EXHIBIT (d)(2)
FORM OF FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, made as of this 1st day of April, 2006, 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 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 November 1, 2007, 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: By:
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Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Treasurer Title: President
