY AGREEMENT BETWEEN SSGA FUNDS MANAGEMENT, INC. AND STATE STREET MASTER FUNDS
Exhibit
(d)(5)
BETWEEN
SSGA
FUNDS MANAGEMENT, INC.
AND
Amendment No.
1
This
Amendment No. 1 to the Investment Advisory Agreement (the "Agreement") dated May
1, 2001 between State Street Master Funds, a Massachusetts business trust (the
"Trust"), and SSgA Funds Management, Inc., a Massachusetts corporation (the
"Adviser"), is entered into as of April 1,2010. Capitalized terms used herein
but not otherwise defined herein have the meanings assigned to such terms in the
Agreement.
WHEREAS,
the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS,
State Street Short-Term Tax Exempt Bond Portfolio (the "Portfolio") is a series
of interests in the Trust; and
WHEREAS,
the Adviser serves as investment adviser to the Portfolio;
and
WHEREAS,
the Adviser is desirous of appointing one or more investment sub-advisers to
perform some or all of the obligations of the Adviser to the Portfolio, with the
approval of the Board of Trustees of the Trust and, to the extent required by
applicable law, the shareholders of the Portfolio; and
WHEREAS,
the parties wish to make specific the authority of the Adviser to do so under
the Agreement;
NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the Trust
and Adviser agree as follows:
1. Notwithstanding
any other provision of the Agreement, the Adviser may from time to time, with
the approval of the Board of Trustees of the Trust and, to the extent required
by applicable law, the approval of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940, as amended) of the
Portfolio, appoint one or more sub-advisers to perform some or all of the
obligations of the Adviser under the Agreement in respect of the Portfolio. In
any such case, the Adviser's duties hereunder in respect of the services to be
provided by any such sub-adviser shall be to provide general oversight of the
performance by the sub-adviser of its duties and to report periodically to the
Trustees, in such manner and in such detail as the Trustees may reasonably
request, as to such performance.
2. Except
as provided herein, all other terms of the Agreement shall continue in full
force and effect.
3. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to the conflict of law principles
thereof.
4. This
Amendment may be executed in counterparts which, taken together, shall
constitute a single document.
5. This
Agreement shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts, without reference to choice of law
rules.
IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of April 1,
0000,
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XXXXX
XXXXXX MASTER FUNDS
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By:
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/s/ Xxxxx X. Xxxx | |
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Name:
Xxxxx X. Xxxx
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Title: President
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SSGA
FUNDS MANAGEMENT, INC,
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By:
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/s/ Xxxxx Xxxxxxx | |
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Name:
Xxxxx Xxxxxxx
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Title:
Vice
President
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