FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
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AGREEMENT made April ___, 1999, 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:
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Fund Expense Limitation
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State Street Research Core Fixed Income Fund 0.20%
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State Street Research Core Plus Fixed Income Fund 0.20%
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State Street Research Core Large Cap Growth Fund 0.35%
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State Street Research Large Cap Growth Fund 0.35%
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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, 2000,
and shall automatically be continued thereafter until either the Trust or the
Advisor terminates this Agreement by giving six months prior written notice to
the other party.
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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By:____________________________
Title:
STATE STREET RESEARCH
INSTITUTIONAL FUNDS
By:____________________________
Title:
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