Exhibit (h)(3)
State Street Bank and Trust Company
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Ladies and Gentlemen:
Reference is made to the Custodian Agreement between us dated March 1,
2000, the Administration Agreement between us dated March 1, 2000 and the
Transfer Agency and Service Agreement between us dated March 1, 2000 (the
"Agreements").
Pursuant to the Agreements, State Street Bank and Trust Company ("State
Street") serves as the Administrator, Custodian and Transfer Agent (the
"Services" ) for the State Street Money Market Portfolio (the "Money Market
Portfolio"), a series of the State Street Master Funds.
The purpose of this letter is to modify the compensation you receive for
the Services to the Money Market Portfolio. We request that you provide the
Services to the Money Market Portfolio in exchange for the compensation
described in the attached fee schedule. By your signature below, you agree that
the existing Exhibit A to the Agreements shall be deleted in its entirety and
the attached Exhibit A shall be substituted therefore.
Please indicate your acceptance of the foregoing by executing two copies of
this letter, returning one to the Trust and retaining one copy for your records.
Very truly yours,
State Street Master Funds
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Accepted:
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date: February 12, 2004