(D)(7)
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 Money
Market Portfolio series (the "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 April 1, 2007 and now wish to
amend it be extending the date of the fee waiver period;
WHEREAS, the parties have entered into an Investment Advisory Agreement
with respect to the Portfolio (the "Advisory Agreement"); and
WHEREAS, SSgA FM desires to reduce the investment advisory fee charged to
the Portfolio described in the Advisory Agreement and/or reimburse certain
operating expenses for the 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 commencing as of the date of this Agreement 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 the 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 the 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 the 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer Title: President