EXHIBIT (D)(3)
FORM OF FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, made as of this 1st day of April, 2007, 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 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 commencing as of the date of this Agreement through
November 1, 2008, 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 SSGA FUNDS MANAGEMENT, INC.
TRUST
By: By:
--------------------------------- ------------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Treasurer Title: President
