(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 Institutional Investment Trust (the "Trust") on behalf of its State
Street Institutional Liquid Reserves Fund series (the "Fund"), and SSgA Funds
Management, Inc. ("SSgA FM").
WHEREAS, the Fund and SSgA FM have previously entered into a Fee Waiver
and Expense Reimbursement Agreement dated April 1, 2007 and now wish to amend it
by extending the date of the fee waiver period;
WHEREAS, the Fund currently invests all of its investable assets in the
State Street Money Market Portfolio, a series of State Street Master Funds (the
"Master Portfolio");
WHEREAS, the parties have entered into an Investment Advisory Agreement
with respect to the Fund ("Advisory Agreement"); and
WHEREAS, no investment advisory fee is payable to SSgA FM under the
Advisory Agreement at any time the Fund is invested in a master-feeder
structure; and
WHEREAS, SSgA FM desires to reduce the investment advisory fee charged
to the Fund described in the Advisory Agreement (in the event the 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 the 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 through April 30, 2009, SSgA FM agrees to waive fees
payable to SSgA FM pursuant to the Advisory Agreement (in the event the Fund no
longer invests in a master-feeder structure and Fund assets are directly managed
by SSgA FM) and/or reimburse operating expenses for the Fund in an amount
sufficient to keep the total annual operating expenses (exclusive of interest,
taxes, extraordinary expenses and the pass-thru expenses from the Master
Portfolio) for the Fund at 0.05%.
2. SSgA FM understands and intends that the 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 TRUST SSGA FUNDS MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer Title: President