EXHIBIT (a)(3)

STATE STREET INSTITUTIONAL INVESTMENT TRUST

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST

AMENDMENT NO. 2 to the Agreement and Declaration of Trust of State Street Institutional Investment Trust (the "Trust"), dated February 16, 2000 (the "Agreement"), made at Boston, Massachusetts this 13th day of May 2004.

WHEREAS, the Trustees desire to change the name of the series called the "State Street Money Market Fund" to the "State Street Institutional Liquid Reserves Fund,"

WHEREAS, the Trustees desire to change the name of the classes of shares of the State Street Equity 500 Index Fund from "Class A" and "Class B" to "Administrative Shares" and "Services Shares", respectively; and

WHEREAS, Section 5 of Article III of the Agreement provides that the Trustees may amend the Agreement to, among other things, change the designation of any Series or classes of Shares;

NOW, THEREFORE, the undersigned Trustees hereby amend the Agreement as follows:

The first paragraph of Section 6 of Article III of the Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted therefor:

Name of Series                                     Effective Date:
--------------                                    -----------------
State Street Equity 500 Index Fund                February 28, 2000
   Administrative Shares                          February 12, 2004
   Service Shares                                 February 12, 2004
State Street Equity 400 Index Fund                February 28, 2000
State Street Equity 2000 Index Fund               February 28, 2000
State Street MSCI EAFE Index Fund                 February 28, 2000
State Street Aggregate Bond Index Fund            February 28, 2000
State Street Institutional Liquid Reserves Fund   May 13, 2004
State Street U.S. Government Money Market Fund    February 14, 2002

IN WITNESS WHEREOF, the undersigned hereunto have set their hands in the City of Boston, Commonwealth of Massachusetts, as of the 13th day of May 2004.

/s/ William L. Boyan                    /s/ Rina K. Spence
-------------------------------------   ----------------------------------------
William L. Boyan                        Rina K. Spence


/s/ Michael F. Holland                  /s/ Douglas T. Williams
-------------------------------------   ----------------------------------------
Michael F. Holland                      Douglas T. Williams

SSgA Funds Management, Inc. Exhibit (d)(5) One Lincoln Street
Boston, Massachusetts 02111

Ladies and Gentlemen:

Reference is made to the Investment Advisory Agreement between us dated May 1, 2001, as amended (the "Agreement").

Pursuant to the Agreement, this letter is to provide notice of the creation of three additional funds of the State Street Institutional Investment Trust (the "Trust"), namely the State Street Institutional Limited Duration Bond Fund, the State Street Institutional Tax Free Limited Duration Bond Fund and the State Street Institutional Tax Free Money Market Fund (the "New Funds").

We request that you act as Investment Advisor under the Agreement with respect to the New Funds. It is acknowledged by both parties that no payment for services is rendered pursuant to the Agreement for so long as substantially all of the assets of the New Funds are invested in the corresponding portfolio of the State Street Master Funds or another investment company with essentially the same investment objectives and policies as the New Funds; otherwise, you shall be entitled to receive fees, payable monthly equal to 0.10% of the average daily net assets of each of the New Funds.

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 Institutional Investment Trust

By: /s/ Karen Jacoppo-Wood
    ------------------------------------

Accepted:

SSgA Funds Management, Inc.

                                        By: /s/ James Ross
                                            ------------------------------------

Date: February 7, 2007

Exhibit (d)(7)

SSgA Funds Management, Inc.
One Lincoln Street
Boston, Massachusetts 02111

Ladies and Gentlemen:

Reference is made to the Investment Advisory Agreement between us dated May 1, 2001, as amended (the "Agreement").

Pursuant to the Agreement, this letter is to provide notice of the creation of two additional funds of the State Street Institutional Investment Trust (the "Trust"), namely the State Street Institutional Treasury Money Market Fund and the State Street Institutional Treasury Plus Money Market Fund (the "New Funds").

We request that you act as Investment Advisor under the Agreement with respect to the New Funds. It is acknowledged by both parties that no payment for services is rendered pursuant to the Agreement for so long as substantially all of the assets of the New Funds are invested in the corresponding portfolio of the State Street Master Funds or another investment company with essentially the same investment objectives and policies as the New Funds; otherwise, you shall be entitled to receive fees, payable monthly equal to 0.10% of the average daily net assets of each of the New Funds.

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 Institutional Investment Trust

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French, Vice President

Accepted:

SSgA Funds Management, Inc.

                                        By: /s/ James Ross
                                            ------------------------------------
                                            James Ross, President

Date: October 2, 2007

Ex. (e)(5)

State Street Institutional Investment Trust One Federal Street, 9th Floor
Boston, MA 02110

Date: May 19, 2005

ALPS Distributors, Inc.
370 Seventeenth Street
Denver, Colorado 80202-5627

Ladies and Gentlemen:

Reference is made to the Distribution Agreement between us dated February 28, 2000, as amended (the "Agreement").

Pursuant to the Agreement, this letter is to provide notice of the creation of an additional class of shares, the "Class R Shares" (the "New Class"), of the State Street Equity 500 Index Fund, a series of the State Street Institutional Investment Trust (the "Trust").

We request that you act as Distributor under the Agreement with respect to the New Class.

Please indicate your acceptance of the foregoing by executing two copies of this letter, retuning one copy to the Trust and retaining one copy for your records.

Very truly yours,

State Street Institutional Investment Trust

By: /s/ Ryan M. Louvar
    ------------------------------------
Name: Ryan M. Louvar
Title: Assistant Secretary

Accepted:

ALPS Distributors, Inc.,

By: /s/ Robert Szydlowski
    ------------------------------------
Name: Robert Szydlowski
Title: Vice President and CTO

Ex. (e)(6)

Amendment to Distribution Agreement

This Amendment, dated February 7, 2002, to the Distribution Agreement dated as of February 1, 2005 (the "AGREEMENT"), by and among State Street Institutional Investment Trust, a Trust established under the laws of the Commonwealth of Massachusetts (the "FUND"), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the "DISTRIBUTOR").

WHEREAS, the Distributor and the Fund wish to modify the provisions of the Agreement to reflect the addition of three new Portfolios under Annex I of this Agreement; and

Now Therefore, the parties hereby agree to amend the Distribution Agreement as follows:

1. The parties hereto agree to delete Annex I in its entirety and replace it with a new Annex I dated February 7, 2007 and is attached hereto.

2. Except as specifically set forth herein, all other provisions of the agreement shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

STATE STREET INSTITUTIONAL              ALPS DISTRIBUTORS, INC.
INVESTMENT TRUST


By: /s/ James Ross                      By: /s/ Jeremy O. May
    ---------------------------------       ------------------------------------
Name: James Ross                        Name: Jeremy O. May
Title: President                        Title: Managing Director

ANNEX I

AS AMENDED ON
FEBRUARY 7, 2007

State Street Institutional Investment Trust

State Street Liquid Reserves Fund
State Street Institutional Limited Duration Bond Fund State Street Institutional Tax Free Limited Duration Bond Fund State Street Institutional Tax Free Money Market Fund

EX. (e)(8)

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT

This Second Amendment to the Distribution Agreement, dated as of October 11, 2007 (the "Amendment"), by and between State Street Institutional Investment Trust, a trust established under the laws of the Commonwealth of Massachusetts (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the "Distributor").

WHEREAS, the Fund and Distributor entered into a Distribution Agreement dated February 1, 2005 (the "Agreement"); and

WHEREAS, the Distributor and the Fund wish to modify the provisions of the Agreement to reflect the addition of three new Portfolios under Annex I of this Agreement; and

NOW THEREFORE, the parties hereby agree to amend the Agreement as follows:

1. The parties hereto agree to delete Annex I in its entirety and replace it with a new Annex I attached hereto, dated October 11, 2007.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

STATE STREET INSTITUTIONAL              ALPS DISTRIBUTORS, INC.
INVESTMENT TRUST
                                                   ,
By: /s/ Gary L. French                  By: /s/ Tane Tyler
    ---------------------------------       ------------------------------------
                                                 ,
Name: Gary L. French                    Name: Tane Tyler
Title: Treasurer                        Title: Secretary

ANNEX I

AS AMENDED ON
OCTOBER 11, 2007

FUND

State Street Equity 500 Index Fund (Administrative Class/Service Class/R Class) State Street Equity 400 Index Fund
State Street Equity 2000 Index Fund
State Street Aggregate Bond Index Fund
State Street Institutional U.S. Government Money Market Fund (Institutional Class/Investment Class)
State Street Institutional Liquid Reserves Fund (Institutional Class/Investment Class)
State Street Institutional Limited Duration Bond Fund State Street Institutional Tax Free Limited Duration Bond Fund State Street Institutional Tax Free Money Market Fund (Institutional Class/Investment Class)
State Street Institutional Treasury Money Market Fund (Institutional Class/Investment Class)
State Street Institutional Treasury Plus Money Market Fund (Institutional Class/Investment Class)

Ex. (g)(4)

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Ladies and Gentlemen:

Reference is made to the Amended and Restated Custodian Agreement between us dated February 14, 2001.

Pursuant to the Agreement, this letter is to provide notice of the creation of two additional funds namely, the State Street Institutional Treasury Fund and the State Street Institutional Treasury Plus Fund (the "New Funds").

We request that you act as the New Funds' Custodian under the respective Agreement. By your signature below, you agree that the existing Exhibit C to the Agreements shall be deleted in its entirety and the attached Exhibit C 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 Institutional Investment Trust

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French, Treasurer

State Street Bank and Trust Company

                                        By: /s/ Joseph C. Antonellis
                                            ------------------------------------
                                            Joseph C. Antonellis, Vice Chairman

Date: July 22, 2008

EXHIBIT (h)(1)(h)

ANTI-MONEY LAUNDERING SERVICES AMENDMENT

October 31, 2006

State Street Institutional Investment Trust P.O. Box 5049
Boston, MA 02206

Dear Sir or Madam:

STATE STREET INSTITUTIONAL INVESTMENT TRUST (THE "TRUST") AND STATE STREET BANK & TRUST COMPANY (THE "TRANSFER AGENT") ARE PARTIES TO AN AGREEMENT DATED AS OF MARCH 1, 2000 (THE "AGREEMENT") under which the Transfer Agent performs certain transfer agency and/or record keeping services for the trust. In connection with the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") and the regulations promulgated thereunder (collectively, the "Patriot Act"), the Trust has requested and the Transfer Agent has agreed to amend the Agreement as of the date hereof in the manner set for the below:

WHEREAS, Section 326 of the USA PATRIOT Act (the "Patriot Act") and final rules adopted by the Department of The Treasury's Financial Crimes Enforcement Network (the "Rules") require the Trust to develop and implement an anti-money laundering program, which among other things, is designed to verify the identity of any person opening an account, determine whether such person appears on lists of known or suspected terrorist or terrorist organizations and identify and report unusual and suspicious account activity to regulators;

WHEREAS, the Patriot Act authorizes a mutual fund to delegate to a service provider, including its transfer agent, the implementation and operation of certain aspects of the Trust's anti-money laundering program;

WHEREAS, in order to assist its transfer agent clients with their customer identification compliance responsibilities under the Patriot Act and the Rules, the Transfer Agent has provided to the Trust for its consideration and approval written procedures describing various tools designed to assist in the (i) verification of the identity of persons opening accounts with the Trust and determination whether such persons appear on any list of known or suspected terrorist or terrorist organizations, and (ii) identification and reporting of unusual and suspicious activity in connection with accounts opened with the Trust and the Trust has, after review, selected various procedures to comply with its customer identification and suspicious activity monitoring program and its obligations under the Patriot Act and the Rules (the "Program");

WHEREAS, in connection with the verification of customers' identities and identification and reporting of unusual and suspicious activity ("Monitoring Activities"), the Transfer Agent may encounter shareholder activity that would require it to file a Suspicious Activity Report ("SAR") with the Department of the Treasury's financial Crimes Enforcement Network ("FinCEN"); and

WHEREAS, FinCEN recently adopted a rule (the "Rule") under the Bank Secrecy Act (the "Act") requiring mutual funds to report suspicious transactions, effective for any transactions occurring after October 31, 2006 ("Effective Date");

WHEREAS, the Trust desires to delegate to the Transfer Agent the day-to-day responsibility for filing SARs on its behalf based on suspicious transactions observed during the course of Monitoring Activities, on or after the Effective Date; and

WHEREAS, the Trust recognizes the importance of complying with the Patriot Act and desires to implement its procedures as part of its overall anti-money laundering program and , subject to the terms of the Rules, delegate to the Transfer Agent the day-to-day operation of certain of its procedures on behalf of the Trust;

NOW THEREFOR, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

1. Delegation; Duties.

1.1 Subject to the terms and conditions set forth in the Agreement, the Trust hereby instructs and directs the Transfer Agent to implement the procedures on its behalf as set forth on Exhibit A, which is attached to and made a part of this Agreement (the "Procedures"). Exhibit A may be amended, from time to time, by the Transfer Agent in writing to the Trust with at least 20 days prior notice of such effective change.

1.2 The Transfer Agent agrees to perform such Procedures, with respect to the ownership of share in the Portfolio(s) set forth in Exhibit B (each a Portfolio) for which the Transfer Agent maintains the applicable participant information, subject to and in accordance with the terms and conditions of the Agreement. Exhibit B, which is attached to and made a part of this Agreement, may be amended from time to time by mutual agreement of the parties upon the execution by both parties of a revised Exhibit B.

1.3 The Trust acknowledges that it has had an opportunity to review, consider and comment upon and select the Procedures and the Trust has determined that they, as part of the Trust's overall anti-money laundering Program, are reasonably designed to prevent the Trust from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provisions of the Patriot Act, Bank Secrecy Act and their implementing regulations thereunder, which compliance the Trust

acknowledges to be its responsibility. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transfer Agent be obligated to file with any regulator, on behalf of the Trust, any requisite forms or other information in connection with the Program. Any filing by the Transfer Agent shall be in its own name and on its own behalf. The Trust shall be responsible for complying with any and all requisite regulatory filings which arise as a result of the Procedures or Program generally.

1.4 Except as otherwise expressly stated in this Amendment, the Transfer Agent makes no representation or warranty, either express, implied or statutory, concerning the Procedures herein. The Trust expressly confirms that is has not relied upon any representation by the Transfer Agent as a basis for entering into this Amendment. The provision of this Section 1.4 shall survive the termination of this Amendment.

2. Consent to Examination. In connection with the performance by the Transfer Agent of the Procedures, the Transfer Agent understands and acknowledges that the Trust remains responsible for assuring compliance with the Patriot Act and that the records the Transfer Agent maintains for the Trust relating to the Trust's Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Trust hereby directs that the Transfer Agent shall (1) permit federal regulators access to such information and records maintained by the Transfer Agent and relating to the Transfer Agent's implementation of the Procedures on behalf of the Trust as they may request, and (2) permit such federal regulators to inspect the Transfer Agent's implementation of the Procedures on behalf of the Trust. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours, all required records and information for review by such examiners.

3. Limitation on Delegation.

3.1 The Trust acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only those aspects of the Trust's Program that have been expressly delegated as part of the Procedures and is not undertaking and shall not be responsible for any other aspect of the Trust's Program or for the overall compliance by the Trust with the Patriot Act. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the Procedures with respect to the ownership of shares in the Trust for which the Transfer Agent maintains the applicable participant information.

3.2 The Trust also acknowledges and agrees that the Transfer Agent's provision of the procedures hereunder is dependent upon the receipt by the Transfer Agent of certain services from third parties. In the event services from any such third party becomes unavailable, the Transfer Agent shall use reasonable efforts to obtain equivalent services from an alternative provider or may, in its discretion, discontinue the

delegated duties upon such prior notice to the Trust as may be reasonably practicable. Notwithstanding anything to the contrary contained herein, the Transfer Agent will have no liability for the performance or non performance of any such third party except to the extent the Transfer Agent exercises in the conduct of its own operations.

4. Reports. The Transfer Agent agrees to provide to the Trust (i) any reports received by the Transfer Agent from any government agency pertaining to the Transfer Agent's anti-money laundering monitoring on behalf of the Trust as provided in this Amendment, (ii) any action taken in response to anti-money laundering violations as described in
(i), and (iii) an annual report of its verification activities on behalf of the trust. The Transfer Agent shall provide such other reports on the verification activities conducted at the discretion of the Trust as may be agreed to from time to time by the Transfer Agent and the Trust.

5. Fees & Expenses.

5.1 In consideration of the performance of the foregoing duties, the Trust agrees on behalf of each of the Portfolios to pay the Transfer Agent a fee for each participant account as set out in the fee Schedule which is attached to, and made a part of, this Agreement. Such fees and out-of-pocket expenses and advances identified in Section 5.2 below may be changed from time to time subject to mutual written agreement between the Trust and the Transfer Agent.

5.2 In addition to such fees paid under Section 5.1 above, the Trust agrees on behalf of each of the Portfolios to reimburse the Transfer Agent for the reasonable administrative expenses that may be associated with such additional duties including, but not limited to, confirmation production, postage, forms, telephone, microfilm, microfiche, records storage, or advances incurred by the Transfer Agent for the items set form in the fee schedule attached hereto. The terms of the Agreement shall apply with respect to the payment of such expenses in the same manner and to the same extent as any other expenses incurred under the Agreement.

6. Reliance on Information and Authenticity. The Trust hereby acknowledges and understands that the Transfer Agent's ability to perform the Procedures under the terms and conditions set forth in this Amendment is contingent upon the Trust's ongoing cooperation with the Transfer Agent. The Trust shall use all reasonable efforts in good faith to cooperate with the Transfer Agent taking all action in a timely manner which the Transfer Agent, in its reasonable opinion, deems necessary to enable or assist the Transfer Agent in performing any of the Procedures under this Agreement, including but not limited to providing, or causing to be provided, to the Transfer Agent any information or documents which the Transfer Agent deems reasonable or appropriate to provide the duties hereunder. The Transfer Agent shall, when performing hereunder, be entitled to rely upon (i) the accuracy of information, data and authorizations received from the Trust or any participant, and (ii) the authenticity of any representation purporting to be from, or signature purporting to be of, the Trust or a participant.

In no event shall the Transfer Agent be liable in any way for any losses, penalties, expenses or other harm or injury which may arise in connection with the Transfer Agent's delay in establishing, or refusal to establish, a participant account as a result of the Transfer Agent's failure to receive in a timely manner an application to open such account, which, in the Transfer Agent's sole discretion, it deems complete.

7. Miscellaneous.

7.1 Except as set forth herein, the terms and provisions of the Agreement shall remain unchanged and continue to apply with full force and effect. Except as otherwise defined herein, all capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement.

7.2 The parties to this Amendment understand and acknowledge that the Transfer Agent shall act on behalf of and as agent for the Trust with respect to the Procedures. In no event shall the Transfer Agent be liable for its failure to perform under the terms of this Amendment or any Exhibit, except where the Transfer Agent has acted with negligence or willful misconduct. This Amendment shall not be deemed to constitute the Trust and the transfer Agent as partners or joint ventures.

7.3 The Trust shall indemnify and hold harmless the Transfer Agent from and against any and all losses, penalties, expenses or other harm or injury which the Transfer Agent may incur or suffer or which may be asserted by any person or entity, including reasonable attorneys' fees and court costs, arising out of (i) any failure by the Trust to observe and perform properly each and every covenant of this Amendment or any other wrongdoing of the Trust, or (ii) any action taken or omitted to be taken by the Transfer Agent in reasonable reliance upon information provided to the Transfer Agent by the Trust; provided, however, that the Trust shall not be required to indemnify and hold harmless the Transfer Agent from any losses which are caused by the Transfer Agent's negligence. The foregoing provisions of this Section 7.3 shall survive the termination of this Amendment.

7.4 In the event that the Transfer Agent, in its sole judgment, believes that its performance of any duty set forth herein may create a risk of financial, reputation or other loss for it, the Transfer Agent may, upon notice to the Trust, suspend its performance of the Procedures; provided, however, that if the Trust takes such action as may be requested by the Transfer Agent to eliminate such risk, the Transfer Agent shall not suspend the Procedures, or, if the Procedures have been suspended, shall reinstate its provision of the Procedures.

7.5 The Transfer Agent represents that it is subject to regulation requiring it to implement an anti-money laundering program, and further represents that it is regulated by a "federal functional regulator" within the meaning of the Bank

Secrecy Act, the Patriot Act, and the applicable rules and regulations in connection therewith.

7.6 The Transfer Agent agrees to certify annually to the Trust that it has implemented an AML program and that it or its agent(s) will perform the specific requirements of the Customer Identification and Suspicious Activity Procedures of the Trust, i.e., the procedures required by Section 326 of the Patriot Act.

7.7 Each party represents to the other that the execution and delivery of this Amendment has been duly authorized.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

STATE STREET BANK AND TRUST COMPANY

By: /s/ Joseph L. Hooley
    ------------------------------------
Name: Joseph L. Hooley
Title: Executive Vice President

State Street Institutional Investment Trust

By: /s/ Gary L. French
    ------------------------------------
Name: Gary L. French
Title: Treasurer

Amended: October 31, 2006

EXHIBIT A
PROCEDURES

The Transfer Agent agrees to perform the duties set forth below, with respect to the ownership of shares in the Portfolio(s) set forth in Exhibit B for which the Transfer Agent maintains the applicable account participant information, subject to and in accordance with the terms and conditions of this Amendment. Notwithstanding anything to the contrary contained herein, in no event shall State Street be obligated to verify the identity of any person who is not a United States citizen or any entity (such as a corporation, partnership or trust), that is not established or organized under the laws of a State of the United States. State Street shall scan such name into its database to compare it against certain lists as described below.

I. REQUESTS FOR NEW ACCOUNT

Upon receipt from the fund of an application to establish an account in the name of one of its participants, the Transfer Agent shall review it for completeness. The Transfer Agent shall deem the application complete as to the participant or any authorized signers or beneficiaries on the account if with respect to such entity (i) the application includes such entity's name, U.S. resident street address, social security number and date of birth or (ii) the Fund (a) certifies to the Transfer Agent as to the successful verification of the identity of such entity and the manner in which the Fund verified such identity, and (b) provides the detailed information so verified (i.e. passport number, drivers license number, birth certificate, etc.) which, in the Transfer's Agent's opinion, fulfills applicable regulatory requirements.

If the application is incomplete as to the participant, the Transfer agent will not open the account and will notify the Fund and request additional information from the Fund. If the Fund fails to provide the necessary participant information to complete the application within two business days of the Transfer Agent's request, the Transfer Agent shall promptly return the application as incomplete and return any funds earmarked for deposit in such account to the participant, unless upon receipt of the Transfer Agent request, the Fund requests additional time to provide the missing information, in which case such application and funds will be returned to the participant if the missing information is not provided within five (5) business days of the Transfer Agent's request. If the Transfer Agent determined, in its sole discretion, that the participant information has been completed within a timely manner, the Transfer Agent shall establish the account; provided, however, that such account shall be restricted from any and all redemption transactions unless and until such restriction is lifted by the Transfer Agent in accordance with the terms below.

If the participant information is complete but the application is incomplete as to any authorized signer and/or beneficiary, the Transfer Agent will open the account and restrict such account from any redemption transactions with respect to such entity unless

and until such restriction is lifted by the Transfer Agent in accordance with the terms below (see part III).

The Transfer Agent may file a Suspicious Activity Report or other appropriate report on its own behalf with applicable regulator(s) if in attempting to collect any requisite information it deems such action necessary or appropriate.

The trade date for the purchase of shares on a newly established account shall be the date on which the transfer Agent deems the application complete as to participant information.

II. SCREENING AGAINST THE BLOCKED PERSONS AND OTHER RESTRICTED LISTS

Newly Established Accounts

Once the application is deemed complete by the Transfer Agent and the account is established, the Transfer Agent will scan the application into a database, inputting the name and address of the participant and any authorized signer(s) and beneficiary(ies) on the account and shall compare it against the published lists enumerated in Exhibit C, and such other lists as the Transfer Agent may utilize, in an effort to determine whether or not such entity is named on any of the said lists (if so, a so-called "Positive Match").

Such scanning will result in a report of potential matches (the "Exception Report"), which may or may not include a Positive Match. If, upon review of the Exception Report and any information available to it, the Transfer Agent determines in its sole discretion that any potential match is not a valid Positive Match, then such match will be deemed a False Match and the Transfer Agent shall so document to the file without reporting it to the Fund. If the Transfer Agent believes a potential match is a Positive Match or requires additional information to make a determination, then such match will be reported to the Fund. If additional information is provided by the Fund, the Transfer Agent will make any necessary corrections and will re-evaluate such "match" by re-scanning the updated information. If the Transfer Agent determines in its sole discretion, that a Positive Match exists or that it is unable to determine with reasonable certainty that no Positive Match exists, the Transfer Agent will notify the Fund and provide supporting documentation. It also will file the appropriate report(s) with the applicable regulators and comply with the instructions of appropriate regulator(s) which may include, without limitation, freezing the account and its assets, refusing to add an authorized signer or beneficiary to the account, and/or closing the account.

If the Transfer Agent determines, in is sole discretion, that no Positive Match exists on items reported, the Transfer Agent will notify the Fund and document its review. If the Fund, in its sole discretion, believes that a Positive Match does exist, the Transfer Agent will take instructions from the Fund, subject to any regulatory limitations, and will document its files.

Existing Accounts

Each month, or as otherwise agreed to by the parties, the Transfer Agent shall scan the participant's name and that of each authorized signer and beneficiary on existing accounts in an effort to identify whether or not a Positive match exists, in which case the Transfer Agent and Fund shall act in accordance with the applicable terms above.

The Transfer Agent will retain records of scanning function and results, in accordance with applicable Bank Secrecy Act regulation(s).

III. IDENTITY VERIFICATION

Upon receipt of a complete application, as described in Section I above, to establish an account or add an authorized signer or beneficiary, the Transfer Agent will attempt to verify the identity of the participant and its authorized signers and/or beneficiaries, as applicable. The extent and nature of the information needed by the Transfer Agent to perform such verification shall depend upon the nature of the accountholder, authorized signer or beneficiary (e.g. corporation, individual, trust, non-U.S. resident) but shall at a minimum include, without limitation, the entity's name, U.S. street address, social security number and, if applicable, date of birth. The Transfer Agent shall deem the identity verified, as to the participant or any authorized signers or beneficiaries on the account, if (i) such entity's name, U.S. resident street address, social security number and date of birth matches information in the database utilized by the Transfer Agent or (ii) the Fund, to the Transfer Agent's reasonable satisfaction, (a) certifies to the successful verification by the Fund of the identity of such entity and the manner in which the Fund verified such identity, and (b) provides copies of the detailed information verified (i.e. passport number, drivers license number, birth certificate, etc.) which, in the Transfer's Agent's opinion, fulfills applicable regulatory requirements. Examples of acceptable documentary evidence, as agreed upon by the parties, include driver's license, military driver's license or other military identification card, alien registration card, birth certificate, identification card issued by a state within the last 6 months, certified copy of a court order with a full name and date of birth, and passport.

The Transfer Agent also shall attempt to so verify the identity of any authorized signer or beneficiary which the Fund and/or participant requests to be added to any existing account established after October 1, 2003.

In cases where the Fund has not certified to the entity's identity as described above and the Transfer Agent is unable to verify such information, the Transfer Agent shall so notify the Fund, furnish supporting documentation to it and request that additional evidence or such certification from the Fund.

In cases where the participant's identity cannot be verified by the Transfer Agent and the Fund has failed to provide a certification with respect to the participant's identity to the Transfer Agent' reasonable satisfaction, the Transfer Agent, in is sole discretion or upon the Fund's request, may close the account. If it is an authorized signer or beneficiary's identity that cannot be verified to the Transfer Agent's reasonable satisfaction, the Transfer Agent, in its sole discretion or at the Fund's request, may close the account or refuse to add such entity(ies) to the account. In either case, the Transfer Agent may file the appropriate report(s) on its own behalf with the applicable regulators and comply with instructions of appropriate report(s) on its own behalf with the applicable regulators and comply with instructions of appropriate regulator(s) which may include, without limitation, freezing the account and its assets, refusing to add an authorized signer or beneficiary to the account, and/or closing the account.

The Transfer Agent shall redeem any share in a closed account with the opening net asset value as of the date on which such account was closed, with the proceeds forwarded to the participant when available.

Lifting of Restrictions on Redemptions

The restrictions against redemption transactions with respect to an account or any authorized signer of beneficiary on such account shall be removed only when the Transfer Agent determines that (i) no Positive Match exists with respect to the participant, authorized signer or beneficiary, as the case may be, and (ii) such entity's identity has been verified by the Transfer Agent as describe above.

IV. SUSPICIOUS ACTIVITY MONITORING

The Transfer Agent, for each participant account, will establish an activity pattern (the account "Profile") based on its transactional history for the immediately preceding twelve-month period or such shorter period if the account has been established for less than a year. The Profile will be based upon the number of purchases and redemptions, as well as the average dollar amount of such purchase and redemptions during such period. Exchange transactions may or may not be a part of the Profile, as determined upon mutual agreement of the parties. The Profile shall not include other transactional activity including, but not limited to, dividends, share adjustments and stock splits. The Fund shall provide written approval of its acceptance of such Profiles. After the Profile has been approved by the Fund, it may be revised by State Street, without notice to the Fund, from time to time, to reflect the transactional history of the account during preceding months. On a daily basis, the Transfer Agent will input a file of the purchase, redemption, exchange, and transfer transactions on a participant account into its database in an effort to analyze and report any transaction (an "Exception Report") that does not correspond to the established account Profile or, upon request by the Fund, upon rules established by the Fund (e.g. report on any transaction below a dollar minimum) and agreed upon by the Transfer Agent.

The Transfer Agent will review each Exception Report produced by the database. If the Transfer Agent, upon review of the information available to it, determines that an item listed on the Exception Report is not suspicious, it will document its findings. Any item which the Transfer Agent, in is reasonable opinion, determines is or may be suspicious will be reported to the Fund. Upon receipt of such notice, the Fund shall promptly provide any additional information which it would like the Transfer Agent to consider. Upon review of such additional information, the Transfer Agent may determine that the item is not suspicious in nature, in which case the Transfer Agent will report its findings to the Fund. If, however, the Transfer agent cannot, in its sole judgment, determine the nature/cause of the suspicious transaction, the Transfer agent will consider the item to be "suspicious" in nature and notify the Fund, unless prohibited by applicable law, rule or regulation. The Transfer Agent, if it deems appropriate will report such activity to the Risk and Compliance Group. The Risk and Compliance Group will review such activity further and prepare a draft SAR on Form SAR-SF and send a copy to the Fund's AML Officer for review. The Fund's AML Officer shall review the SAR and provide comments, if any, to the Risk and Compliance Group. The Risk and Compliance Group will file the appropriate report(s) on own behalf of the Transfer Agent and the Fund ("joint filing") with the applicable regulators and comply with instructions of appropriate regulator(s) which may include, without limitation, freezing the account and its assets, refusing to add an authorized signer or beneficiary to the account, and/or closing the account. The Risk and Compliance Group shall provide to the Fund a copy of each SAR filed with supporting documentation which the Risk and Compliance Group will maintain for five (5) years.

With respect to any newly established account, the Transfer Agent will review the account for thirty (30) days following the initial deposit into such account for any and all redemptions that occur and determine, it its sole discretion, whether or not any such redemptions are "suspicious" in nature. If the Transfer Agent determined that any redemption is suspicious, it will promptly notify the Fund, unless prohibited by applicable law, rule or regulation, file the appropriate report(s) on its own behalf with the applicable regulators and comply with instructions of appropriate regulator(s) which may include, without limitation, freezing the account and its assets, refusing to add an authorized signer or beneficiary to the account, and/or closing the account.

The Fund acknowledges that the Transfer Agent does not accept cash equivalents (bank drafts, bank notes, etc.) in connection with any participant accounts.

The Transfer Agent will notify the fund of any change in payment instructions which in the sole discretion of the Transfer Agent is deemed to be "suspicious" in nature and await instruction from the fund as to whether or not such change should be implemented by the Transfer Agent.

The Transfer Agent will review any changes to an account's statement address that occur within 30 days of the account opening and notify the Fund of any such changes that it deems to be "suspicious" in nature, unless prohibited by applicable law, rule or regulation. Upon such notice or upon instruction from the Fund, the Transfer Agent may

file the appropriate report(s) on its own behalf with the applicable regulators and comply with instructions of appropriate regulator(s) which may include, without limitation, freezing the account and its assets, refusing to add an authorized signer or beneficiary to the account, and/or closing the account.

As consideration for State Street Bank and Trust Company's services as administrator, custodian and transfer agent to each of the following Funds and such other services as the parties may from time to time agree and for State Street's assumption of ordinary operating expenses of the Funds, State Street shall receive from each Fund an annual administrative fee, accrued daily at the rate of 1/365th of the applicable fee rate of the following annual percentages of the Fund's average daily net assets during the month:

                                             Annual
                                         percentage of
                                         Average daily
                Fund                       net assets
                ----                     -------------
STATE STREET EQUITY 500 INDEX FUND
   -ADMINISTRATIVE SHARES                     .05%
STATE STREET EQUITY 500 INDEX FUND
   -SERVICE SHARES                            .05%
STATE STREET EQUITY 500 INDEX FUND
   -CLASS R SHARES                            .05%
STATE STREET EQUITY 400 INDEX FUND            .10%
STATE STREET EQUITY 2000 INDEX FUND           .10%
STATE STREET AGGREGATE BOND INDEX FUND        .10%
STATE STREET U.S. GOVERNMENT MONEY
MARKET FUND                                   .05%

As consideration for State Street's services as administrator and custodian to the State Street Institutional Liquid Reserves Fund ("Liquid Reserves Fund") (f/k/a State Street Money Market Fund), State Street shall receive from the Liquid Reserves Fund an annual fee, accrued daily at the rate of 1/365th and payable monthly on the first business day of each month, pursuant to the following schedule:

$25,000 for Administration Services $12,000 for Custody and Accounting Services

EXHIBIT B-FUND LIST

STATE STREET EQUITY 500 INDEX FUND
STATE STREET EQUITY 400 INDEX FUND
STATE STREET EQUITY 2000 INDEX FUND
STATE STREET AGGREGATE BOND INDEX FUND
STATE STREET U.S. MONEY MARKET INDEX FUND

Exhibit C

OFAC SDN list
OFAC Blocked Countries

Bank of England

Canadian Consolidated List (OSFI)

Ex. (h)(1)(j)

SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT

This Second Amendment to the Transfer Agency and Service Agreement dated as of October 11, 2007 (the "Amendment"), by and between State Street Institutional Investment Trust, a trust established under the laws of the Commonwealth of Massachusetts (the "FUND"), and ALPS Fund Services, Inc. a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the "TRANSFER AGENT").

WHEREAS, the Fund and Transfer Agent entered into a Transfer Agency and Service Agreement dated February 1, 2005 (the "Agreement"); and

WHEREAS, the Transfer Agent and the Fund wish to modify the provisions of the Agreement to reflect the addition of new Portfolios and Classes under Schedule A of this Agreement;

NOW THEREFORE, the parties hereby agree to amend the Transfer Agency and Service Agreement as follows:

1. The parties agree to delete Schedule A in its entirety and replace it with a new Schedule A attached hereto, dated October 11 2007.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

STATE STREET INSTITUTIONAL              ALPS FUND SERVICES, INC.
INVESTMENT TRUST

                                                   ,
By: /s/ James Ross                      By: /s/ Tane T. Tyler
    ---------------------------------       ------------------------------------
                                                 ,
Name: James Ross                        Name: Tane T. Tyler
Title: President                        Title: Secretary

SCHEDULE A

FUND LIST
AS AMENDED ON
OCTOBER 11, 2007

State Street Institutional Investment Trust State Street Institutional Liquid Reserves Fund State Street Institutional Limited Duration Bond Fund State Street Institutional Tax Free Limited Duration Bond Fund State Street Institutional Tax Free Money Market Fund

Exhibit. (h)(1)(k)

SECOND AMENDMENT TO SERVICES AMENDMENT

This Second Amendment to the Services Amendment, dated as of October 11, 2007 (the "Amendment"), by and between State Street Institutional Investment Trust, a trust established under the laws of the Commonwealth of Massachusetts (the "Fund"), and ALPS Fund Services, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80202 (the "Transfer Agent").

WHEREAS, the Fund and Transfer Agent entered into a Services Amendment dated February 1, 2005 (the "Agreement"); and

WHEREAS, the Transfer Agent and the Fund wish to modify the provisions of the Agreement to reflect the addition of three new Portfolios under Exhibit B of this Amendment; and

NOW THEREFORE, the parties hereby agree to amend the Agreement as follows:

1. The parties hereto agree to delete Exhibit B in its entirety and replace it with a new Exhibit B attached hereto, dated October 11, 2007.

2. Except as specifically set forth herein, all other provisions of the Amendment shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

STATE STREET INSTITUTIONAL              ALPS FUND SERVICES, INC.
INVESTMENT TRUST

                                               ,
By: /s/ James Ross                      By: Tane T. Tyler
    ---------------------------------       ------------------------------------
                                                 ,
Name: James Ross                        Name: Tane T. Tyler
Title: President                        Title: Secretary

EXHIBIT B - FUND LIST

AS AMENDED ON
OCTOBER 11, 2007

State Street Institutional Investment Trust State Street Institutional Liquid Reserves Fund State Street Institutional Limited Duration Bond Fund State Street Institutional Tax Free Limited Duration Bond Fund State Street Institutional Tax Free Money Market Fund State Street Institutional Treasury Money Market Fund State Street Institutional Treasury Plus Money Market Fund State Street Institutional U.S. Government Money Market Fund

State Street Bank and Trust Company Ex. (h)(2)(c) 225 Franklin Street
Boston, MA 02110

Ladies and Gentlemen:

Reference is made to the Custodian Agreement between us dated February 14, 2001 and the Administration Agreement between us dated February 28, 2000 ("the Agreements"). Pursuant to the Agreements, State Street Bank and Trust Company ("State Street") serves as the Custodian and the Administrator for the State Street Institutional Investment Trust.

The purpose of this letter is to provide notice of the creation of two new funds namely, the State Street Institutional Treasury Fund and The State Street Institutional Treasury Plus Fund.

We request that you act as the Custodian and Administrator under the respective Agreements with respect to the New Funds. As compensation for such services, you shall be entitled to receive from the new Funds the annual fee reflected on the amended fee schedule to the Agreement, which is attached hereto. By your signature below, you agree that the existing Exhibit C to the Agreement shall be deleted in its entirety and the attached Exhibit C 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 Institutional Investment Trust

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French, Treasurer

State Street Bank and Trust Company

                                        By: /s/ Joseph L. Hooley
                                            ------------------------------------
                                            Joseph L. Hooley, Executive Vice
                                            President

Date: September 10, 2007

Exhibit (h)(6)

MASTER FEEDER PARTICIPATION AGREEMENT

BETWEEN

STATE STREET INSTITUTIONAL INVESTMENT TRUST

AND

STATE STREET MASTER FUNDS

DATED AS OF

FEBRUARY 7, 2007

AGREEMENT

THIS AGREEMENT is made and entered into as of the 7th day of February 2007, by and between State Street Institutional Investment Trust (the "Company"), on behalf of its State Street Institutional Tax Free Limited Duration Bond Fund (the "Feeder Fund") and State Street Master Funds (the "Trust"), a trust organized under the common law of the Commonwealth of Massachusetts, on behalf of its State Street Tax Free Limited Duration Bond Portfolio (the "Master Portfolio").

WITNESSETH

WHEREAS, the Feeder Fund and the Master Portfolio are each open-end management investment companies and the Feeder Fund and the Master Portfolio have the same investment objectives and substantively the same investment policies;

WHEREAS, the Feeder Fund desires to invest all of the its investable assets in the Master Portfolio in exchange for a beneficial interest in the Master Portfolio (the "Investment") on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I
THE INVESTMENT

1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.

1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Fund's custodian to deliver all of the assets held by such custodian to the Master Portfolio's custodian. The Master Portfolio's custodian shall acknowledge its acceptance of the assets. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.

II
REPRESENTATIONS AND WARRANTIES

2.1 The Company on behalf of the Feeder Fund represents and warrants to the Trust and the Master Portfolio (which representations and warranties shall be deemed made at and as of this date and at and as of all times when this Agreement is in effect) that:

(a) The Feeder Fund is a series of State Street Institutional Investment Trust, which is a trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts, and has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Feeder Fund and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Feeder Fund by the Company's Board of Directors and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Feeder Fund of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Feeder Fund and constitutes a legal, valid and binding obligation of the Feeder Fund, enforceable against it in accordance with its terms.

(c) The Feeder Fund is not under the jurisdiction of a court in a proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or similar case within the meaning of Section 368(a) (3) (A) of the Bankruptcy Code.

(d) The fiscal year end for the Feeder Fund is December 31.

(e) The Feeder Fund has duly filed all forms, reports, proxy statements and other documents (collectively, the "SEC Filings") required to be filed under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") or the Investment Company Act of 1940, as amended (the "1940 Act" and, together with the 1933 Act and the 1934 Act, the "Securities Laws") in connection with the registration of its shares, any meetings of its shareholders and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, and did not at the time of their filing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) The Feeder Fund has duly registered as an open-end management investment company under the 1940 Act and the Feeder Fund and its shares are registered or qualified in any states where such registration or qualification is necessary and such registrations or qualifications are in full force and effect. The Feeder Fund is and will at all times when it owns or purchases interests in the Master Portfolio be registered as an open-end investment company under the 1940 Act.

(g) The Feeder Fund understands and agrees that the interests in the Master Portfolio (the "Interests") have not been registered and will not be registered under the 1933 Act or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of interests is being made privately by the Master Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) of the 1933 Act.

(h) The Feeder Fund acknowledges that it has received copies of the Offering Memorandum of the Master Portfolio (the "Memorandum") and of the Master Portfolio's Declaration of Trust and By-Laws. The Feeder Fund has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Feeder Fund considers material to a decision to purchase the Interests.

(i) The Interests subscribed for will be acquired solely by and for the account of the Feeder Fund, solely for investment, and are not being purchased for resale or distribution. The Feeder Fund has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the interests. The Feeder Fund acknowledges and agrees that the interests are non-transferable.

(j) The Feeder Fund has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Feeder Fund in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum have been made to the Feeder Fund by the Master Portfolio.

(k) The Feeder Fund agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request.

(l) The Feeder Fund agrees to comply with the USA PATRIOT Act of 2001 ("AML Laws") and to provide documentation that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the AML Laws. The Feeder shall comply with such risk-based informational or other requirements as may reasonably be determined by the Trust's AML Compliance Officer to be necessary or appropriate in light of the Trusts' anti-money laundering program.

2.2 The Trust on behalf of the Master Portfolio represents and warrants to the Company and the Feeder Fund (which representations and warranties shall be deemed made at and as of this date and at all times when this Agreement is in effect) that:

(a) The Master Portfolio is a series of the State Street Master Funds, a trust duly organized and validly existing under the Commonwealth of Massachusetts, which has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Trust and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Trust by its Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Trust, the performance by the Trust of its obligations hereunder and the consummation by the Trust of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Trust and constitutes a legal, valid and binding obligation of the Trust, enforceable against it in accordance with its terms.

(c) The issuance by the Master Portfolio of the Interests in exchange for the Investment by the Feeder Fund of its assets has been duly authorized by all necessary action on the part of the Board of Trustees of the Trust. When issued in accordance with the terms of this Agreement, the Interests will be validly issued, fully paid and non-assessable by the Master Portfolio.

(d) The Master Portfolio is not under the jurisdiction of a court in a proceeding under Title 11 of the Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(e) The fiscal year end of the Master Portfolio is December 31.

(f) The Master Portfolio has duly filed all SEC Filings required to be filed with the SEC pursuant to the 1934 Act and the 1940 Act in connection with any meetings of its investors and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the SEC thereunder, and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) The Master Portfolio is duly registered as an open-end management investment company under the 1940 Act and such registration is in full force and effect.

III
COVENANTS AND INDEMNIFICATION

3.1 The Feeder Fund covenants that:

(a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect.

(b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio.

(c) The Feeder Fund will furnish the Master Portfolio, at least five
(5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in

writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent.

(d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

3.2 Indemnification by Feeder Fund.

(a) Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;

(ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or

(iii) arise out of any failure of the Feeder Fund or any director, officer, employee or agent of the Company, to comply with any applicable law.

(b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

3.3 Indemnification by the Master Portfolio.

(a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several; that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Master Portfolio's N-1A, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Master Portfolio will not be liable in any such case to the extent that any such Liability arises out of or is based upon any untrue statement or omission in or from the Master Portfolio's N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Master Portfolio); or

(ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.

(b) The Master Portfolio will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Master Portfolio might otherwise have to a Covered Person.

3.4 Allocation of Losses.

(a) If the indemnification provided for in Section 3.2 or Section 3.3 is for any reason unavailable to or insufficient to hold harmless a Covered Person in respect of any losses, claims, demands, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of any losses, claims, demands, damages, liabilities, or expenses incurred by such Covered Person in such proportion as is appropriate to reflect the relative fault of the Feeder Fund and the Master Portfolio in connection with the statements or omissions or other action or failure to act which resulted in such losses, liabilities, claims, damages, or expenses, as well as any other relevant equitable considerations.

(b) In the case of any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, the relative fault of the Feeder Fund and the Master Portfolio shall be determined by reference to, among other things, whether any such untrue statement or alleged untrue statement or omission or alleged omission related to information supplied by the Feeder Fund or the Master Portfolio and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(c) The Feeder Fund and the Master Portfolio agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by any method of allocation which does not take account of the equitable considerations referred to above in this Section 3.4. The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a Covered Person and referred to above in this Section 3.4 shall be deemed to include any legal or other expenses reasonably incurred by such Covered Person in investigating, preparing, or defending against any litigation or any investigation or proceeding or any such claims and reasonable counsel fees and expenses incurred in connection therewith.

(d) For purposes of this Section 3.4, each person, if any, who controls the Feeder Fund or the Master Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be, and each director or trustee, officer, or employee of the Trust or the Company and each officer thereof who signed a registration statement shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be.

IV
ADDITIONAL AGREEMENTS

4.1 Each party agrees that it shall hold in strict confidence all data and information, including any and all portfolio holdings information, obtained from the other party (unless such information is or becomes readily ascertainable from public or published information or trade sources) and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, except if disclosure is required by the SEC, any other regulatory body or the Feeder Fund's or Master Portfolio's respective auditors, or in the opinion of counsel such disclosure is required by law, and then only with as much prior written notice to the other party as is practical under the circumstances.

4.2 No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law, provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

V
TERMINATION, AMENDMENT AND WAIVER

5.1 Termination.

(a) This Agreement may be terminated by the Company upon five (5) business days notice to the Trust.

(b) This Agreement may be terminated at any time by the Company by withdrawing all of the Feeder Fund's Interest in the Master Portfolio.

(c) This Agreement may be terminated on not less than 120 days' prior written notice by the Trust to the Company.

(d) This Agreement may be terminated at any time immediately upon written notice to the other parties in the event that formal proceedings are instituted against another party to this Agreement by the SEC or any other regulatory body, provided that the terminating party has a reasonable belief that the institution of the proceeding is not without foundation and will have a material adverse impact on the terminating party.

(e) The indemnification and contribution obligations set forth in Article III and the confidentiality provisions in Section 4.1 shall survive the termination of this Agreement.

5.2 This Agreement may be amended, modified or supplemented at any time in such manner as may be mutually agreed upon in writing by the parties.

VI
GENERAL PROVISIONS

6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows:

If to the Feeder Fund:

State Street Institutional Investment Trust c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Karen Jacoppo-Wood

If to the Master Portfolio:

State Street Master Funds

c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Karen Jacoppo-Wood

Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.

6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.

6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties.

6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.

6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.

6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements.

6.11 Each party expressly acknowledges the provision in the Articles of Incorporation of the Company and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of the Feeder Fund and the Master Portfolio, respectively.

6.12 The parties hereto agree and acknowledge that (a) the Company has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Master Portfolio arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.

6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The

execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first written above.

STATE STREET INSTITUTIONAL INVESTMENT
TRUST

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French
Its: Treasurer

STATE STREET MASTER FUNDS

By: /s/ James Ross
    ------------------------------------
    James Ross, President
Its: President

Exhibit (h)(7)

MASTER FEEDER PARTICIPATION AGREEMENT

BETWEEN

STATE STREET INSTITUTIONAL INVESTMENT TRUST

AND

STATE STREET MASTER FUNDS

DATED AS OF

FEBRUARY 7, 2007

AGREEMENT

THIS AGREEMENT is made and entered into as of the 7th day of February 2007, by and between State Street Institutional Investment Trust (the "Company"), on behalf of its State Street Institutional Tax Free Money Market Fund (the "Feeder Fund") and State Street Master Funds (the "Trust"), a trust organized under the common law of the Commonwealth of Massachusetts, on behalf of its State Street Tax Free Money Market Portfolio (the "Master Portfolio").

WITNESSETH

WHEREAS, the Feeder Fund and the Master Portfolio are each open-end management investment companies and the Feeder Fund and the Master Portfolio have the same investment objectives and substantively the same investment policies;

WHEREAS, the Feeder Fund desires to invest all of the its investable assets in the Master Portfolio in exchange for a beneficial interest in the Master Portfolio (the "Investment") on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I
THE INVESTMENT

1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.

1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Fund's custodian to deliver all of the assets held by such custodian to the Master Portfolio's custodian. The Master Portfolio's custodian shall acknowledge its acceptance of the assets. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.

II
REPRESENTATIONS AND WARRANTIES

2.1 The Company on behalf of the Feeder Fund represents and warrants to the Trust and the Master Portfolio (which representations and warranties shall be deemed made at and as of this date and at and as of all times when this Agreement is in effect) that:

(a) The Feeder Fund is a series of State Street Institutional Investment Trust, which is a trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts, and has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Feeder Fund and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Feeder Fund by the Company's Board of Directors and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Feeder Fund of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Feeder Fund and constitutes a legal, valid and binding obligation of the Feeder Fund, enforceable against it in accordance with its terms.

(c) The Feeder Fund is not under the jurisdiction of a court in a proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or similar case within the meaning of Section 368(a) (3) (A) of the Bankruptcy Code.

(d) The fiscal year end for the Feeder Fund is December 31.

(e) The Feeder Fund has duly filed all forms, reports, proxy statements and other documents (collectively, the "SEC Filings") required to be filed under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") or the Investment Company Act of 1940, as amended (the "1940 Act" and, together with the 1933 Act and the 1934 Act, the "Securities Laws") in connection with the registration of its shares, any meetings of its shareholders and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, and did not at the time of their filing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) The Feeder Fund has duly registered as an open-end management investment company under the 1940 Act and the Feeder Fund and its shares are registered or qualified in any states where such registration or qualification is necessary and such registrations or qualifications are in full force and effect. The Feeder Fund is and will at all times when it owns or purchases interests in the Master Portfolio be registered as an open-end investment company under the 1940 Act.

(g) The Feeder Fund understands and agrees that the interests in the Master Portfolio (the "Interests") have not been registered and will not be registered under the 1933 Act or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of interests is being made privately by the Master Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) of the 1933 Act.

(h) The Feeder Fund acknowledges that it has received copies of the Offering Memorandum of the Master Portfolio (the "Memorandum") and of the Master Portfolio's Declaration of Trust and By-Laws. The Feeder Fund has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Feeder Fund considers material to a decision to purchase the Interests.

(i) The Interests subscribed for will be acquired solely by and for the account of the Feeder Fund, solely for investment, and are not being purchased for resale or distribution. The Feeder Fund has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the interests. The Feeder Fund acknowledges and agrees that the interests are non-transferable.

(j) The Feeder Fund has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Feeder Fund in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum have been made to the Feeder Fund by the Master Portfolio.

(k) The Feeder Fund agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request.

(l) The Feeder Fund agrees to comply with the USA PATRIOT Act of 2001 ("AML Laws") and to provide documentation that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the AML Laws. The Feeder shall comply with such risk-based informational or other requirements as may reasonably be determined by the Trust's AML Compliance Officer to be necessary or appropriate in light of the Trusts' anti-money laundering program.

2.2 The Trust on behalf of the Master Portfolio represents and warrants to the Company and the Feeder Fund (which representations and warranties shall be deemed made at and as of this date and at all times when this Agreement is in effect) that:

(a) The Master Portfolio is a series of the State Street Master Funds, a trust duly organized and validly existing under the Commonwealth of Massachusetts, which has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Trust and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Trust by its Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Trust, the performance by the Trust of its obligations hereunder and the consummation by the Trust of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Trust and constitutes a legal, valid and binding obligation of the Trust, enforceable against it in accordance with its terms.

(c) The issuance by the Master Portfolio of the Interests in exchange for the Investment by the Feeder Fund of its assets has been duly authorized by all necessary action on the part of the Board of Trustees of the Trust. When issued in accordance with the terms of this Agreement, the Interests will be validly issued, fully paid and non-assessable by the Master Portfolio.

(d) The Master Portfolio is not under the jurisdiction of a court in a proceeding under Title 11 of the Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(e) The fiscal year end of the Master Portfolio is December 31.

(f) The Master Portfolio has duly filed all SEC Filings required to be filed with the SEC pursuant to the 1934 Act and the 1940 Act in connection with any meetings of its investors and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the SEC thereunder, and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) The Master Portfolio is duly registered as an open-end management investment company under the 1940 Act and such registration is in full force and effect.

III
COVENANTS AND INDEMNIFICATION

3.1 The Feeder Fund covenants that:

(a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect.

(b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio.

(c) The Feeder Fund will furnish the Master Portfolio, at least five
(5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in

writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent.

(d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

3.2 Indemnification by Feeder Fund.

(a) Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;

(ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or

(iii) arise out of any failure of the Feeder Fund or any director, officer, employee or agent of the Company, to comply with any applicable law.

(b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

3.3 Indemnification by the Master Portfolio.

(a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several; that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Master Portfolio's N-1A, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Master Portfolio will not be liable in any such case to the extent that any such Liability arises out of or is based upon any untrue statement or omission in or from the Master Portfolio's N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Master Portfolio); or

(ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.

(b) The Master Portfolio will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Master Portfolio might otherwise have to a Covered Person.

3.4 Allocation of Losses.

(a) If the indemnification provided for in Section 3.2 or Section 3.3 is for any reason unavailable to or insufficient to hold harmless a Covered Person in respect of any losses, claims, demands, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of any losses, claims, demands, damages, liabilities, or expenses incurred by such Covered Person in such proportion as is appropriate to reflect the relative fault of the Feeder Fund and the Master Portfolio in connection with the statements or omissions or other action or failure to act which resulted in such losses, liabilities, claims, damages, or expenses, as well as any other relevant equitable considerations.

(b) In the case of any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, the relative fault of the Feeder Fund and the Master Portfolio shall be determined by reference to, among other things, whether any such untrue statement or alleged untrue statement or omission or alleged omission related to information supplied by the Feeder Fund or the Master Portfolio and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(c) The Feeder Fund and the Master Portfolio agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by any method of allocation which does not take account of the equitable considerations referred to above in this Section 3.4. The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a Covered Person and referred to above in this Section 3.4 shall be deemed to include any legal or other expenses reasonably incurred by such Covered Person in investigating, preparing, or defending against any litigation or any investigation or proceeding or any such claims and reasonable counsel fees and expenses incurred in connection therewith.

(d) For purposes of this Section 3.4, each person, if any, who controls the Feeder Fund or the Master Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be, and each director or trustee, officer, or employee of the Trust or the Company and each officer thereof who signed a registration statement shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be.

IV
ADDITIONAL AGREEMENTS

4.1 Each party agrees that it shall hold in strict confidence all data and information, including any and all portfolio holdings information, obtained from the other party (unless such information is or becomes readily ascertainable from public or published information or trade sources) and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, except if disclosure is required by the SEC, any other regulatory body or the Feeder Fund's or Master Portfolio's respective auditors, or in the opinion of counsel such disclosure is required by law, and then only with as much prior written notice to the other party as is practical under the circumstances.

4.2 No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law, provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

V
TERMINATION, AMENDMENT AND WAIVER

5.1 Termination.

(a) This Agreement may be terminated by the Company upon five (5) business days notice to the Trust.

(b) This Agreement may be terminated at any time by the Company by withdrawing all of the Feeder Fund's Interest in the Master Portfolio.

(c) This Agreement may be terminated on not less than 120 days' prior written notice by the Trust to the Company.

(d) This Agreement may be terminated at any time immediately upon written notice to the other parties in the event that formal proceedings are instituted against another party to this Agreement by the SEC or any other regulatory body, provided that the terminating party has a reasonable belief that the institution of the proceeding is not without foundation and will have a material adverse impact on the terminating party.

(e) The indemnification and contribution obligations set forth in Article III and the confidentiality provisions in Section 4.1 shall survive the termination of this Agreement.

5.2 This Agreement may be amended, modified or supplemented at any time in such manner as may be mutually agreed upon in writing by the parties.

VI
GENERAL PROVISIONS

6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows:

If to the Feeder Fund:

State Street Institutional Investment Trust c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Karen Jacoppo-Wood

If to the Master Portfolio:

State Street Master Funds

c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Karen Jacoppo-Wood

Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.

6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.

6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties.

6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.

6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.

6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements.

6.11 Each party expressly acknowledges the provision in the Articles of Incorporation of the Company and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of the Feeder Fund and the Master Portfolio, respectively.

6.12 The parties hereto agree and acknowledge that (a) the Company has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Master Portfolio arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.

6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The

execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first written above.

STATE STREET INSTITUTIONAL INVESTMENT
TRUST

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French
Its: Treasurer

STATE STREET MASTER FUNDS

By: /s/ James Ross
    ------------------------------------
    James Ross, President
Its: President

Exhibit (h)(8)

MASTER FEEDER PARTICIPATION AGREEMENT

BETWEEN

STATE STREET INSTITUTIONAL INVESTMENT TRUST

AND

STATE STREET MASTER FUNDS

DATED AS OF

October 2, 2007

AGREEMENT

THIS AGREEMENT is made and entered into as of the 2nd day of October 2007, by and between State Street Institutional Investment Trust (the "Company"), on behalf of its State Street Institutional Treasury Money Market Fund (the "Feeder Fund") and State Street Master Funds (the "Trust"), a trust organized under the common law of the Commonwealth of Massachusetts, on behalf of its State Street Tax Free Money Market Portfolio (the "Master Portfolio").

WITNESSETH

WHEREAS, the Feeder Fund and the Master Portfolio are each open-end management investment companies and the Feeder Fund and the Master Portfolio have the same investment objectives and substantively the same investment policies;

WHEREAS, the Feeder Fund desires to invest all of the its investable assets in the Master Portfolio in exchange for a beneficial interest in the Master Portfolio (the "Investment") on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I
THE INVESTMENT

1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.

1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Fund's custodian to deliver all of the assets held by such custodian to the Master Portfolio's custodian. The Master Portfolio's custodian shall acknowledge its acceptance of the assets. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.

II
REPRESENTATIONS AND WARRANTIES

2.1 The Company on behalf of the Feeder Fund represents and warrants to the Trust and the Master Portfolio (which representations and warranties shall be deemed made at and as of this date and at and as of all times when this Agreement is in effect) that:

(a) The Feeder Fund is a series of State Street Institutional Investment Trust, which is a trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts, and has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Feeder Fund and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Feeder Fund by the Company's Board of Directors and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Feeder Fund of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Feeder Fund and constitutes a legal, valid and binding obligation of the Feeder Fund, enforceable against it in accordance with its terms.

(c) The Feeder Fund is not under the jurisdiction of a court in a proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or similar case within the meaning of Section 368(a) (3) (A) of the Bankruptcy Code.

(d) The fiscal year end for the Feeder Fund is December 31.

(e) The Feeder Fund has duly filed all forms, reports, proxy statements and other documents (collectively, the "SEC Filings") required to be filed under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") or the Investment Company Act of 1940, as amended (the "1940 Act" and, together with the 1933 Act and the 1934 Act, the "Securities Laws") in connection with the registration of its shares, any meetings of its shareholders and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, and did not at the time of their filing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) The Feeder Fund has duly registered as an open-end management investment company under the 1940 Act and the Feeder Fund and its shares are registered or qualified in any states where such registration or qualification is necessary and such registrations or qualifications are in full force and effect. The Feeder Fund is and will at all times when it owns or purchases interests in the Master Portfolio be registered as an open-end investment company under the 1940 Act.

(g) The Feeder Fund understands and agrees that the interests in the Master Portfolio (the "Interests") have not been registered and will not be registered under the 1933 Act or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of interests is being made privately by the Master Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) of the 1933 Act.

(h) The Feeder Fund acknowledges that it has received copies of the Offering Memorandum of the Master Portfolio (the "Memorandum") and of the Master Portfolio's Declaration of Trust and By-Laws. The Feeder Fund has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Feeder Fund considers material to a decision to purchase the Interests.

(i) The Interests subscribed for will be acquired solely by and for the account of the Feeder Fund, solely for investment, and are not being purchased for resale or distribution. The Feeder Fund has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the interests. The Feeder Fund acknowledges and agrees that the interests are non-transferable.

(j) The Feeder Fund has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Feeder Fund in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum have been made to the Feeder Fund by the Master Portfolio.

(k) The Feeder Fund agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request.

(l) The Feeder Fund agrees to comply with the USA PATRIOT Act of 2001 ("AML Laws") and to provide documentation that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the AML Laws. The Feeder shall comply with such risk-based informational or other requirements as may reasonably be determined by the Trust's AML Compliance Officer to be necessary or appropriate in light of the Trusts' anti-money laundering program.

2.2 The Trust on behalf of the Master Portfolio represents and warrants to the Company and the Feeder Fund (which representations and warranties shall be deemed made at and as of this date and at all times when this Agreement is in effect) that:

(a) The Master Portfolio is a series of the State Street Master Funds, a trust duly organized and validly existing under the Commonwealth of Massachusetts, which has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Trust and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Trust by its Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Trust, the performance by the Trust of its obligations hereunder and the consummation by the Trust of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Trust and constitutes a legal, valid and binding obligation of the Trust, enforceable against it in accordance with its terms.

(c) The issuance by the Master Portfolio of the Interests in exchange for the Investment by the Feeder Fund of its assets has been duly authorized by all necessary action on the part of the Board of Trustees of the Trust. When issued in accordance with the terms of this Agreement, the Interests will be validly issued, fully paid and non-assessable by the Master Portfolio.

(d) The Master Portfolio is not under the jurisdiction of a court in a proceeding under Title 11 of the Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(e) The fiscal year end of the Master Portfolio is December 31.

(f) The Master Portfolio has duly filed all SEC Filings required to be filed with the SEC pursuant to the 1934 Act and the 1940 Act in connection with any meetings of its investors and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the SEC thereunder, and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) The Master Portfolio is duly registered as an open-end management investment company under the 1940 Act and such registration is in full force and effect.

III
COVENANTS AND INDEMNIFICATION

3.1 The Feeder Fund covenants that:

(a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect.

(b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio.

(c) The Feeder Fund will furnish the Master Portfolio, at least five
(5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in

writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent.

(d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

3.2 Indemnification by Feeder Fund.

(a) Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;

(ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or

(iii) arise out of any failure of the Feeder Fund or any director, officer, employee or agent of the Company, to comply with any applicable law.

(b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

3.3 Indemnification by the Master Portfolio.

(a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several; that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Master Portfolio's N-1A, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Master Portfolio will not be liable in any such case to the extent that any such Liability arises out of or is based upon any untrue statement or omission in or from the Master Portfolio's N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Master Portfolio); or

(ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.

(b) The Master Portfolio will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Master Portfolio might otherwise have to a Covered Person.

3.4 Allocation of Losses.

(a) If the indemnification provided for in Section 3.2 or Section 3.3 is for any reason unavailable to or insufficient to hold harmless a Covered Person in respect of any losses, claims, demands, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of any losses, claims, demands, damages, liabilities, or expenses incurred by such Covered Person in such proportion as is appropriate to reflect the relative fault of the Feeder Fund and the Master Portfolio in connection with the statements or omissions or other action or failure to act which resulted in such losses, liabilities, claims, damages, or expenses, as well as any other relevant equitable considerations.

(b) In the case of any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, the relative fault of the Feeder Fund and the Master Portfolio shall be determined by reference to, among other things, whether any such untrue statement or alleged untrue statement or omission or alleged omission related to information supplied by the Feeder Fund or the Master Portfolio and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(c) The Feeder Fund and the Master Portfolio agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by any method of allocation which does not take account of the equitable considerations referred to above in this Section 3.4. The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a Covered Person and referred to above in this Section 3.4 shall be deemed to include any legal or other expenses reasonably incurred by such Covered Person in investigating, preparing, or defending against any litigation or any investigation or proceeding or any such claims and reasonable counsel fees and expenses incurred in connection therewith.

(d) For purposes of this Section 3.4, each person, if any, who controls the Feeder Fund or the Master Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be, and each director or trustee, officer, or employee of the Trust or the Company and each officer thereof who signed a registration statement shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be.

IV
ADDITIONAL AGREEMENTS

4.1 Each party agrees that it shall hold in strict confidence all data and information, including any and all portfolio holdings information, obtained from the other party (unless such information is or becomes readily ascertainable from public or published information or trade sources) and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, except if disclosure is required by the SEC, any other regulatory body or the Feeder Fund's or Master Portfolio's respective auditors, or in the opinion of counsel such disclosure is required by law, and then only with as much prior written notice to the other party as is practical under the circumstances.

4.2 No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law, provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

V
TERMINATION, AMENDMENT AND WAIVER

5.1 Termination.

(a) This Agreement may be terminated by the Company upon five (5) business days notice to the Trust.

(b) This Agreement may be terminated at any time by the Company by withdrawing all of the Feeder Fund's Interest in the Master Portfolio.

(c) This Agreement may be terminated on not less than 120 days' prior written notice by the Trust to the Company.

(d) This Agreement may be terminated at any time immediately upon written notice to the other parties in the event that formal proceedings are instituted against another party to this Agreement by the SEC or any other regulatory body, provided that the terminating party has a reasonable belief that the institution of the proceeding is not without foundation and will have a material adverse impact on the terminating party.

(e) The indemnification and contribution obligations set forth in Article III and the confidentiality provisions in Section 4.1 shall survive the termination of this Agreement.

5.2 This Agreement may be amended, modified or supplemented at any time in such manner as may be mutually agreed upon in writing by the parties.

VI
GENERAL PROVISIONS

6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows:

If to the Feeder Fund:

State Street Institutional Investment Trust c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Tim Walsh

If to the Master Portfolio:

State Street Master Funds

c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Tim Walsh

Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.

6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.

6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties.

6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.

6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.

6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements.

6.11 Each party expressly acknowledges the provision in the Articles of Incorporation of the Company and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of the Feeder Fund and the Master Portfolio, respectively.

6.12 The parties hereto agree and acknowledge that (a) the Company has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Master Portfolio arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.

6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The

execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first written above.

STATE STREET INSTITUTIONAL INVESTMENT
TRUST

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French
Its: Treasurer

STATE STREET MASTER FUNDS

By: /s/ James Ross
    ------------------------------------
    James Ross, President
Its: President

Exhibit (h)(9)

MASTER FEEDER PARTICIPATION AGREEMENT

BETWEEN

STATE STREET INSTITUTIONAL INVESTMENT TRUST

AND

STATE STREET MASTER FUNDS

DATED AS OF

October 2, 2007

AGREEMENT

THIS AGREEMENT is made and entered into as of the 2nd day of October 2007, by and between State Street Institutional Investment Trust (the "Company"), on behalf of its State Street Institutional Treasury Plus Money Market Fund (the "Feeder Fund") and State Street Master Funds (the "Trust"), a trust organized under the common law of the Commonwealth of Massachusetts, on behalf of its State Street Tax Free Limited Duration Bond Portfolio (the "Master Portfolio").

WITNESSETH

WHEREAS, the Feeder Fund and the Master Portfolio are each open-end management investment companies and the Feeder Fund and the Master Portfolio have the same investment objectives and substantively the same investment policies;

WHEREAS, the Feeder Fund desires to invest all of the its investable assets in the Master Portfolio in exchange for a beneficial interest in the Master Portfolio (the "Investment") on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I
THE INVESTMENT

1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.

1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Fund's custodian to deliver all of the assets held by such custodian to the Master Portfolio's custodian. The Master Portfolio's custodian shall acknowledge its acceptance of the assets. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.

II
REPRESENTATIONS AND WARRANTIES

2.1 The Company on behalf of the Feeder Fund represents and warrants to the Trust and the Master Portfolio (which representations and warranties shall be deemed made at and as of this date and at and as of all times when this Agreement is in effect) that:

(a) The Feeder Fund is a series of State Street Institutional Investment Trust, which is a trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts, and has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Feeder Fund and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Feeder Fund by the Company's Board of Directors and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Feeder Fund of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Feeder Fund and constitutes a legal, valid and binding obligation of the Feeder Fund, enforceable against it in accordance with its terms.

(c) The Feeder Fund is not under the jurisdiction of a court in a proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or similar case within the meaning of Section 368(a) (3) (A) of the Bankruptcy Code.

(d) The fiscal year end for the Feeder Fund is December 31.

(e) The Feeder Fund has duly filed all forms, reports, proxy statements and other documents (collectively, the "SEC Filings") required to be filed under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") or the Investment Company Act of 1940, as amended (the "1940 Act" and, together with the 1933 Act and the 1934 Act, the "Securities Laws") in connection with the registration of its shares, any meetings of its shareholders and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, and did not at the time of their filing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) The Feeder Fund has duly registered as an open-end management investment company under the 1940 Act and the Feeder Fund and its shares are registered or qualified in any states where such registration or qualification is necessary and such registrations or qualifications are in full force and effect. The Feeder Fund is and will at all times when it owns or purchases interests in the Master Portfolio be registered as an open-end investment company under the 1940 Act.

(g) The Feeder Fund understands and agrees that the interests in the Master Portfolio (the "Interests") have not been registered and will not be registered under the 1933 Act or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of interests is being made privately by the Master Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) of the 1933 Act.

(h) The Feeder Fund acknowledges that it has received copies of the Offering Memorandum of the Master Portfolio (the "Memorandum") and of the Master Portfolio's Declaration of Trust and By-Laws. The Feeder Fund has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Feeder Fund considers material to a decision to purchase the Interests.

(i) The Interests subscribed for will be acquired solely by and for the account of the Feeder Fund, solely for investment, and are not being purchased for resale or distribution. The Feeder Fund has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the interests. The Feeder Fund acknowledges and agrees that the interests are non-transferable.

(j) The Feeder Fund has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Feeder Fund in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum have been made to the Feeder Fund by the Master Portfolio.

(k) The Feeder Fund agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request.

(l) The Feeder Fund agrees to comply with the USA PATRIOT Act of 2001 ("AML Laws") and to provide documentation that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the AML Laws. The Feeder shall comply with such risk-based informational or other requirements as may reasonably be determined by the Trust's AML Compliance Officer to be necessary or appropriate in light of the Trusts' anti-money laundering program.

2.2 The Trust on behalf of the Master Portfolio represents and warrants to the Company and the Feeder Fund (which representations and warranties shall be deemed made at and as of this date and at all times when this Agreement is in effect) that:

(a) The Master Portfolio is a series of the State Street Master Funds, a trust duly organized and validly existing under the Commonwealth of Massachusetts, which has the requisite power and authority to own its property and conduct its business as now being conducted and as proposed to be conducted pursuant to this Agreement.

(b) The execution and delivery of this Agreement by the Trust and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Trust by its Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Trust, the performance by the Trust of its obligations hereunder and the consummation by the Trust of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Trust and constitutes a legal, valid and binding obligation of the Trust, enforceable against it in accordance with its terms.

(c) The issuance by the Master Portfolio of the Interests in exchange for the Investment by the Feeder Fund of its assets has been duly authorized by all necessary action on the part of the Board of Trustees of the Trust. When issued in accordance with the terms of this Agreement, the Interests will be validly issued, fully paid and non-assessable by the Master Portfolio.

(d) The Master Portfolio is not under the jurisdiction of a court in a proceeding under Title 11 of the Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(e) The fiscal year end of the Master Portfolio is December 31.

(f) The Master Portfolio has duly filed all SEC Filings required to be filed with the SEC pursuant to the 1934 Act and the 1940 Act in connection with any meetings of its investors and its registration as an investment company. The SEC Filings were prepared in accordance with the requirements of the Securities Laws, as applicable, and the rules and regulations of the SEC thereunder, and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) The Master Portfolio is duly registered as an open-end management investment company under the 1940 Act and such registration is in full force and effect.

III
COVENANTS AND INDEMNIFICATION

3.1 The Feeder Fund covenants that:

(a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect.

(b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio.

(c) The Feeder Fund will furnish the Master Portfolio, at least five
(5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in

writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent.

(d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.

3.2 Indemnification by Feeder Fund.

(a) Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its respective trustees, directors, officers and employees and each other person who controls the Master Portfolio, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees and expenses incurred in connection therewith), joint or several, that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any prospectus, or any amendment thereof or supplement thereto, or any advertisement or sales literature, or any other document or publication filed, created, or published or otherwise disseminated by the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Feeder Fund will not be liable in any such case to the extent that such Liability arises out of or is based upon any untrue statement or omission in or from any thereof in reliance upon and in conformity with written information furnished to the Feeder Fund by the Master Portfolio specifically for use therein;

(ii) result from the failure of any representation or warranty made by the Company on behalf of the Feeder Fund to be accurate when made or the failure of the Company or the Feeder Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; or

(iii) arise out of any failure of the Feeder Fund or any director, officer, employee or agent of the Company, to comply with any applicable law.

(b) The Feeder Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Feeder Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Feeder Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Feeder Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Feeder Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Feeder Fund, in which case the Feeder Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Feeder Fund's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Feeder Fund might otherwise have to a Covered Person.

3.3 Indemnification by the Master Portfolio.

(a) The Master Portfolio will indemnify and hold harmless the Feeder Fund and the Company and its respective directors, officers and employees and each other person who controls the Feeder Fund, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each, a "Liability" and collectively, the "Liabilities") (including the reasonable costs of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several; that

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Master Portfolio's N-1A, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Master Portfolio will not be liable in any such case to the extent that any such Liability arises out of or is based upon any untrue statement or omission in or from the Master Portfolio's N-1A made in reliance upon and in conformity with written information furnished to the Master Portfolio by the Feeder Fund specifically for use therein (for this purpose, information of any kind contained in any filing by the Feeder Fund with the Securities and Exchange Commission being deemed to have been so furnished to the Master Portfolio); or

(ii) result from the failure of any representation or warranty made by the Master Portfolio to be accurate when made or the failure of the Master Portfolio to perform any covenant contained herein or to otherwise comply with the terms of this Agreement.

(b) The Master Portfolio will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Master Portfolio elects to assume the defense, such defense shall be conducted by counsel chosen by the Master Portfolio. In the event that the Master Portfolio elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Master Portfolio shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Master Portfolio, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Master Portfolio, in which case the Master Portfolio shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Master Portfolio shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Master Portfolio's written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that the Master Portfolio might otherwise have to a Covered Person.

3.4 Allocation of Losses.

(a) If the indemnification provided for in Section 3.2 or Section 3.3 is for any reason unavailable to or insufficient to hold harmless a Covered Person in respect of any losses, claims, demands, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of any losses, claims, demands, damages, liabilities, or expenses incurred by such Covered Person in such proportion as is appropriate to reflect the relative fault of the Feeder Fund and the Master Portfolio in connection with the statements or omissions or other action or failure to act which resulted in such losses, liabilities, claims, damages, or expenses, as well as any other relevant equitable considerations.

(b) In the case of any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, the relative fault of the Feeder Fund and the Master Portfolio shall be determined by reference to, among other things, whether any such untrue statement or alleged untrue statement or omission or alleged omission related to information supplied by the Feeder Fund or the Master Portfolio and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(c) The Feeder Fund and the Master Portfolio agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by any method of allocation which does not take account of the equitable considerations referred to above in this Section 3.4. The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a Covered Person and referred to above in this Section 3.4 shall be deemed to include any legal or other expenses reasonably incurred by such Covered Person in investigating, preparing, or defending against any litigation or any investigation or proceeding or any such claims and reasonable counsel fees and expenses incurred in connection therewith.

(d) For purposes of this Section 3.4, each person, if any, who controls the Feeder Fund or the Master Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be, and each director or trustee, officer, or employee of the Trust or the Company and each officer thereof who signed a registration statement shall have the same rights to contribution as the Feeder Fund or the Master Portfolio, as the case may be.

IV
ADDITIONAL AGREEMENTS

4.1 Each party agrees that it shall hold in strict confidence all data and information, including any and all portfolio holdings information, obtained from the other party (unless such information is or becomes readily ascertainable from public or published information or trade sources) and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, except if disclosure is required by the SEC, any other regulatory body or the Feeder Fund's or Master Portfolio's respective auditors, or in the opinion of counsel such disclosure is required by law, and then only with as much prior written notice to the other party as is practical under the circumstances.

4.2 No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law, provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

V
TERMINATION, AMENDMENT AND WAIVER

5.1 Termination.

(a) This Agreement may be terminated by the Company upon five (5) business days notice to the Trust.

(b) This Agreement may be terminated at any time by the Company by withdrawing all of the Feeder Fund's Interest in the Master Portfolio.

(c) This Agreement may be terminated on not less than 120 days' prior written notice by the Trust to the Company.

(d) This Agreement may be terminated at any time immediately upon written notice to the other parties in the event that formal proceedings are instituted against another party to this Agreement by the SEC or any other regulatory body, provided that the terminating party has a reasonable belief that the institution of the proceeding is not without foundation and will have a material adverse impact on the terminating party.

(e) The indemnification and contribution obligations set forth in Article III and the confidentiality provisions in Section 4.1 shall survive the termination of this Agreement.

5.2 This Agreement may be amended, modified or supplemented at any time in such manner as may be mutually agreed upon in writing by the parties.

VI
GENERAL PROVISIONS

6.1 All notices and other communications given or made pursuant hereto shall to in writing and shall be deemed to have been duly given or made when actually received in person or by fax, or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed as follows:

If to the Feeder Fund:

State Street Institutional Investment Trust c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Tim Walsh

If to the Master Portfolio:

State Street Master Funds

c/o State Street Bank and Trust Company P.O. Box 5049
Boston, MA 02206
Attn: Tim Walsh

Either party to this Agreement may change the identity of the person to receive notice by providing written notice thereof to all other parties to the Agreement.

6.2 Unless stated otherwise herein, all costs and expenses associated with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

6.3 The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.4 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.5 This Agreement and the agreements and other documents delivered pursuant hereto set forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporate or supersede all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.

6.6 Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties.

6.7 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law or conflicts of law provisions thereof.

6.8 This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.

6.9 Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

6.10 Any uncertainty or ambiguity existing herein shall not presumptively be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements.

6.11 Each party expressly acknowledges the provision in the Articles of Incorporation of the Company and the Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of the Feeder Fund and the Master Portfolio, respectively.

6.12 The parties hereto agree and acknowledge that (a) the Company has entered into this Agreement solely on behalf of the Feeder Fund and that no other party shall have any obligation hereunder with respect to any liability of the Feeder Fund arising hereunder; (b) the Trust has entered into this Agreement solely on behalf of the Master Portfolio and that no other series of the Trust shall have any obligation hereunder with respect to any liability of the Master Portfolio arising hereunder; and (c) no series or feeder participant of the Master Portfolio shall be liable to any other series or feeder participant of the Master Portfolio.

6.13 It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the interest holders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The

execution and delivery of this Agreement have been authorized by the Trustees of the Trust and this Agreement will be signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first written above.

STATE STREET INSTITUTIONAL INVESTMENT
TRUST

By: /s/ Gary L. French
    ------------------------------------
    Gary L. French
Its: Treasurer

STATE STREET MASTER FUNDS

By: /s/ James Ross
    ------------------------------------
    James Ross, President
Its: President

Ex. (m)(1)

RULE 12b-1 PLAN
State Street Institutional Investment Trust

1. The Trust. The State Street Institutional Investment Trust (the "Trust") is an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"), and organized as a series trust (each such series is referred to herein as a "Fund").

2. The Plan. The Trust desires to adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act with respect to the shares of beneficial interest ("Shares") of each Fund, and the Board of Trustees of the Trust (the "Board of Trustees") has determined that there is a reasonable likelihood that adoption of this Rule 12b-1 Plan (the "Plan") will benefit each Fund (each a "Designated Fund" and collectively the "Designated Funds") and their holders of Shares. Accordingly, each Designated Fund hereby adopts this Plan in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions (capitalized terms not otherwise defined herein have the meanings assigned thereto in the Funds' registration statement under the 1940 Act and under the Securities Act of 1933, as amended, as such registration statement is amended by any amendments thereto at the time in effect).

3. The Distributor. The Trust has entered into a written Distribution Agreement with ALPS Distributors, Inc., formerly ALPS Mutual Funds Services, Inc. (the "Distributor"), pursuant to which the Distributor will act as the exclusive distributor with respect to the distribution of Shares as described in the Funds' registration statement of each Fund.

4. Payments. Each Designated Fund may pay fees pursuant to this Plan at annual rates as may hereafter be determined by the Board of Trustees, which rates shall not exceed the rates set forth on Exhibit A attached hereto. All agreements related to this Plan shall be in writing and shall provide: (A) that such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of Trustees who are not "interested persons" of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operator of this Plan or in any agreement related to this Plan (the "Independent Trustees") or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Designated Fund, on not more than 60 days' written notice to any other party to the agreement, and (B) that such agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

5. Effective Date. This Plan shall become effective upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.

6. Term. This Plan shall, unless terminated as hereinafter provided, remain in effect with respect to the Designated Fund for one year from its effective date and shall continue thereafter, provided that its continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.

7. Amendment. This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the rate at which payments may be made by a

Designated Fund under this Plan shall be effective only upon approval by a vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the Designated Fund, and (b) any material amendment of this Plan shall be effective only upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such amendment.

8. Termination. This Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the Designated Fund. In the event of termination or non-continuance of this Plan, the Trust may reimburse any expense that it incurred prior to such termination or non-continuance, provided that such reimbursement is specifically approved by both a majority of the Board of Trustees and a majority of the Independent Trustees.

9. Reports. While this Plan is in effect, the Distributor shall provide to the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

10. Records. The Trust shall preserve copies of this Plan, each agreement related hereto and each report referred to in paragraph 9 hereof for a period of at least six years from the date of the Plan, agreement and report, the first two years in an easily accessible place.

11. Independent Trustees. While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Trustees who are not "interested persons" of the Trust (as defined in the 1940 Act).

12. Severability. If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Plan adopted: February 28, 2000
Amended: September 17, 2007; May 15, 2008

FUND AND CLASS                                                    FEE LIMITATION
--------------                                                    --------------
State Street Equity 500 Index Fund
   Administrative Shares                                               0.15%
   Service Shares                                                      0.25%
   Class R Shares                                                      0.60%
State Street Equity 400 Index Fund                                     0.25%
State Street Equity 2000 Index Fund                                    0.25%
State Street Aggregate Bond Index Fund                                 0.25%
State Street Institutional Liquid Reserves Fund
   Institutional Class                                                 0.00%
   [Name of Class]                                                     0.00%
   Investment Class                                                    0.10%
State Street Institutional U.S. Government Money Market Fund
   Institutional Class                                                 0.00%
   Investment Class                                                    0.10%
State Street Institutional Limited Duration Bond Fund                  0.05%
State Street Institutional Tax Free Limited Duration Bond Fund         0.05%
State Street Institutional Tax Free Money Market Fund
   Institutional Class                                                 0.00%
   Investment Class                                                    0.10%
State Street Institutional Treasury Fund
   Institutional Class                                                 0.00%
   Investment Class                                                    0.10%
State Street Institutional Treasury Plus Fund
   Institutional Class                                                 0.00%
   Investment Class                                                    0.10%

Ex. (m)(2)

STATE STREET INSTITUTIONAL INVESTMENT TRUST

SHAREHOLDER SERVICING PLAN
Effective May 15, 2008

This Shareholder Servicing Plan (the "Plan") constitutes the Shareholder Servicing Plan relating to the [Name of Class] Class shares (the "Shares") of each Fund listed on Exhibit I hereto (collectively, the "Funds"), each a series of State Street Institutional Investment Trust, a Massachusetts business trust (the "Trust").

Section 1. The Trust, on behalf the [Name of Class] Class of Shares of a Fund, may pay to [ ], or such other entity as shall from time to time act as the shareholder servicer of the [Name of Class] Class of the Fund's Shares (the "Shareholder Servicer"), a fee (the "Shareholder Service Fee") for services rendered and expenses borne by the Shareholder Servicer in connection with the provision of personal services provided to investors in Shares of the Funds and/or the maintenance of shareholder accounts, at an annual rate not to exceed the percentage set forth on the Service Fee Schedule attached as Exhibit II hereto of the Fund's average daily net assets attributable to the Shares. The Shareholder Service Fee shall be computed and accrued daily, and paid monthly or at such other intervals as the Trustees shall determine. The Shareholder Servicer may pay all or any portion of the Shareholder Service Fee to shareholder servicing agents or other organizations (including, but not limited to, any affiliate of the Fund's investment adviser or of the Shareholder Servicer) as service fees pursuant to agreements with such organizations for providing personal services to investors in Shares of the Funds and/or the maintenance of shareholder accounts, and may retain all or any portion of the Shareholder Service Fee as compensation for providing personal services to investors in Shares of the Funds and/or the maintenance of shareholder accounts.

Section 2. This Plan shall not take effect until it has been approved by votes of the majority of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust. This Plan shall continue in effect for a period of more than one year after the date this Plan takes effect, but only so long as such continuance is specifically approved at least annually by votes of the majority of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust.

Section 3. The Shareholder Servicer shall provide to the Trustees of the Trust, and the Trustees shall review, at least annually, a written report of the amounts so expended and the general purposes for which such expenditures were made.

Section 4. This Plan may be terminated at any time by vote of a majority of the Independent Trustees.

Section 5. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:

A. That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees, on not more than 60 days' written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment; provided, however, in the event of consolidation or merger in which the Shareholder Servicer is not the surviving corporation or which results in the acquisition of substantially all the Shareholder Servicer's outstanding stock by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of substantially all the Shareholder Servicer's assets, the Shareholder Servicer may assign any such agreement to such surviving entity, acquiring entity, assignee or purchaser, as the case may be.

Section 6. This Plan may not be amended to increase materially the amount of expenses permitted pursuant to Section 1 hereof without approval in the manner provided for the continuation of this Plan in Section 2 hereof.

Section 7. As used in this Plan, (a) the term "Independent Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the Act and the rules and regulations thereunder, all subject to such exemptions as may be granted by the Securities and Exchange Commission.

EXHIBIT I

State Street Institutional Liquid Reserves Fund State Street Institutional U.S. Government Money Market Fund State Street Institutional Tax Free Money Market Fund State Street Institutional Treasury Money Market Fund State Street Institutional Treasury Plus Money Market Fund

                            FUND                               SERVICE FEE
                            ----                               -----------
State Street Institutional Liquid Reserves Fund                   0.05%
State Street Institutional U.S. Government Money Market Fund      0.05%
State Street Institutional Tax Free Money Market Fund             0.05%
State Street Institutional Treasury Money Market Fund             0.05%
State Street Institutional Treasury Money Market Plus Fund        0.05%

EX. (n)(1)

STATE STREET INSTITUTIONAL INVESTMENT TRUST

Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940

WHEREAS, the Board of Trustees of the State Street Institutional Investment Trust (the "Trust") has considered the following multi-class plan (the "Plan") under which the Trust may offer multiple classes of shares of its now existing and hereafter created series pursuant to Rule 18f-3 (the "Rule") under the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, a majority of the Trustees of the Trust and a majority of the Trustees who are not interested persons of the Trust have found the Plan, as proposed, to be in the best interests of each class of shares of each series of the Trust individually and the Trust as a whole.

NOW, THEREFORE, the Trust hereby approves and adopts the following Plan pursuant to the Rule.

THE PLAN

Each now existing and hereafter created series ("Fund") of the Trust may from time to time issue one or more classes of shares, as detailed on Exhibit A (each a "Class" and collectively, the "Classes"). Each Class is subject to such investment minimums and other conditions of eligibility as are set forth in the Trust's prospectuses, each as from time to time in effect (each, a "Prospectus"). The differences in expenses between these Classes of shares, and the exchange features of each Class of shares, are set forth below in this Plan, which is subject to change, to the extent permitted by law and by the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time, by action of the Board of Trustees of the Trust. There are no conversion rights or features relating to Classes of shares. Nothing in this Plan shall limit the authority of the Trustees to create additional classes of shares of any Fund.

CLASS CHARACTERISTICS

The Classes of shares of a Fund represent interests in the assets of such Fund. The Classes differ materially only with respect to the amount of Rule 12b-1 fees (the "Rule 12b-1 Fees") borne by the Classes. Rule 12b-1 Fees are paid under a plan adopted pursuant to Rule 12b-1 promulgated under the 1940 Act (the "Rule 12b-1 Plan") relating to the Classes of shares adopted by the Trustees of the Trust.

EXPENSE ALLOCATIONS

Each Class pays Rule 12b-1 Fees as described in Exhibit A. Each Class may, at the Trustees' discretion, also pay a different share of other expenses, not including

advisory or custodial fees or other expenses related to the management of the Trust's assets, if these expenses are actually incurred in a different amount by that Class, or if the Class receives services of a different kind or to a different degree than the other Classes ("Class Expenses"). All other expenses will be allocated to each Class on the basis of the net asset value of that Class in relation to the net asset value of a particular Fund attributable to that Class.

VOTING RIGHTS

Each Class of shares of each Fund has identical voting rights except that each Class has exclusive voting rights on any matter submitted to shareholders that relates solely to that Class, and has separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class. In matters as to which one or more Classes do not have exclusive voting rights, all Classes of shares of a Fund will vote together, except when a Class vote is required by the 1940 Act.

AMENDMENTS

The Plan may be amended from time to time in accordance with the provisions and requirements of the Rule.

CLASS NAME              RULE 12B-1 FEE
---------------------   --------------
Administrative Shares   An annual rate of up to .15% of the Fund's average daily
                        net assets.
Service Shares          An annual rate of up to .25% of the Fund's average daily
                        net assets.
Class R Shares          An annual rate of up to .60% of the Fund's average daily
                        net assets.

CLASS NAME              RULE 12B-1 FEE
---------------------   --------------
Institutional Shares    An annual rate of 0% of the Fund's average daily net
                        assets.
[Name of Class]         An annual rate of up to .05% of the Fund's average daily
Shares                  net assets.
Investment Shares       An annual rate of up to .35% of the Fund's average daily
                        net assets.