As filed with the U.S. Securities and Exchange Commission on April 25, 2018
1933 Act File No. 333-30810
1940 Act File No. 811-09819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Post-Effective Amendment No. 253 | ☒ |
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 254 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
One Iron Street
Boston, MA 02210
(Address of Principal Executive Offices)
(617) 664-7037
(Registrants Telephone Number)
Joshua A. Weinberg, Esq.
Managing Director and Managing Counsel
c/o SSGA Funds Management, Inc.
One Iron Street
Boston, MA 02210
(Name and Address of Agent for Service)
Copy to:
Timothy W. Diggins, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199-3600
It is proposed that this filing will become effective (check appropriate box):
☐ | Immediately upon filing pursuant to paragraph (b) |
☒ | On April 30, 2018 pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | On (date) pursuant to paragraph (a)(1) of Rule 485. |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.02% | 0.02% | 0.02% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.29% | 0.29% | 0.09% | ||
Total Annual Fund Operating Expenses | 0.56% | 0.31% | 0.11% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.05)% | (0.05)% | (0.05)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.51% | 0.26% | 0.06% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.01% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $574 | $690 | $817 | $1,185 | |||
Class I | $ 27 | $ 95 | $169 | $ 388 | |||
Class K | $ 6 | $ 30 | $ 57 | $ 136 |
State Street Equity 500 Index Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Class A | 9/17/2014 | |||||||
Return Before Taxes | 14.78% | 13.91% | 7.40% | |||||
Return After Taxes on Distributions | 13.00% | 13.22% | 6.84% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 9.16% | 11.04% | 5.83% | |||||
Class I | 21.35% | 15.43% | 8.25% | 9/17/2014 | ||||
Class K | 21.61% | 15.58% | 8.32% | 9/17/2014 | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 8.50% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 3.75% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.03% | 0.03% | 0.03% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.43% | 0.43% | 0.23% | ||
Acquired Fund Fees and Expenses | 0.01% | 0.01% | 0.01% | ||
Total Annual Fund Operating Expenses | 0.72% | 0.47% | 0.27% | ||
Less Fee Waivers and/or Expense Reimbursements 3,4 | (0.18)% | (0.18)% | (0.18)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.54% | 0.29% | 0.09% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.04% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
4 | SSGA FM is contractually obligated to waive up to the portion of the management fee and/or expenses attributable to acquired fund fees and expenses in connection with the Portfolio's investments in To Be Announced (“TBA”) securities. This fee waiver and/or expense reimbursement may only be terminated with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $428 | $579 | $743 | $1,220 | |||
Class I | $ 30 | $133 | $245 | $ 574 | |||
Class K | $ 9 | $ 69 | $134 | $ 325 |
State Street Aggregate Bond Index Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/19/2014 | |||||
Return Before Taxes | -0.93% | 0.96% | ||||
Return After Taxes on Distributions | -1.84% | -0.17% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -0.51% | 0.22% | ||||
Class I | 3.29% | 2.46% | 9/19/2014 | |||
Class K | 3.30% | 2.46% | 9/19/2014 | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 3.54% | 2.68% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.06% | 0.06% | 0.06% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.37% | 0.37% | 0.17% | ||
Total Annual Fund Operating Expenses | 0.68% | 0.43% | 0.23% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.08)% | (0.08)% | (0.08)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.60% | 0.35% | 0.15% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.10% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $583 | $724 | $876 | $1,320 | |||
Class I | $ 36 | $130 | $233 | $ 534 | |||
Class K | $ 15 | $ 66 | $121 | $ 285 |
State Street Global Equity ex-U.S. Index Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/17/2014 | |||||
Return Before Taxes | 20.08% | 2.57% | ||||
Return After Taxes on Distributions | 19.03% | 2.08% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.19% | 1.96% | ||||
Class I | 27.00% | 4.52% | 9/17/2014 | |||
Class K | 27.11% | 4.56% | 9/17/2014 | |||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 27.19% | 4.77% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.03% | 0.03% | 0.03% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 1.15% | 1.15% | 0.95% | ||
Total Annual Fund Operating Expenses | 1.43% | 1.18% | 0.98% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.90)% | (0.90)% | (0.90)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.53% | 0.28% | 0.08% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.03% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $576 | $870 | $1,184 | $2,074 | |||
Class I | $ 29 | $285 | $ 562 | $1,352 | |||
Class K | $ 8 | $222 | $ 454 | $1,119 |
State Street Small/Mid Cap Equity Index Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 10/15/2015 | |||||
Return Before Taxes | 11.69% | 8.35% | ||||
Return After Taxes on Distributions | 9.96% | 7.40% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 7.31% | 6.19% | ||||
Class I | 18.16% | 11.09% | 10/15/2015 | |||
Class K | 18.16% | 11.07% | 8/11/2015 | |||
Russell Small Cap Completeness ® Index (reflects no deduction for fees, expenses or taxes) | 18.27% | 11.24% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Portfolio Managers | Portfolios and Funds | |
Michael Feehily, Karl Schneider and Amy Scofield | Equity 500 Index Fund and Equity 500 Index II Portfolio | |
Marc DiCosimo and Joanna Madden | Aggregate Bond Index Fund and Aggregate Bond Index Portfolio | |
Michael Feehily, Payal Gupta and Karl Schneider | Global Equity ex-U.S. Index Fund and Global Equity ex-U.S. Index Portfolio | |
Michael Feehily, Ted Janowsky and Karl Schneider | Small/Mid Cap Equity Index Fund and Small/Mid Cap Equity Index Portfolio |
Class A | Class I | Class K | |
Availability | Available to the general public through certain Financial Intermediaries. |
Limited
to certain investors, including:
• Certain banks, broker-dealers and other Financial Intermediaries. • Certain employer- sponsored retirement plans. • Certain employees or affiliates of State Street Corporation or its affiliates |
Limited to certain investors, including certain qualified recordkeepers and employer-sponsored retirement plans. |
Minimum Initial Investment | $2,000. The investment minimum may be modified, waived or reduced for certain types of investors ( e.g ., 401(k) or 403(b) plans) and investments as well as for certain fee-based programs where an agreement is in place. | $1,000,000. The investment minimum may be modified, waived or reduced for certain types of investors (e.g., 401(k) or 403(b) plans) and investments as well as for certain fee- based programs where an agreement is in place. | $10,000,000. The investment minimum may be modified, waived or reduced for certain types of investors ( e.g ., 401(k) or 403(b) plans) and investments as well as for certain fee- based programs where an agreement is in place. |
Maximum Investment | None. | None. | None. |
Initial (Front-End) Sales Charge | Yes. 5.25% for Equity Funds and 3.75% for Fixed Income Funds, payable at time of purchase. Lower sales charges are available for larger investments. See the chart under “Class A” section of this Prospectus. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. |
Deferred (CDSC) Sales Charge | No, except for purchases of $1,000,000 or more that are redeemed within 18 months after purchase. | No. | No. |
Distribution and Service (12b-1) Fees | 0.25% annual fee. | No. | No. |
Redemption Fees | No. | No. | No. |
Amount of Purchase Payment |
Sales
Charge as a % of
Offering Price |
Sales
Charge as a % of
Net Amount Invested |
Financial
Intermediary
Compensation as a % of Offering Price |
Less than $100,000 | 3.75% | 3.90% | 3.25% |
$100,000-$249,999 | 3.25% | 3.36% | 3.00% |
$250,000-$499,999 | 2.25% | 2.30% | 2.00% |
$500,000-$999,999 | 1.75% | 1.78% | 1.50% |
$1,000,000 or More | None | None | Advanced Commission 1, 2 |
1 | Class A advanced commission for purchases over $1 million: |
1.00% | First $3 million |
Plus 0.50% | Next $12 million |
Plus 0.25% | Over $15 million |
2 | If you purchase $1,000,000 or more of Class A shares of a Fund, you will not be assessed a sales charge at the time of purchase. SSGA FD pays broker-dealers advanced commissions that are calculated on a year-by-year basis based on the amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advanced commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase. You may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds if you redeem your shares within 18 months after purchase. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
1. | Acquired through the reinvestment of dividends and capital gain distributions. |
2. | Acquired in exchange for shares of another Class A State Street Fund that were previously assessed a sales charge. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. |
3. | Bought in State Street Funds that do not offer Class N (no load) shares 1 by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986 (the “Code”)) of: |
• | The State Street Funds |
• | State Street Corporation and its subsidiaries and affiliates |
4. | Bought by employees of: |
• | DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) and its subsidiaries and affiliates. |
• | Financial Intermediaries of financial institutions that have entered into selling agreements with the Funds or SSGA FD and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund Shares). This waiver includes the employees' immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Code). |
5. | Bought by: |
• | Authorized retirement plans serviced or sponsored by a Financial Intermediary, provided that such Financial Intermediary has entered into an agreement with SSGA FD or with the Fund with respect to such purchases at NAV. |
• | Investors who are directly rolling over or transferring shares from an established State Street Fund or State Street qualified retirement plan. Rolling over or transferring shares involves the transferring of shares (in-kind); there is no cash movement associated with the transaction. |
• | Clients of Financial Intermediaries that (i) charge an ongoing fee for advisory, management, consulting or similar services, or (ii) have entered into an agreement with SSGA FD to offer Class A shares through a no-load network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. |
• | Insurance company separate accounts. |
• | Tuition Programs that qualify under Section 529 of the Code. |
6. | Bought with proceeds from the sale of Class A shares of a State Street Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Please refer to Class A Account Reinstatement Privileges below. |
7. | Bought in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you sell the Fund Shares you received in connection with the plan of reorganization. |
1 | State Street Funds that offer Class N Shares include: SSGA Dynamic Small Cap Fund (SVSCX), State Street Disciplined Emerging Markets Equity Fund (SSEMX), SSGA International Stock Selection Fund (SSAIX) and SSGA S&P 500 Index Fund (SVSPX). |
1. | If you participate in the Automatic Withdrawal Plan (AWP). Redemptions made on a regular periodic basis ( e.g . monthly) will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 10% annually of the current market value of the account balance. Redemptions made as part of a required minimum distribution are also included in calculating amounts eligible for this waiver. For information on the Automatic Withdrawal Plan, please see Service Options. |
2. | If you are a registered participant or beneficial owner of an account and you die or become disabled (as defined in Section 72(m)(7) of the Code). This waiver is only available for accounts open prior to the shareholder's or beneficiary's death or disability, and the redemption must be made within one year of such event. Subsequent purchases into such account are not eligible for the CDSC waiver. In order to qualify for this waiver, SSGA FD must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | Redemptions that represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70 1/2. If you maintain more than one IRA, only the assets credited to the IRA that is invested in one or more of the State Street Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
4. | A distribution from a qualified retirement plan by reason of the participant's retirement. |
5. | Redemptions that are involuntary and result from a failure to maintain the required minimum balance in an account. |
6. | Exchanges in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund Shares you receive in connection with the plan of reorganization. |
7. | Exchanges for shares of the same class of another State Street Fund. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares. For purposes of the CDSC, shares will continue to age from the date of the original purchase of the Fund Shares. |
8. | Redemption of shares purchased through employer sponsored retirement plans and deferred compensation plans. The CDSC, however, will not be waived if the plan redeems all of the shares that it owns on behalf of participants prior to the applicable CDSC period, as defined above. |
9. | Redemptions as part of annual IRA custodial fees. |
10. | Acquired through the reinvestment of dividends and capital gains distributions. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing shares on behalf of their clients in: |
• | discretionary and non-discretionary advisory programs; |
• | fund supermarkets; |
• | asset allocation programs; |
• | other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund Shares or for otherwise participating in the program; or |
• | certain other investment programs that do not charge an asset-based fee; |
2. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
3. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | Certain retirement and deferred compensation programs established by State Street Corporation or its affiliates for their employees or the Funds' Trustees; |
6. | Current or retired Directors or Trustees of the State Street Funds, officers and employees of SSGA, and any of its subsidiaries, such persons' spouses, and children under the age of 21, and trust accounts for which any of such person is a beneficiary; |
7. | Investments made in connection with certain mergers and/or reorganizations as approved by the Adviser; |
8. | The reinvestment of dividends from Class I shares in additional Class I shares of a Fund; and |
9. | Qualified recordkeepers with a distribution and/or fund servicing agreement maintained with SSGA FD. |
1. | Qualified recordkeepers with an applicable agreement maintained with SSGA FD; |
2. | Defined benefit plans, defined contribution plans, endowments and foundations with greater than $10,000,000 in a qualified tax-exempt plan; |
3. | Employers with greater than $10,000,000 in the aggregate between qualified and non-qualified plans that they sponsor; and |
4. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class A Shares | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$18.83 | $17.17 | $17.27 | $17.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.16 | 0.68 | 0.25 | 0.11 | |||
Net realized and unrealized gain
(loss)
|
3.82 | 0.29 | (0.11) | 0.45 | |||
Total from investment operations
|
3.98 | 1.97 | 0.14 | 0.56 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.39) | (0.23) | (0.24) | (0.29) | |||
Net realized gains
|
(0.79) | (0.08) | — | — | |||
Total distributions
|
(1.18) | (0.31) | (0.24) | (0.29) | |||
Net asset value, end of period
|
$ 21.63 | $ 18.83 | $ 17.17 | $ 17.27 | |||
Total return
(b)
|
21.12% | 11.42% | 0.78% | 3.28% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$6,293 | $7,509 | $ 60 | $ 51 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
|
0.56%(c) | 0.57%(c) | 0.61%(c) | 0.70%(c)(d) | |||
Net expenses
|
0.48%(c) | 0.48%(c) | 0.48%(c) | 0.51%(c)(d) | |||
Net investment income
(loss)
|
0.79% | 3.69% | 1.43% | 2.32%(d) | |||
Portfolio turnover rate
|
30%(e) | 5%(e) | 5%(e) | 4%(e)(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the State Street Equity 500 Index II Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
(f) | Not annualized. |
Class I Shares | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 18.84 | $17.17 | $17.27 | $17.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.89 | 2.86 | 0.29 | 0.13 | |||
Net realized and unrealized gain
(loss)
|
3.14 | (0.84) | (0.11) | 0.44 | |||
Total from investment operations
|
4.03 | 2.02 | 0.18 | 0.57 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.45) | (0.27) | (0.28) | (0.30) | |||
Net realized gains
|
(0.79) | (0.08) | — | — | |||
Total distributions
|
(1.24) | (0.35) | (0.28) | (0.30) | |||
Net asset value, end of period
|
$ 21.63 | $ 18.84 | $ 17.17 | $ 17.27 | |||
Total return
(b)
|
21.35% | 11.75% | 1.03% | 3.35% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$16,084 | $4,469 | $ 50 | $ 51 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
|
0.31%(c) | 0.32%(c) | 0.36%(c) | 0.45%(c)(d) | |||
Net expenses
|
0.23%(c) | 0.23%(c) | 0.23%(c) | 0.26%(c)(d) | |||
Net investment income
(loss)
|
4.21% | 15.53%(e) | 1.66% | 2.57%(d) | |||
Portfolio turnover rate
|
30%(f) | 5%(f) | 5%(f) | 4%(f)(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the State Street Equity 500 Index II Portfolio. |
(d) | Annualized. |
(e) | The calculation of the net investment income ratio is affected by the timing and relative size of a class' shareholder activity during the period. As a result, the net investment income ratio may vary significantly from period to period. |
(f) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
(g) | Not annualized. |
Class K Shares | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 18.83 | $ 17.17 | $ 17.27 | $17.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.44 | 0.44 | 1.45 | 0.14 | |||
Net realized and unrealized gain
(loss)
|
3.64 | 1.61 | (1.23) | 0.44 | |||
Total from investment operations
|
4.08 | 2.05 | 0.22 | 0.58 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.50) | (0.31) | (0.32) | (0.31) | |||
Net realized gains
|
(0.79) | (0.08) | — | — | |||
Total distributions
|
(1.29) | (0.39) | (0.32) | (0.31) | |||
Net asset value, end of period
|
$ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | |||
Total return
(b)
|
21.61% | 11.92% | 1.23% | 3.41% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$412,903 | $369,915 | $62,064 | $ 51 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
|
0.11%(c) | 0.12%(c) | 0.16%(c) | 0.27%(c)(d) | |||
Net expenses
|
0.03%(c) | 0.03%(c) | 0.03%(c) | 0.06%(c)(d) | |||
Net investment income
(loss)
|
2.14% | 2.42% | 8.45%(e) | 2.78%(d) | |||
Portfolio turnover rate
|
30%(f) | 5%(f) | 5%(f) | 4%(f)(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the State Street Equity 500 Index II Portfolio. |
(d) | Annualized. |
(e) | The calculation of the net investment income ratio is affected by the timing and relative size of a class' shareholder activity during the period. As a result, the net investment income ratio may vary significantly from period to period. |
(f) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
(g) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/19/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 9.75 | $ 9.75 | $10.14 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.21 | 0.16 | 0.21 | 0.02 | |||
Net realized and unrealized gain
(loss)
|
0.08 | 0.03 | (0.18) | 0.16 | |||
Total from investment operations
|
0.29 | 0.19 | 0.03 | 0.18 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.21) | (0.18) | (0.26) | (0.04) | |||
Net realized gains
|
(0.01) | (0.01) | (0.14) | — | |||
Return of Capital
|
— | — | (0.02) | — | |||
Total distributions
|
(0.22) | (0.19) | (0.42) | (0.04) | |||
Net asset value, end of period
|
$ 9.82 | $ 9.75 | $ 9.75 | $ 10.14 | |||
Total return
(b)
|
2.93% | 1.91% | 0.35% | 1.85% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 340 | $ 211 | $ 184 | $ 51 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(c)
|
0.58% | 0.67% | 0.66% | 0.91%(d) | |||
Net expenses
(c)
|
0.40% | 0.40% | 0.31% | 0.52%(d) | |||
Net investment income
(loss)
|
2.11% | 1.65% | 2.11% | 0.58%(d) | |||
Portfolio turnover rate
(e)
|
99% | 194% | 62%(f) | 16%(f)(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the corresponding Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
(g) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/19/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 9.76 | $ 9.74 | $10.13 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.23 | 0.18 | 0.20 | 0.08 | |||
Net realized and unrealized gain
(loss)
|
0.09 | 0.06 | (0.14) | 0.09 | |||
Total from investment operations
|
0.32 | 0.24 | 0.06 | 0.17 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.21) | (0.29) | (0.04) | |||
Net realized gains
|
(0.01) | (0.01) | (0.14) | — | |||
Return of Capital
|
— | — | (0.02) | — | |||
Total distributions
|
(0.24) | (0.22) | (0.45) | (0.04) | |||
Net asset value, end of period
|
$ 9.84 | $ 9.76 | $ 9.74 | $ 10.13 | |||
Total return
(b)
|
3.29% | 2.37% | 0.60% | 1.82% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$10,807 | $12,370 | $4,508 | $4,484 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(c)
|
0.26% | 0.33% | 0.41% | 0.88%(d) | |||
Net expenses
(c)
|
0.08% | 0.06% | 0.06% | 0.28%(d) | |||
Net investment income
(loss)
|
2.30% | 1.83% | 1.95% | 2.91%(d) | |||
Portfolio turnover rate
(e)
|
99% | 194% | 62%(f) | 16%(f)(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the corresponding Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
(g) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/19/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 9.75 | $ 9.74 | $ 10.14 | $ 10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.23 | 0.20 | 0.20 | 0.04 | |||
Net realized and unrealized gain
(loss)
|
0.09 | 0.03 | (0.15) | 0.15 | |||
Total from investment operations
|
0.32 | 0.23 | 0.05 | 0.19 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.21) | (0.29) | (0.05) | |||
Net realized gains
|
(0.01) | (0.01) | (0.14) | — | |||
Return of Capital
|
— | — | (0.02) | — | |||
Total distributions
|
(0.24) | (0.22) | (0.45) | (0.05) | |||
Net asset value, end of period
|
$ 9.83 | $ 9.75 | $ 9.74 | $ 10.14 | |||
Total return
(b)
|
3.30% | 2.27% | 0.54% | 1.97% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$97,318 | $76,429 | $49,641 | $70,950 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(c)
|
0.26% | 0.33% | 0.41% | 0.50%(d) | |||
Net expenses
(c)
|
0.08% | 0.06% | 0.06% | 0.09%(d) | |||
Net investment income
(loss)
|
2.37% | 1.98% | 1.88% | 1.33%(d) | |||
Portfolio turnover rate
(e)
|
99% | 194% | 62%(f) | 16%(f)(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the corresponding Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
(g) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 8.74 | $ 8.45 | $ 9.17 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.08 | 0.31 | 0.15 | 0.04 | |||
Net realized and unrealized gain
(loss)
|
2.25 | 0.09 | (0.71) | (0.83) | |||
Total from investment operations
|
2.33 | 0.40 | (0.56) | (0.79) | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.26) | (0.11) | (0.16) | (0.04) | |||
Net realized gains
|
(0.14) | — | — | — | |||
Total distributions
|
(0.40) | (0.11) | (0.16) | (0.04) | |||
Net asset value, end of period
|
$ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | |||
Total return
(b)
|
26.68% | 4.75% | (6.17)% | (7.88)% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 927 | $1,564 | $ 42 | $ 46 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(c)
|
0.53% | 0.58% | 0.70% | 1.17%(d) | |||
Net expenses
(c)
|
0.44% | 0.42% | 0.32% | 0.60%(d) | |||
Net investment income
(loss)
|
0.79% | 3.51% | 1.64% | 1.55%(d) | |||
Portfolio turnover rate
(e)
|
2% | 8% | 3% | 0%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the corresponding Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 8.74 | $ 8.45 | $ 9.17 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.21 | 0.17 | 0.18 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.14 | 0.25 | (0.72) | (0.83) | |||
Total from investment operations
|
2.35 | 0.42 | (0.54) | (0.78) | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.28) | (0.13) | (0.18) | (0.05) | |||
Net realized gains
|
(0.14) | — | — | — | |||
Total distributions
|
(0.42) | (0.13) | (0.18) | (0.05) | |||
Net asset value, end of period
|
$ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | |||
Total return
(b)
|
27.00% | 5.02% | (5.94)% | (7.81)% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 999 | $ 501 | $ 42 | $ 46 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(c)
|
0.23% | 0.32% | 0.45% | 0.92%(d) | |||
Net expenses
(c)
|
0.15% | 0.16% | 0.06% | 0.35%(d) | |||
Net investment income
(loss)
|
2.12% | 2.01% | 1.89% | 1.81%(d) | |||
Portfolio turnover rate
(e)
|
2% | 8% | 3% | 0%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the corresponding Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 8.74 | $ 8.45 | $ 9.17 | $ 10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.32 | 0.20 | 0.24 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.04 | 0.22 | (0.78) | (0.83) | |||
Total from investment operations
|
2.36 | 0.420 | (0.54) | (0.78) | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.28) | (0.13) | (0.18) | (0.05) | |||
Net realized gains
|
(0.14) | — | — | — | |||
Total distributions
|
(0.42) | (0.13) | (0.18) | (0.05) | |||
Net asset value, end of period
|
$ 10.68 | $ 8.74 | $ 8.45 | $ 9.17 | |||
Total return
(b)
|
27.11% | 5.02% | (5.94)% | (7.76)% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$456,567 | $222,297 | $57,219 | $40,800 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(c)
|
0.18% | 0.23% | 0.45% | 0.73%(d) | |||
Net expenses
(c)
|
0.10% | 0.07% | 0.06% | 0.15%(d) | |||
Net investment income
(loss)
|
3.16% | 2.28% | 2.59% | 2.00%(d) | |||
Portfolio turnover rate
(e)
|
2% | 8% | 3% | 0%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Ratio does not include the expenses of the corresponding Portfolio. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Not annualized. |
Class A | |||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
For
the
Period 10/16/15* - 12/31/15 |
|||
Net asset value, beginning of period
|
$10.67 | $ 9.30 | $10.00 | ||
Income (loss) from investment
operations:
|
|||||
Net investment income (loss)
(a)
|
0.53 | 0.07 | 0.05 | ||
Net realized and unrealized gain
(loss)
|
1.37 | 1.41 | (0.69) | ||
Total from investment operations
|
1.90 | 1.48 | (0.64) | ||
Distributions to shareholders
from:
|
|||||
Net investment income
|
(0.25) | (0.11) | (0.06) | ||
Net realized gains
|
(0.37) | (0.00)(b) | — | ||
Total distributions
|
(0.62) | (0.11) | (0.06) | ||
Net asset value, end of period
|
$ 11.95 | $ 10.67 | $ 9.30 | ||
Total return
(c)
|
17.87% | 15.67% | (6.27)% | ||
Ratios and Supplemental
Data:
|
|||||
Net assets, end of period (in
000s)
|
$ 988 | $ 114 | $ 97 | ||
Ratios to Average Net
Assets:
|
|||||
Total expenses
(d)
|
1.10% | 2.48% | 5.08%(e) | ||
Net expenses
(d)
|
0.35% | 0.30% | 0.30%(e) | ||
Net investment income
(loss)
|
4.60% | 0.69% | 2.55%(e) | ||
Portfolio turnover rate
(f)
|
21% | 21% | 8%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Ratio does not include the expenses of the corresponding Portfolio. |
(e) | Annualized. |
(f) | Portfolio turnover rate is from the corresponding Portfolio. |
(g) | Not annualized. |
Class I | |||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
For
the
Period 10/16/15* - 12/31/15 |
|||
Net asset value, beginning of period
|
$10.67 | $ 9.30 | $10.00 | ||
Income (loss) from investment
operations:
|
|||||
Net investment income (loss)
(a)
|
0.40 | 0.14 | 0.06 | ||
Net realized and unrealized gain
(loss)
|
1.53 | 1.37 | (0.70) | ||
Total from investment operations
|
1.93 | 1.51 | (0.64) | ||
Distributions to shareholders
from:
|
|||||
Net investment income
|
(0.28) | (0.14) | (0.06) | ||
Net realized gains
|
(0.37) | (0.00)(b) | — | ||
Total distributions
|
(0.65) | (0.14) | (0.06) | ||
Net asset value, end of period
|
$ 11.95 | $ 10.67 | $ 9.30 | ||
Total return
(c)
|
18.16% | 15.96% | (6.18)% | ||
Ratios and Supplemental
Data:
|
|||||
Net assets, end of period (in
000s)
|
$4,135 | $ 297 | $ 97 | ||
Ratios to Average Net
Assets:
|
|||||
Total expenses
(d)
|
0.90% | 2.22% | 4.83%(e) | ||
Net expenses
(d)
|
0.11% | 0.05% | 0.05%(e) | ||
Net investment income
(loss)
|
3.42% | 1.42% | 2.80%(e) | ||
Portfolio turnover rate
(f)
|
21% | 21% | 8%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Ratio does not include the expenses of the corresponding Portfolio. |
(e) | Annualized. |
(f) | Portfolio turnover rate is from the corresponding Portfolio. |
(g) | Not annualized. |
Class K | |||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
For
the
Period 8/12/15* - 12/31/15 |
|||
Net asset value, beginning of period
|
$ 10.67 | $ 9.30 | $10.00 | ||
Income (loss) from investment
operations:
|
|||||
Net investment income (loss)
(a)
|
0.15 | 0.15 | 0.06 | ||
Net realized and unrealized gain
(loss)
|
1.78 | 1.36 | (0.70) | ||
Total from investment operations
|
1.93 | 1.51 | (0.64) | ||
Distributions to shareholders
from:
|
|||||
Net investment income
|
(0.28) | (0.14) | (0.06) | ||
Net realized gains
|
(0.37) | (0.00)(b) | — | ||
Total distributions
|
(0.65) | (0.14) | (0.06) | ||
Net asset value, end of period
|
$ 11.95 | $ 10.67 | $ 9.30 | ||
Total return
(c)
|
18.16% | 16.21% | (6.38)% | ||
Ratios and Supplemental
Data:
|
|||||
Net assets, end of period (in
000s)
|
$18,750 | $14,098 | $3,930 | ||
Ratios to Average Net
Assets:
|
|||||
Total expenses
(d)
|
0.96% | 2.21% | 4.71%(e) | ||
Net expenses
(d)
|
0.05% | 0.05% | 0.05%(e) | ||
Net investment income
(loss)
|
1.29% | 1.51% | 1.49%(e) | ||
Portfolio turnover rate
(f)
|
21% | 21% | 8%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Ratio does not include the expenses of the corresponding Portfolio. |
(e) | Annualized. |
(f) | Portfolio turnover rate is from the corresponding Portfolio. |
(g) | Not annualized. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITEQABSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.14% | 0.14% | 0.14% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.40% | 0.40% | 0.20% | ||
Total Annual Fund Operating Expenses | 0.79% | 0.54% | 0.34% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.17)% | (0.17)% | (0.17)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.62% | 0.37% | 0.17% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.12% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $585 | $748 | $925 | $1,437 |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $38 | $156 | $285 | $661 | |||
Class K | $17 | $ 92 | $174 | $414 |
State Street Emerging Markets Equity Index Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 12/18/15 | |||||
Return Before Taxes | 37.19% | 22.90% | ||||
Return After Taxes on Distributions | 36.38% | 22.16% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 21.73% | 17.75% | ||||
MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 37.28% | 23.55% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Amount of Purchase Payment |
Sales
Charge as a % of
Offering Price |
Sales
Charge as a % of
Net Amount Invested |
Financial
Intermediary
Compensation as a % of Offering Price |
Less than $50,000 | 5.25% | 5.54% | 4.75% |
$50,000-$99,999 | 4.50% | 4.71% | 4.00% |
$100,000-$249,999 | 3.50% | 3.63% | 3.25% |
$250,000-$499,999 | 2.50% | 2.56% | 2.25% |
$500,000-$999,999 | 2.00% | 2.04% | 1.75% |
$1,000,000 or more | None | None | Advanced Commission 1, 2 |
1 | Class A advanced commission for purchases over $1 million: |
1.00% | First $3 million |
Plus 0.50% | Next $12 million |
Plus 0.25% | Over $15 million |
2 | If you purchase $1,000,000 or more of Class A shares of the Fund, you will not be assessed a sales charge at the time of purchase. SSGA FD pays broker-dealers advanced commissions that are calculated on a year-by-year basis based on the amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advanced commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase. You may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds if you redeem your shares within 18 months after purchase. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
1. | Acquired through the reinvestment of dividends and capital gain distributions. |
2. | Acquired in exchange for shares of another Class A State Street Fund that were previously assessed a sales charge. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. |
3. | Bought in State Street Funds that do not offer Class N (no load) shares 1 by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986 (the “Code”)) of: |
• | The State Street Funds |
• | State Street Corporation and its subsidiaries and affiliates |
4. | Bought by employees of: |
• | DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) and its subsidiaries and affiliates. |
• | Financial Intermediaries of financial institutions that have entered into selling agreements with the Fund or SSGA FD and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund Shares). This waiver includes the employees' immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Code). |
5. | Bought by: |
• | Authorized retirement plans serviced or sponsored by a Financial Intermediary, provided that such Financial Intermediary has entered into an agreement with SSGA FD or with the Fund with respect to such purchases at NAV. |
1 | State Street Funds that offer Class N Shares include: SSGA Dynamic Small Cap Fund (SVSCX), State Street Disciplined Emerging Markets Equity Fund (SSEMX), SSGA International Stock Selection Fund (SSAIX) and SSGA S&P 500 Index Fund (SVSPX). |
• | Investors who are directly rolling over or transferring shares from an established State Street Fund or State Street qualified retirement plan. Rolling over or transferring shares involves the transferring of shares (in-kind); there is no cash movement associated with the transaction. |
• | Clients of Financial Intermediaries that (i) charge an ongoing fee for advisory, management, consulting or similar services, or (ii) have entered into an agreement with SSGA FD to offer Class A shares through a no-load network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. |
• | Insurance company separate accounts. |
• | Tuition Programs that qualify under Section 529 of the Code. |
6. | Bought with proceeds from the sale of Class A shares of a State Street Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Please refer to Class A Account Reinstatement Privileges below. |
7. | Bought in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which the Fund is a party. However, you may pay a CDSC when you sell the Fund Shares you received in connection with the plan of reorganization. |
1. | If you participate in the Automatic Withdrawal Plan (AWP). Redemptions made on a regular periodic basis ( e.g . monthly) will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 10% annually of the current market value of the account balance. Redemptions made as part of a required minimum distribution are also included in calculating amounts eligible for this waiver. For information on the Automatic Withdrawal Plan, please see Service Options. |
2. | If you are a registered participant or beneficial owner of an account and you die or become disabled (as defined in Section 72(m)(7) of the Code). This waiver is only available for accounts open prior to the shareholder's or beneficiary's death or disability, and the redemption must be made within one year of such event. Subsequent purchases into such account are not eligible for the CDSC waiver. In order to qualify for this waiver, SSGA FD must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | Redemptions that represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70 1/2. If you maintain more than one IRA, only the assets credited to the IRA that is invested in one or more of the State Street Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
4. | A distribution from a qualified retirement plan by reason of the participant's retirement. |
5. | Redemptions that are involuntary and result from a failure to maintain the required minimum balance in an account. |
6. | Exchanges in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which the Fund is a party. However, you may pay a sales charge when you redeem the Fund Shares you receive in connection with the plan of reorganization. |
7. | Exchanges for shares of the same class of another State Street Fund. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares. For purposes of the CDSC, shares will continue to age from the date of the original purchase of the Fund Shares. |
8. | Redemption of shares purchased through employer sponsored retirement plans and deferred compensation plans. The CDSC, however, will not be waived if the plan redeems all of the shares that it owns on behalf of participants prior to the applicable CDSC period, as defined above. |
9. | Redemptions as part of annual IRA custodial fees. |
10. | Acquired through the reinvestment of dividends and capital gains distributions. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing shares on behalf of their clients in: |
• | discretionary and non-discretionary advisory programs; |
• | fund supermarkets; |
• | asset allocation programs; |
• | other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund Shares or for otherwise participating in the program; or |
• | certain other investment programs that do not charge an asset-based fee; |
2. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
3. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | Certain retirement and deferred compensation programs established by State Street Corporation or its affiliates for their employees or the Fund's Trustees; |
6. | Current or retired Directors or Trustees of the State Street Funds, officers and employees of SSGA, and any of its subsidiaries, such persons' spouses, and children under the age of 21, and trust accounts for which any of such person is a beneficiary; |
7. | Investments made in connection with certain mergers and/or reorganizations as approved by the Adviser; |
8. | The reinvestment of dividends from Class I shares in additional Class I shares of the Fund; and |
9. | Qualified recordkeepers with a distribution and/or fund servicing agreement maintained with SSGA FD. |
1. | Qualified recordkeepers with an applicable agreement maintained with SSGA FD; |
2. | Defined benefit plans, defined contribution plans, endowments and foundations with greater than $10,000,000 in a qualified tax-exempt plan; |
3. | Employers with greater than $10,000,000 in the aggregate between qualified and non-qualified plans that they sponsor; and |
4. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Fund against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of the Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class K | |||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
For
the
Period 12/21/15* - 12/31/15 |
|||
Net asset value, beginning of period
|
$ 10.82 | $ 9.99 | $ 10.00 | ||
Income (loss) from investment
operations:
|
|||||
Net investment income (loss)
(a)
|
0.29 | 0.21 | 0.02 | ||
Net realized and unrealized gain
(loss)
|
3.72 | 0.87 | (0.01) | ||
Total from investment operations
|
4.01 | 1.08 | 0.01 | ||
Distributions to shareholders
from:
|
|||||
Net investment income
|
(0.30) | (0.22) | (0.02) | ||
Net realized gains
|
(0.07) | (0.03) | — | ||
Total distributions
|
(0.37) | (0.25) | (0.02) | ||
Net asset value, end of period
|
$ 14.46 | $ 10.82 | $ 9.99 | ||
Total return
(b)
|
37.19% | 10.81% | 0.14% | ||
Ratios and Supplemental
Data:
|
|||||
Net assets, end of period (in
000s)
|
$607,947 | $374,808 | $165,807 | ||
Ratios to Average Net
Assets:
|
|||||
Total expenses
|
0.34% | 0.56% | 0.83%(c) | ||
Net expenses
|
0.17% | 0.18% | 0.17%(c) | ||
Net investment income
(loss)
|
2.23% | 1.98% | 8.03%(c) | ||
Portfolio turnover rate
|
6% | 14% | 0%(d)(e) |
* | Commencement of operations. |
(a) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Amount shown represents less than 0.5%. |
(e) | Not annualized. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITEMCGSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.02% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.15% |
Other Expenses | 0.09% |
Total Annual Fund Operating Expenses | 0.26% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.05)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.21% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.01% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$22 | $79 | $141 | $326 |
State Street Equity 500 Index Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Administrative Shares | 4/18/2001 | |||||||
Return Before Taxes | 21.43% | 15.47% | 8.27% | |||||
Return After Taxes on Distributions | 19.43% | 14.71% | 7.68% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 13.01% | 12.33% | 6.57% | |||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 8.50% |
To establish an account | $25,000,000 |
To add to an existing account | None |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
Administrative Shares | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 18.83 | $ 17.17 | $ 17.27 | $ 15.50 | $ 11.94 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income (loss)
(a)
|
0.38 | 0.26 | 0.31 | 0.29 | 0.26 | ||||
Net realized and unrealized gain
(loss)
|
3.66 | 1.76 | (0.12) | 1.79 | 3.56 | ||||
Total from investment operations
|
4.04 | 2.02 | 0.19 | 2.08 | 3.82 | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.46) | (0.28) | (0.29) | (0.31) | (0.26) | ||||
Net realized gains
|
(0.79) | (0.08) | — | — | — | ||||
Total distributions
|
(1.25) | (0.36) | (0.29) | (0.31) | (0.26) | ||||
Net asset value, end of period
|
$ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | $ 15.50 | ||||
Total return
(b)
|
21.43% | 11.75% | 1.08% | 13.41% | 31.97% | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$274,650 | $277,141 | $261,038 | $248,180 | $230,330 | ||||
Ratios to Average Net
Assets:(c)
|
|||||||||
Total expenses
|
0.26%(d) | 0.27%(d) | 0.31%(d) | 0.30%(e) | 0.25% | ||||
Net expenses
|
0.18%(d) | 0.18%(d) | 0.18%(d) | 0.23%(e) | 0.25% | ||||
Net investment income
(loss)
|
1.83% | 1.48% | 1.76% | 1.78% | 1.84% | ||||
Portfolio turnover rate
|
30%(f) | 5%(f) | 5%(f) | 4%(g) | 4%(h) |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Prior to August 11, 2014, the per shares amounts and percentages included the Fund's proportionate share of income and expenses of the State Street Equity 500 Index Portfolio. |
(d) | Ratio does not include the expenses of the State Street Equity 500 Index II Portfolio. |
(e) | Ratio includes expenses allocated from the State Street Equity 500 Index Portfolio from 1/1/2014 through 8/10/2014, and does not include the expenses of the State Street Equity 500 Index II Portfolio from 8/11/2014 through 12/31/2014. |
(f) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
(g) | Portfolio turnover rate is calculated from the State Street Equity 500 Index Portfolio (from 1/1/2014 to 8/10/2014) and the State Street Equity 500 Index II Portfolio (from 8/11/2014 to 12/31/2014). |
(h) | Portfolio turnover rate is from the State Street Equity 500 Index Portfolio. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITEQ5ADSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.02% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.60% |
Other Expenses | 0.09% |
Total Annual Fund Operating Expenses | 0.71% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.05)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.66% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.01% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$67 | $222 | $390 | $878 |
State Street Equity 500 Index Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Class R Shares | 6/7/2005 | |||||||
Return Before Taxes | 20.96% | 14.96% | 7.79% | |||||
Return After Taxes on Distributions | 19.14% | 14.33% | 7.32% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.69% | 11.94% | 6.21% | |||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 8.50% |
To establish an account | $25,000,000 |
To add to an existing account | None |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
Class R Shares | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 18.81 | $ 17.15 | $ 17.26 | $ 15.49 | $ 11.93 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income (loss)
(a)
|
0.29 | 0.18 | 0.19 | 0.22 | 0.19 | ||||
Net realized and unrealized gain
(loss)
|
3.66 | 1.76 | (0.09) | 1.78 | 3.56 | ||||
Total from investment operations
|
3.95 | 1.94 | 0.10 | 2.00 | 3.75 | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.36) | (0.20) | (0.21) | (0.23) | (0.19) | ||||
Net realized gains
|
(0.79) | (0.08) | — | — | — | ||||
Total distributions
|
(1.15) | (0.28) | (0.21) | (0.23) | (0.19) | ||||
Net asset value, end of period
|
$ 21.61 | $ 18.81 | $ 17.15 | $ 17.26 | $ 15.49 | ||||
Total return
(b)
|
20.96% | 11.26% | 0.58% | 12.91% | 31.40% | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$42,249 | $39,086 | $37,845 | $41,148 | $32,555 | ||||
Ratios to Average Net
Assets:(c)
|
|||||||||
Total expenses
|
0.71%(d) | 0.72%(d) | 0.76%(d) | 0.75%(e) | 0.70% | ||||
Net expenses
|
0.63%(d) | 0.63%(d) | 0.63%(d) | 0.68%(e) | 0.70% | ||||
Net investment income
(loss)
|
1.41% | 0.99% | 1.09% | 1.37% | 1.40% | ||||
Portfolio turnover rate
|
30%(f) | 5%(f) | 5%(f) | 4%(g) | 4%(h) |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Prior to August 11, 2014, the per shares amounts and percentages included the Fund's proportionate share of income and expenses of the State Street Equity 500 Index Portfolio. |
(d) | Ratio does not include the expenses of the State Street Equity 500 Index II Portfolio. |
(e) | Ratio includes expenses allocated from the State Street Equity 500 Index Portfolio from 1/1/2014 through 8/10/2014, and does not include the expenses of the State Street Equity 500 Index II Portfolio from 8/11/2014 through 12/31/2014. |
(f) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
(g) | Portfolio turnover rate is calculated from the State Street Equity 500 Index Portfolio (from 1/1/2014 to 8/10/2014) and the State Street Equity 500 Index II Portfolio (from 8/11/2014 to 12/31/2014). |
(h) | Portfolio turnover rate is from the State Street Equity 500 Index Portfolio. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITCLRSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.02% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% |
Other Expenses | 0.09% |
Total Annual Fund Operating Expenses | 0.36% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.05)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.31% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.01% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$32 | $111 | $197 | $451 |
State Street Equity 500 Index Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Service Shares | 3/10/2003 | |||||||
Return Before Taxes | 21.33% | 15.38% | 8.18% | |||||
Return After Taxes on Distributions | 19.37% | 14.64% | 7.61% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.94% | 12.25% | 6.50% | |||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 8.50% |
To establish an account | $25,000,000 |
To add to an existing account | None |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
Service Shares | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 18.81 | $ 17.15 | $ 17.25 | $ 15.49 | $ 11.92 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income (loss)
(a)
|
0.15 | 0.26 | 0.22 | 0.28 | 0.24 | ||||
Net realized and unrealized gain
(loss)
|
3.87 | 1.74 | (0.05) | 1.77 | 3.57 | ||||
Total from investment operations
|
4.02 | 2.00 | 0.17 | 2.05 | 3.81 | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.44) | (0.26) | (0.27) | (0.29) | (0.24) | ||||
Net realized gains
|
(0.79) | (0.08) | — | — | — | ||||
Total distributions
|
(1.23) | (0.34) | (0.27) | (0.29) | (0.24) | ||||
Net asset value, end of period
|
$ 21.60 | $ 18.81 | $ 17.15 | $ 17.25 | $ 15.49 | ||||
Total return
(b)
|
21.33% | 11.65% | 0.98% | 13.24% | 31.97% | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$27,876 | $124,591 | $104,730 | $126,412 | $124,885 | ||||
Ratios to Average Net
Assets:(c)
|
|||||||||
Total expenses
|
0.36%(d) | 0.37%(d) | 0.41%(d) | 0.40%(e) | 0.35% | ||||
Net expenses
|
0.28%(d) | 0.27%(d) | 0.28%(d) | 0.33%(e) | 0.35% | ||||
Net investment income
(loss)
|
0.73% | 1.46% | 1.25% | 1.73% | 1.74% | ||||
Portfolio turnover rate
|
30%(f) | 5%(f) | 5%(f) | 4%(g) | 4%(h) |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Prior to August 11, 2014, the per shares amounts and percentages included the Fund's proportionate share of income and expenses of the State Street Equity 500 Index Portfolio. |
(d) | Ratio does not include the expenses of the State Street Equity 500 Index II Portfolio. |
(e) | Ratio includes expenses allocated from the State Street Equity 500 Index Portfolio from 1/1/2014 through 8/10/2014, and does not include the expenses of the State Street Equity 500 Index II Portfolio from 8/11/2014 through 12/31/2014. |
(f) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
(g) | Portfolio turnover rate is calculated from the State Street Equity 500 Index Portfolio (from 1/1/2014 to 8/10/2014) and the State Street Equity 500 Index II Portfolio (from 8/11/2014 to 12/31/2014). |
(h) | Portfolio turnover rate is from the State Street Equity 500 Index Portfolio. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITSERVSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Institutional | Administration | Investment | Investor | Premier | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None | None | None | None |
Institutional | Administration | Investment | Investor | Premier | |||||
Management Fee | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | ||||
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.05% | 0.10% | 0.00% | 0.00% | ||||
Other Expenses 1 | 0.10% | 0.27% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | Other expenses are based on estimates for the current fiscal year for the Institutional Class shares. |
1 year | 3 years | 5 years | 10 years | ||||
Institutional | $15 | $ 48 | $ 85 | $192 | |||
Administration | $38 | $119 | $208 | $468 | |||
Investment | $48 | $151 | $263 | $591 | |||
Investor | $20 | $ 64 | $113 | $255 | |||
Premier | $12 | $ 39 | $ 68 | $154 |
State Street Institutional Liquid Reserves Fund |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
||||
Premier Class | 1.05% | 0.36% | 0.56% | 8/12/2004 | ||||
Investment Class | 0.69% | 0.16% | 0.34% | 10/15/2007 | ||||
Administration Class | 0.80% | 0.18% | 0.35% | 8/29/2016 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investor Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Premier Class | |
To establish an account | $250,000,000 |
To add to an existing account | No minimum |
Institutional | Administration | Investment | Investor | Premier | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None | None | None | None |
Institutional | Administration | Investment | Investor | Premier | |||||
Management Fee | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | ||||
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.05% | 0.10% | 0.00% | 0.00% | ||||
Other Expenses 1 | 0.10% | 0.27% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | Other expenses are based on estimates for the current fiscal year for the Institutional Class shares. |
1 year | 3 years | 5 years | 10 years | ||||
Institutional | $15 | $ 48 | $ 85 | $192 | |||
Administration | $38 | $119 | $208 | $468 | |||
Investment | $48 | $151 | $263 | $591 | |||
Investor | $20 | $ 64 | $113 | $255 | |||
Premier | $12 | $ 39 | $ 68 | $154 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
State Street Institutional U.S. Government Money Market Fund |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
||||
Premier Class | 0.79% | 0.21% | 0.36% | 10/25/2007 | ||||
Investment Class | 0.44% | 0.09% | 0.23% | 10/17/2007 | ||||
Administration Class | 0.54% | - | 0.41% | 8/23/2016 | ||||
Investor Class | 0.71% | - | 0.48% | 3/21/2016 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investor Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Premier Class | |
To establish an account | $250,000,000 |
To add to an existing account | No minimum |
Institutional | Administration | Investment | Investor | Premier | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None | None | None | None |
Institutional | Administration | Investment | Investor | Premier | |||||
Management Fee | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | ||||
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.05% | 0.10% | 0.00% | 0.00% | ||||
Other Expenses 1 | 0.10% | 0.07% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses | 0.15% | 0.17% | 0.47% | 0.20% | 0.12% |
1 | Other expenses are based on estimates for the current fiscal year for the Institutional Class and Administration Class shares. |
1 year | 3 years | 5 years | 10 years | ||||
Institutional | $15 | $ 48 | $ 85 | $192 | |||
Administration | $17 | $ 55 | $ 96 | $217 | |||
Investment | $48 | $151 | $263 | $591 | |||
Investor | $20 | $ 64 | $113 | $255 | |||
Premier | $12 | $ 39 | $ 68 | $154 |
State Street Institutional Treasury Money Market Fund |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
||||
Premier Class | 0.76% | 0.19% | 0.23% | 10/25/2007 | ||||
Investment Class | 0.41% | 0.08% | 0.14% | 10/25/2007 | ||||
Investor Class | 0.68% | - | 0.67% | 12/22/2016 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investor Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Premier Class | |
To establish an account | $250,000,000 |
To add to an existing account | No minimum |
Institutional | Administration | Investment | Investor | Premier | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None | None | None | None |
Institutional | Administration | Investment | Investor | Premier | |||||
Management Fee | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | ||||
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.05% | 0.10% | 0.00% | 0.00% | ||||
Other Expenses 1 | 0.10% | 0.07% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses | 0.15% | 0.17% | 0.47% | 0.20% | 0.12% |
1 | Other expenses are based on estimates for the current fiscal year for the Institutional Class and Administration Class shares. |
1 year | 3 years | 5 years | 10 years | ||||
Institutional | $15 | $ 48 | $ 85 | $192 | |||
Administration | $17 | $ 55 | $ 96 | $217 | |||
Investment | $48 | $151 | $263 | $591 | |||
Investor | $20 | $ 64 | $113 | $255 | |||
Premier | $12 | $ 39 | $ 68 | $154 |
State Street Institutional Treasury Plus Money Market Fund |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
||||
Premier Class | 0.77% | 0.19% | 0.26% | 10/24/2007 | ||||
Investment Class | 0.42% | 0.08% | 0.17% | 10/24/2007 | ||||
Investor Class | 0.69% | - | 0.60% | 10/14/2016 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investor Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Premier Class | |
To establish an account | $250,000,000 |
To add to an existing account | No minimum |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
Institutional Class | Administration Class | Investment Class | Investor Class | Premier Class | |
Minimum Initial Investment | $25,000,000 | $1,000 | $25,000,000 | $10,000,000 | $250,000,000 |
Maximum Investment | None. | None. | None. | None. | None. |
Initial Sales Charge | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. |
Deferred (CDSC) Sales Charge | No. | No. | No. | No. | No. |
Distribution and/or Service (12b-1) Fees | No. | 0.05% annual fee. | 0.10% annual fee. | No. | No. |
Redemption Fees | No. | No. | No. | No. | No. |
By Mail: |
An
initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Funds and the Funds' agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
By Mail: |
Send
a signed letter to:
State Street Institutional Investment Trust Funds P.O. Box 8317 Boston, MA 02266-8317 |
The letter should include information necessary to process your request as described below. The Fund may require a medallion guarantee in certain circumstances. See “Medallion Guarantees” below. | |
By Overnight: |
State
Street Institutional Investment Trust Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone: | Please call (866) 392-0869 between the hours of 7:00 a.m. and 5:00 p.m. ET. |
The Funds will need the following information to process your redemption request: | |
➣ name(s)
of account owners;
➣ account number(s); ➣ the name of the Fund; ➣ your daytime telephone number; and ➣ the dollar amount or number of shares being redeemed. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
Administration Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 8/29/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0080 | 0.0008 | |
Net realized and unrealized gain
(loss)
|
0.0000(b) | 0.0000(b) | |
Total from investment operations
|
0.0080 | 0.0008 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0080) | (0.0008) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0080) | (0.0008) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.80% | 0.08% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$831,606 | $798,447 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.37% | 0.38%(d) | |
Net expenses
|
0.37% | 0.38%(d) | |
Net investment income
(loss)
|
0.80% | 0.22%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Investment Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0070 | 0.0010 | 0.0000(b)(c) | 0.0000(b)(c) | 0.0000(b)(c) | ||||
Net realized and unrealized gain
(loss)
|
(0.0001) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0069 | 0.0010 | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0070) | (0.0010) | — | — | (0.0000)(b) | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | (0.0000)(b) | ||||
Total distributions
|
(0.0070) | (0.0010) | — | — | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 0.9999 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.69% | 0.10% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$ 5,547 | $ 5,582 | $485,292 | $726,910 | $1,013,152 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.46% | 0.24% | 0.19% | 0.22% | ||||
Net investment income
(loss)
|
0.70% | 0.08% | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Investor Class(a) | |
For
the
Period 7/13/17* - 12/31/17 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment
operations:
|
|
Net investment income
(loss)
|
0.0055 |
Net realized and unrealized gain
(loss)
|
(0.0001) |
Total from investment operations
|
0.0054 |
Voluntary expense reimbursement from Affiliate
|
0.0000(b) |
Distributions to shareholders
from:
|
|
Net investment income
|
(0.0055) |
Net realized gains
|
(0.0000)(b) |
Total distributions
|
(0.0055) |
Net asset value, end of period
|
$ 0.9999 |
Total return
(c)
|
0.54% |
Ratios and Supplemental
Data:
|
|
Net assets, end of period (in
000s)
|
$ 34,361 |
Ratios to Average Net
Assets:
|
|
Total expenses
|
0.20%(d) |
Net expenses
|
0.20%(d) |
Net investment income
(loss)
|
1.19%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Premier Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0001 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0105 | 0.0045 | 0.0012(b) | 0.0008(b) | 0.0010(b) | ||||
Net realized and unrealized gain
(loss)
|
(0.0002) | 0.0001 | 0.0000(c) | (0.0001) | 0.0000(c) | ||||
Total from investment operations
|
0.0103 | 0.0046 | 0.0012 | 0.0007 | 0.0010 | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0105) | (0.0045) | (0.0012) | (0.0007) | (0.0010) | ||||
Net realized gains
|
(0.0000)(c) | — | — | — | (0.0000)(c) | ||||
Total distributions
|
(0.0105) | (0.0045) | (0.0012) | (0.0007) | (0.0010) | ||||
Net asset value, end of period
|
$ 0.9999 | $ 1.0001 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.05% | 0.45% | 0.12% | 0.07% | 0.10% | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$8,303,222 | $6,255,384 | $45,207,442 | $37,932,781 | $29,850,029 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.12% | 0.12% | 0.12% | 0.12% | 0.12% | ||||
Net expenses
|
0.12% | 0.12% | 0.12% | 0.12% | 0.12% | ||||
Net investment income
(loss)
|
1.06% | 0.43% | 0.12% | 0.07% | 0.10% |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(c) | Amount is less than $0.00005 per share. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
Investment Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0041 | 0.0000(b) | 0.0000(b)(c) | (0.0010)(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0010 | 0.0000(b) | ||||
Total from investment operations
|
0.0041 | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0041) | (0.0000)(b) | — | — | (0.0000)(b) | ||||
Net realized gains
|
(0.0000)(b) | — | — | (0.0000)(b) | (0.0000)(b) | ||||
Total distributions
|
(0.0041) | (0.0000)(b) | — | (0.0000)(b) | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.41% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$366,364 | $609,545 | $724,683 | $741,248 | $1,407,207 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.31% | 0.04% | 0.05% | 0.07% | ||||
Net investment income
(loss)
|
0.38% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Investor Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 12/22/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0068 | 0.0001 | |
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | |
Total from investment operations
|
0.0068 | 0.0001 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0068) | (0.0001) | |
Net realized gains
|
(0.0000) | — | |
Total distributions
|
(0.0068) | (0.0001) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.68% | 0.00%(d) | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$ 29,583 | $ 27,402 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.20% | 0.18%(e) | |
Net investment income
(loss)
|
0.71% | 0.31%(e) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Amount is less than 0.005%. |
(e) | Annualized. |
Premier Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0076 | 0.0019 | 0.0000(b)(c) | —(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0076 | 0.0019 | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0076) | (0.0019) | (0.0000)(b) | — | (0.0000)(b) | ||||
Net realized gains
|
(0.0000)(b) | — | — | (0.0000)(b) | (0.0000)(b) | ||||
Total distributions
|
(0.0076) | (0.0019) | (0.0000)(b) | (0.0000)(b) | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.76% | 0.19% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$12,123,627 | $12,651,785 | $10,412,966 | $8,338,818 | $11,949,583 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.12% | 0.12% | 0.12% | 0.12% | 0.12% | ||||
Net expenses
|
0.12% | 0.12% | 0.04% | 0.04% | 0.07% | ||||
Net investment income
(loss)
|
0.76% | 0.19% | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Investment Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $1.0000 | $1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0042 | 0.0000(b) | 0.0000(b)(c) | 0.0000(b)(c) | (0.0001)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0001 | ||||
Total from investment operations
|
0.0042 | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0042) | (0.0000)(b) | — | — | — | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | (0.0000)(b) | ||||
Total distributions
|
(0.0042) | (0.0000)(b) | — | — | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.42% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$ 19,242 | $ 48,170 | $60,041 | $74,781 | $ 73,449 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.47% | 0.49% | 0.49% | 0.48% | 0.48% | ||||
Net expenses
|
0.47% | 0.31% | 0.06% | 0.05% | 0.08% | ||||
Net investment income
(loss)
|
0.36% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Investor Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 10/14/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0069 | 0.0004 | |
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | |
Total from investment operations
|
0.0069 | 0.0004 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0069) | (0.0004) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0069) | (0.0004) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.69% | 0.04% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$328,764 | $101,461 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.20% | 0.20%(d) | |
Net expenses
|
0.20% | 0.20%(d) | |
Net investment income
(loss)
|
0.70% | 0.19%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Premier Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0077 | 0.0019 | 0.0000(b)(c) | 0.0000(b)(c) | (0.0001)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0001 | ||||
Total from investment operations
|
0.0077 | 0.0019 | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0077) | (0.0019) | (0.0000)(b) | — | (0.0000)(b) | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | (0.0000)(b) | ||||
Total distributions
|
(0.0077) | (0.0019) | (0.0000)(b) | — | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.77% | 0.19% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$4,000,478 | $2,515,246 | $1,684,652 | $2,690,959 | $2,679,596 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.12% | 0.14% | 0.14% | 0.13% | 0.13% | ||||
Net expenses
|
0.12% | 0.12% | 0.06% | 0.05% | 0.08% | ||||
Net investment income
(loss)
|
0.81% | 0.20% | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Administration Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 8/23/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0054 | 0.0001 | |
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | |
Total from investment operations
|
0.0054 | 0.0001 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0054) | (0.0001) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0054) | (0.0001) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.54% | 0.01% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$1,909,670 | $3,423,655 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.37% | 0.37%(d) | |
Net expenses
|
0.37% | 0.37%(d) | |
Net investment income
(loss)
|
0.50% | 0.04%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Investment Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0044 | 0.0000(b) | 0.0000(b)(c) | (0.0000)(b)(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | — | — | — | ||||
Total from investment operations
|
0.0044 | 0.0000(b) | 0.0000(b) | (0.0000)(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0044) | (0.0000)(b) | — | — | — | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | — | ||||
Total distributions
|
(0.0044) | (0.0000)(b) | — | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.44% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$432,488 | $903,050 | $971,551 | $615,706 | $691,469 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.37% | 0.10% | 0.07% | 0.10% | ||||
Net investment income
(loss)
|
0.40% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Investor Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 3/21/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0071 | 0.0014 | |
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | |
Total from investment operations
|
0.0071 | 0.0014 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0071) | (0.0014) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0071) | (0.0014) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.71% | 0.14% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$1,245,204 | $230,156 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.20% | 0.20%(d) | |
Net expenses
|
0.20% | 0.20%(d) | |
Net investment income
(loss)
|
0.83% | 0.21%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Premier Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0079 | 0.0025 | 0.0000(b)(c) | (0.0000)(b)(c) | 0.0001(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | 0.0000(b) | — | — | ||||
Total from investment operations
|
0.0079 | 0.0025 | 0.0000(b) | (0.0000)(b) | 0.0001 | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0079) | (0.0025) | (0.0000)(b) | — | (0.0001) | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | — | ||||
Total distributions
|
(0.0079) | (0.0025) | (0.0000)(b) | — | (0.0001) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.79% | 0.25% | 0.00%(e) | 0.00%(e) | 0.01% | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$38,921,503 | $43,302,733 | $13,516,264 | $10,962,800 | $7,189,250 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.12% | 0.12% | 0.12% | 0.12% | 0.12% | ||||
Net expenses
|
0.12% | 0.12% | 0.09% | 0.07% | 0.09% | ||||
Net investment income
(loss)
|
0.78% | 0.27% | 0.00%(e) | 0.00%(e) | 0.01% |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
MULTICLSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses 1 | 0.12% |
Total Annual Fund Operating Expenses | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | 5 years | 10 years | |||
$17 | $55 | $96 | $217 |
State Street Institutional Liquid Reserves Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Premier Class | 1.05% | 0.36% | 0.56% | 8/12/2004 |
Service Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses 1 | 0.12% |
Total Annual Fund Operating Expenses | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | 5 years | 10 years | |||
$17 | $55 | $96 | $217 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
State Street Institutional U.S. Government Money Market Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Premier Class | 0.79% | 0.21% | 0.36% | 10/25/2007 |
Service Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses 1 | 0.12% |
Total Annual Fund Operating Expenses | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | 5 years | 10 years | |||
$17 | $55 | $96 | $217 |
State Street Institutional Treasury Money Market Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Premier Class | 0.76% | 0.19% | 0.23% | 10/25/2007 |
Service Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses 1 | 0.12% |
Total Annual Fund Operating Expenses | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | 5 years | 10 years | |||
$17 | $55 | $96 | $217 |
State Street Institutional Treasury Plus Money Market Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Premier Class | 0.77% | 0.19% | 0.26% | 10/24/2007 |
Service Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
By Mail: |
An
initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Funds and the Funds' agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
By Mail: |
Send
a signed letter to:
State Street Institutional Investment Trust Funds P.O. Box 8317 Boston, MA 02266-8317 |
The letter should include information necessary to process your request as described below. The Fund may require a medallion guarantee in certain circumstances. See “Medallion Guarantees” below. | |
By Overnight: |
State
Street Institutional Investment Trust Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone: | Please call (866) 392-0869 between the hours of 7:00 a.m. and 5:00 p.m. ET. |
The Funds will need the following information to process your redemption request: | |
➣ name(s)
of account owners;
➣ account number(s); ➣ the name of the Fund; ➣ your daytime telephone number; and ➣ the dollar amount or number of shares being redeemed. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
MULTISVSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.03% |
1 year | 3 years | 5 years | 10 years | |||
$3 | $10 | $17 | $39 |
State Street Equity 500 Index II Portfolio |
One
Year |
Since Inception |
Inception
Date |
|||
8/11/2014 | ||||||
Return Before Taxes | 21.66% | 12.27% | ||||
Return After Taxes on Distributions | 19.66% | 10.88% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.95% | 9.10% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.31% |
To establish an account | None |
To add to an existing account | None |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses | 0.06% |
Acquired Fund Fees and Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.07% |
Less Fee Waivers and/or Expense Reimbursements 1,2 | (0.03)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.04% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Portfolio, and/or (ii) to reimburse the Portfolio for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.04% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Portfolio's Board of Trustees. |
2 | SSGA FM is contractually obligated to waive up to the portion of the management fee and/or expenses attributable to acquired fund fees and expenses in connection with the Portfolio's investments in To Be Announced (“TBA”) securities. This fee waiver and/or expense reimbursement may only be terminated with approval of the Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$4 | $20 | $37 | $87 |
State Street Aggregate Bond Index Portfolio |
One
Year |
Since Inception |
Inception
Date |
|||
9/18/2014 | ||||||
Return Before Taxes | 3.38% | 2.56% | ||||
Return After Taxes on Distributions | 2.30% | 1.44% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 1.91% | 1.45% | ||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 3.54% | 2.68% |
To establish an account | None |
To add to an existing account | None |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses | 0.06% |
Total Annual Fund Operating Expenses | 0.06% |
1 year | 3 years | 5 years | 10 years | |||
$6 | $19 | $34 | $77 |
State Street Global Equity ex-U.S. Index Portfolio |
One
Year |
Since Inception |
Inception
Date |
|||
9/16/2014 | ||||||
Return Before Taxes | 27.20% | 4.65% | ||||
Return After Taxes on Distributions | 25.73% | 3.68% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.42% | 3.10% | ||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 27.19% | 4.77% |
To establish an account | None |
To add to an existing account | None |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses | 0.07% |
Total Annual Fund Operating Expenses | 0.07% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.04)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.03% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Portfolio, and/or (ii) to reimburse the Portfolio for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.03% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$3 | $19 | $37 | $89 |
State Street Small/Mid Cap Equity Index Portfolio |
One
Year |
Since Inception |
Inception
Date |
|||
8/11/2015 | ||||||
Return Before Taxes | 18.20% | 11.23% | ||||
Return After Taxes on Distributions | 16.57% | 10.13% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 10.65% | 8.25% | ||||
Russell Small Cap Completeness ® Index (reflects no deduction for fees, expenses or taxes) | 18.27% | 11.24% |
To establish an account | None |
To add to an existing account | None |
Portfolio Managers | Portfolios | |
Michael Feehily, Karl Schneider and Amy Scofield | Equity 500 Index II Portfolio | |
Marc DiCosimo and Joanna Madden | Aggregate Bond Index Portfolio | |
Michael Feehily, Payal Gupta and Karl Schneider | Global Equity ex-U.S. Index Portfolio | |
Michael Feehily, Ted Janowsky and Karl Schneider | Small/Mid Cap Equity Index Portfolio |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
Year
Ended 12/31/15 |
For
the
Period 8/11/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 11.31 | $ 10.32 | $ 10.55 | $ 10.00 | |||
Income (loss) from investment operations:
|
|||||||
Net investment income (loss)
(a)
|
0.25 | 0.23 | 0.22 | 0.08 | |||
Net realized and unrealized gain
(loss)
|
2.21 | 1.02 | (0.09) | 0.63 | |||
Total from investment operations
|
2.46 | 1.25 | 0.13 | 0.71 | |||
Distributions to shareholders from:
|
|||||||
Net investment income
|
(0.27) | (0.18) | (0.20) | (0.08) | |||
Net realized gains
|
(0.43) | (0.08) | (0.16) | (0.08) | |||
Total distributions
|
(0.70) | (0.26) | (0.36) | (0.16) | |||
Net asset value, end of period
|
$ 13.07 | $ 11.31 | $ 10.32 | $ 10.55 | |||
Total return
(b)
|
21.66% | 12.18% | 1.29% | 7.12% | |||
Ratios and Supplemental Data:
|
|||||||
Net assets, end of period (in
000s)
|
$2,199,181 | $1,227,444 | $541,335 | $426,710 | |||
Ratios to average net assets:
|
|||||||
Total expenses
|
0.03% | 0.04% | 0.04% | 0.04%(c) | |||
Net expenses
|
0.03% | 0.03% | 0.03% | 0.03%(c) | |||
Net investment income
(loss)
|
1.98% | 2.15% | 2.05% | 2.06%(c) | |||
Portfolio turnover rate
|
30% | 5% | 5% | 4%(d)(e) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
(e) | Portfolio turnover rate excludes in-kind security transactions. |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
Year
Ended 12/31/15 |
For
the
Period 9/19/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 9.91 | $ 9.89 | $ 10.14 | $ 10.00 | |||
Income (loss) from investment operations:
|
|||||||
Net investment income (loss)
(a)
|
0.23 | 0.23 | 0.20 | 0.04 | |||
Net realized and unrealized gain
(loss)
|
0.10 | 0.01 | (0.13) | 0.16 | |||
Total from investment operations
|
0.33 | 0.24 | 0.07 | 0.20 | |||
Voluntary contribution from Adviser
|
— | — | 0.00(b) | 0.00(b) | |||
Distributions to shareholders from:
|
|||||||
Net investment income
|
(0.24) | (0.21) | (0.19) | (0.04) | |||
Net realized gains
|
— | (0.01) | (0.11) | (0.02) | |||
Return of Capital
|
— | — | (0.02) | — | |||
Total distributions
|
(0.24) | (0.22) | (0.32) | (0.06) | |||
Net asset value, end of period
|
$ 10.00 | $ 9.91 | $ 9.89 | $ 10.14 | |||
Total return
(c)
|
3.38% | 2.39% | 0.65%(d) | 2.00%(e) | |||
Ratios and Supplemental Data:
|
|||||||
Net assets, end of period (in
000s)
|
$687,541 | $249,906 | $83,842 | $80,044 | |||
Ratios to average net assets:
|
|||||||
Total expenses
|
0.06% | 0.14% | 0.17% | 0.25%(f) | |||
Net expenses
|
0.03% | 0.01% | 0.03% | 0.04%(f) | |||
Net investment income
(loss)
|
2.31% | 2.24% | 2.00% | 1.52%(f) | |||
Portfolio turnover rate
|
99% | 194% | 62%(g) | 16%(g)(h) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | If the Adviser had not made a voluntary contribution during the year ended 12/31/15, the total return would have decreased by less than 0.005%. |
(e) | If the Adviser had not made a voluntary contribution during the period ended 12/31/14, the total return would have decreased by less than 0.005%. |
(f) | Annualized. |
(g) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
(h) | Not annualized. |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
Year
Ended 12/31/15 |
For
the
Period 9/17/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 8.73 | $ 8.45 | $ 9.17 | $ 10.00 | |||
Income (loss) from investment operations:
|
|||||||
Net investment income (loss)
(a)
|
0.26 | 0.22 | 0.25 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.12 | 0.20 | (0.79) | (0.82) | |||
Total from investment operations
|
2.38 | 0.42 | (0.54) | (0.77) | |||
Voluntary contribution from Adviser
|
— | — | 0.00(b) | 0.00(b) | |||
Distributions to shareholders from:
|
|||||||
Net investment income
|
(0.25) | (0.14) | (0.18) | (0.06) | |||
Net realized gains
|
(0.05) | — | — | — | |||
Total distributions
|
(0.30) | (0.14) | (0.18) | (0.06) | |||
Net asset value, end of period
|
$ 10.81 | $ 8.73 | $ 8.45 | $ 9.17 | |||
Total return
(c)
|
27.20% | 5.06% | (5.84)%(d) | (7.72)%(e) | |||
Ratios and Supplemental Data:
|
|||||||
Net assets, end of period (in
000s)
|
$1,655,261 | $552,700 | $117,461 | $49,460 | |||
Ratios to average net assets:
|
|||||||
Total expenses
|
0.06% | 0.23% | 0.48% | 0.73%(f) | |||
Net expenses
|
0.06% | 0.08% | 0.08% | 0.31%(f) | |||
Net investment income
(loss)
|
2.59% | 2.51% | 2.73% | 1.77%(f) | |||
Portfolio turnover rate
|
2% | 8% | 3% | 0%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | If the Adviser had not made a voluntary contribution during the year ended 12/31/15, the total return would have decreased by less than 0.005%. |
(e) | If the Adviser had not made a voluntary contribution during the period ended 12/31/14, the total return would have decreased by less than 0.005%. |
(f) | Annualized. |
(g) | Not annualized. |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
For
the
Period 8/12/15* - 12/31/15 |
|||
Net asset value, beginning of period
|
$ 10.65 | $ 9.30 | $ 10.00 | ||
Income (loss) from investment operations:
|
|||||
Net investment income (loss)
(a)
|
0.17 | 0.15 | 0.06 | ||
Net realized and unrealized gain
(loss)
|
1.76 | 1.38 | (0.69) | ||
Total from investment operations
|
1.93 | 1.53 | (0.63) | ||
Distributions to shareholders from:
|
|||||
Net investment income
|
(0.15) | (0.09) | (0.06) | ||
Net realized gains
|
(0.33) | (0.09) | (0.01) | ||
Total distributions
|
(0.48) | (0.18) | (0.07) | ||
Net asset value, end of period
|
$ 12.10 | $ 10.65 | $ 9.30 | ||
Total return
(b)
|
18.20% | 16.46% | 6.30% | ||
Ratios and Supplemental Data:
|
|||||
Net assets, end of period (in
000s)
|
$464,870 | $142,269 | $28,151 | ||
Ratios to average net assets:
|
|||||
Total expenses
|
0.07% | 0.22% | 0.41%(c) | ||
Net expenses
|
0.03% | 0.03% | 0.03%(c) | ||
Net investment income
(loss)
|
1.46% | 1.55% | 1.61%(c) | ||
Portfolio turnover rate
|
21% | 21% | 8%(d) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
SSITCFSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.42% | 0.42% | 0.22% | ||
Acquired Fund Fees and Expenses | 0.15% | 0.15% | 0.15% | ||
Total Annual Fund Operating Expenses | 0.87% | 0.62% | 0.42% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.29)% | (0.29)% | (0.29)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $687 | $883 | $1,449 | |||
Class I | $ 34 | $169 | $317 | $ 747 | |||
Class K | $ 13 | $105 | $206 | $ 502 |
Underlying Funds |
Target
Retirement 2015 Fund |
|
State Street Equity 500 Index II Portfolio | 19.713% | |
State Street Small/Mid Cap Equity Index Portfolio | 3.187% | |
State Street Global Equity ex-U.S. Index Portfolio | 12.100% | |
State Street Aggregate Bond Index Portfolio | 22.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 21.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 7.000% | |
SPDR Dow Jones Global Real Estate ETF | 5.000% | |
SPDR Portfolio Long Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Treasury ETF | 8.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 2.000% |
State Street Target Retirement 2015 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 5.03% | 3.28% | ||||
Return After Taxes on Distributions | 4.13% | 2.46% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 3.02% | 2.20% | ||||
Class I | 10.39% | 5.04% | 9/30/2014 | |||
Class K | 10.39% | 5.06% | 9/30/2014 | |||
State Street Target Retirement 2015 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 10.35% | 5.34% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.30% | 0.30% | 0.10% | ||
Acquired Fund Fees and Expenses | 0.11% | 0.11% | 0.11% | ||
Total Annual Fund Operating Expenses | 0.71% | 0.46% | 0.26% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.13)% | (0.13)% | (0.13)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $654 | $815 | $1,281 | |||
Class I | $ 34 | $134 | $245 | $ 567 | |||
Class K | $ 13 | $ 70 | $133 | $ 318 |
Underlying Funds |
Target
Retirement 2020 Fund |
|
State Street Equity 500 Index II Portfolio | 25.487% | |
State Street Small/Mid Cap Equity Index Portfolio | 5.413% | |
State Street Global Equity ex-U.S. Index Portfolio | 17.600% | |
State Street Aggregate Bond Index Portfolio | 25.000% | |
SPDR Bloomberg Barclays TIPS ETF | 3.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 11.500% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 6.000% | |
SPDR Dow Jones Global Real Estate ETF | 4.000% | |
SPDR Portfolio Long Term Treasury ETF | 2.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2020 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 8.04% | 4.54% | ||||
Return After Taxes on Distributions | 7.16% | 3.86% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 4.82% | 3.27% | ||||
Class I | 13.38% | 6.26% | 9/30/2014 | |||
Class K | 13.38% | 6.28% | 9/30/2014 | |||
State Street Target Retirement 2020 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 13.54% | 6.57% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.30% | 0.30% | 0.10% | ||
Acquired Fund Fees and Expenses | 0.09% | 0.09% | 0.09% | ||
Total Annual Fund Operating Expenses | 0.69% | 0.44% | 0.24% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.11)% | (0.11)% | (0.11)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $650 | $806 | $1,260 | |||
Class I | $ 34 | $130 | $235 | $ 544 | |||
Class K | $ 13 | $ 66 | $124 | $ 295 |
Underlying Funds |
Target
Retirement 2025 Fund |
|
State Street Equity 500 Index II Portfolio | 31.720% | |
State Street Small/Mid Cap Equity Index Portfolio | 7.930% | |
State Street Global Equity ex-U.S. Index Portfolio | 23.850% | |
State Street Aggregate Bond Index Portfolio | 15.000% | |
SPDR Bloomberg Barclays TIPS ETF | 7.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 6.000% | |
SPDR Dow Jones Global Real Estate ETF | 1.500% | |
SPDR Portfolio Long Term Treasury ETF | 7.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2025 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 10.98% | 5.58% | ||||
Return After Taxes on Distributions | 10.19% | 4.94% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 6.49% | 4.11% | ||||
Class I | 16.54% | 7.35% | 9/30/2014 | |||
Class K | 16.52% | 7.40% | 9/30/2014 | |||
State Street Target Retirement 2025 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 16.74% | 7.71% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.30% | 0.30% | 0.10% | ||
Acquired Fund Fees and Expenses | 0.07% | 0.07% | 0.07% | ||
Total Annual Fund Operating Expenses | 0.67% | 0.42% | 0.22% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.09)% | (0.09)% | (0.09)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $646 | $798 | $1,239 | |||
Class I | $ 34 | $126 | $226 | $ 521 | |||
Class K | $ 13 | $ 62 | $115 | $ 271 |
Underlying Funds |
Target
Retirement 2030 Fund |
|
State Street Equity 500 Index II Portfolio | 34.705% | |
State Street Small/Mid Cap Equity Index Portfolio | 10.195% | |
State Street Global Equity ex-U.S. Index Portfolio | 27.600% | |
State Street Aggregate Bond Index Portfolio | 12.500% | |
SPDR Bloomberg Barclays TIPS ETF | 2.100% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 2.900% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2030 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 12.63% | 6.22% | ||||
Return After Taxes on Distributions | 11.93% | 5.63% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 7.46% | 4.64% | ||||
Class I | 18.27% | 7.95% | 9/30/2014 | |||
Class K | 18.35% | 8.02% | 9/30/2014 | |||
State Street Target Retirement 2030 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 18.47% | 8.24% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.32% | 0.32% | 0.12% | ||
Acquired Fund Fees and Expenses | 0.05% | 0.05% | 0.05% | ||
Total Annual Fund Operating Expenses | 0.67% | 0.42% | 0.22% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.09)% | (0.09)% | (0.09)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $646 | $798 | $1,239 | |||
Class I | $ 34 | $126 | $226 | $ 521 | |||
Class K | $ 13 | $ 62 | $115 | $ 271 |
Underlying Funds |
Target
Retirement 2035 Fund |
|
State Street Equity 500 Index II Portfolio | 37.023% | |
State Street Small/Mid Cap Equity Index Portfolio | 12.377% | |
State Street Global Equity ex-U.S. Index Portfolio | 30.600% | |
State Street Aggregate Bond Index Portfolio | 10.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2035 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 13.99% | 6.67% | ||||
Return After Taxes on Distributions | 13.31% | 6.12% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 8.26% | 5.02% | ||||
Class I | 19.56% | 8.41% | 9/30/2014 | |||
Class K | 19.73% | 8.50% | 9/30/2014 | |||
State Street Target Retirement 2035 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 19.83% | 8.67% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.32% | 0.32% | 0.12% | ||
Acquired Fund Fees and Expenses | 0.06% | 0.06% | 0.06% | ||
Total Annual Fund Operating Expenses | 0.68% | 0.43% | 0.23% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.10)% | (0.10)% | (0.10)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $648 | $802 | $1,249 | |||
Class I | $ 34 | $128 | $231 | $ 532 | |||
Class K | $ 13 | $ 64 | $119 | $ 283 |
Underlying Funds |
Target
Retirement 2040 Fund |
|
State Street Equity 500 Index II Portfolio | 37.719% | |
State Street Small/Mid Cap Equity Index Portfolio | 14.681% | |
State Street Global Equity ex-U.S. Index Portfolio | 32.600% | |
State Street Aggregate Bond Index Portfolio | 5.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2040 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 14.88% | 6.94% | ||||
Return After Taxes on Distributions | 14.22% | 6.36% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 8.76% | 5.22% | ||||
Class I | 20.59% | 8.73% | 9/30/2014 | |||
Class K | 20.69% | 8.77% | 9/30/2014 | |||
State Street Target Retirement 2040 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 20.81% | 9.00% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.36% | 0.36% | 0.16% | ||
Acquired Fund Fees and Expenses | 0.06% | 0.06% | 0.06% | ||
Total Annual Fund Operating Expenses | 0.72% | 0.47% | 0.27% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.14)% | (0.14)% | (0.14)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $656 | $819 | $1,292 | |||
Class I | $ 34 | $137 | $249 | $ 578 | |||
Class K | $ 13 | $ 73 | $138 | $ 329 |
Underlying Funds |
Target
Retirement 2045 Fund |
|
State Street Equity 500 Index II Portfolio | 38.321% | |
State Street Small/Mid Cap Equity Index Portfolio | 17.079% | |
State Street Global Equity ex-U.S. Index Portfolio | 34.600% | |
State Street Aggregate Bond Index Portfolio | 0.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2045 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 15.68% | 7.22% | ||||
Return After Taxes on Distributions | 15.00% | 6.55% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 9.24% | 5.39% | ||||
Class I | 21.45% | 9.01% | 9/30/2014 | |||
Class K | 21.45% | 9.03% | 9/30/2014 | |||
State Street Target Retirement 2045 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.67% | 9.30% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.40% | 0.40% | 0.20% | ||
Acquired Fund Fees and Expenses | 0.06% | 0.06% | 0.06% | ||
Total Annual Fund Operating Expenses | 0.76% | 0.51% | 0.31% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.18)% | (0.18)% | (0.18)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $665 | $836 | $1,334 | |||
Class I | $ 34 | $145 | $267 | $ 623 | |||
Class K | $ 13 | $ 81 | $156 | $ 375 |
Underlying Funds |
Target
Retirement 2050 Fund |
|
State Street Equity 500 Index II Portfolio | 38.321% | |
State Street Small/Mid Cap Equity Index Portfolio | 17.079% | |
State Street Global Equity ex-U.S. Index Portfolio | 34.600% | |
State Street Aggregate Bond Index Portfolio | 0.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2050 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 15.71% | 7.16% | ||||
Return After Taxes on Distributions | 15.01% | 6.49% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 9.27% | 5.35% | ||||
Class I | 21.30% | 8.91% | 9/30/2014 | |||
Class K | 21.42% | 8.92% | 9/30/2014 | |||
State Street Target Retirement 2050 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.67% | 9.30% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.67% | 0.67% | 0.47% | ||
Acquired Fund Fees and Expenses | 0.06% | 0.06% | 0.06% | ||
Total Annual Fund Operating Expenses | 1.03% | 0.78% | 0.58% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.45)% | (0.45)% | (0.45)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $720 | $951 | $1,614 | |||
Class I | $ 34 | $204 | $389 | $ 924 | |||
Class K | $ 13 | $140 | $279 | $ 683 |
Underlying Funds |
Target
Retirement 2055 Fund |
|
State Street Equity 500 Index II Portfolio | 38.321% | |
State Street Small/Mid Cap Equity Index Portfolio | 17.079% | |
State Street Global Equity ex-U.S. Index Portfolio | 34.600% | |
State Street Aggregate Bond Index Portfolio | 0.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2055 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 15.71% | 7.15% | ||||
Return After Taxes on Distributions | 15.01% | 6.46% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 9.27% | 5.33% | ||||
Class I | 21.60% | 8.97% | 9/30/2014 | |||
Class K | 21.53% | 8.93% | 9/30/2014 | |||
State Street Target Retirement 2055 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.67% | 9.30% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 3.23% | 3.23% | 3.03% | ||
Acquired Fund Fees and Expenses | 0.06% | 0.06% | 0.06% | ||
Total Annual Fund Operating Expenses | 3.59% | 3.34% | 3.14% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (3.01)% | (3.01)% | (3.01)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $1,233 | $1,979 | $3,941 | |||
Class I | $ 34 | $ 745 | $1,479 | $3,425 | |||
Class K | $ 13 | $ 684 | $1,380 | $3,237 |
Underlying Funds |
Target
Retirement 2060 Fund |
|
State Street Equity 500 Index II Portfolio | 38.321% | |
State Street Small/Mid Cap Equity Index Portfolio | 17.079% | |
State Street Global Equity ex-U.S. Index Portfolio | 34.600% | |
State Street Aggregate Bond Index Portfolio | 0.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | |
SPDR Dow Jones Global Real Estate ETF | 0.000% | |
SPDR Portfolio Long Term Treasury ETF | 10.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
State Street Target Retirement 2060 Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 15.74% | 7.12% | ||||
Return After Taxes on Distributions | 14.90% | 6.12% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 9.35% | 5.17% | ||||
Class I | 21.45% | 8.89% | 9/30/2014 | |||
Class K | 21.57% | 8.91% | 9/30/2014 | |||
State Street Target Retirement 2060 Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.67% | 9.30% | ||||
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.13% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.50% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.05% | 0.05% | 0.05% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 0.51% | 0.51% | 0.31% | ||
Acquired Fund Fees and Expenses | 0.15% | 0.15% | 0.15% | ||
Total Annual Fund Operating Expenses | 0.96% | 0.71% | 0.51% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.38)% | (0.38)% | (0.38)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.58% | 0.33% | 0.13% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
3 | The Fund's investment adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $507 | $706 | $921 | $1,542 | |||
Class I | $ 34 | $189 | $357 | $ 847 | |||
Class K | $ 13 | $125 | $247 | $ 604 |
Underlying Funds |
Target
Retirement Fund |
|
State Street Equity 500 Index II Portfolio | 16.745% | |
State Street Small/Mid Cap Equity Index Portfolio | 3.155% | |
State Street Global Equity ex-U.S. Index Portfolio | 10.100% | |
State Street Aggregate Bond Index Portfolio | 20.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 18.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 7.000% | |
SPDR Dow Jones Global Real Estate ETF | 5.000% | |
SPDR Portfolio Long Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Treasury ETF | 16.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 4.000% |
State Street Target Retirement Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class A | 9/30/2014 | |||||
Return Before Taxes | 3.73% | 2.67% | ||||
Return After Taxes on Distributions | 2.89% | 1.99% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.36% | 1.80% | ||||
Class I | 8.92% | 4.39% | 9/30/2014 | |||
Class K | 8.83% | 4.35% | 9/30/2014 | |||
State Street Target Retirement Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 8.77% | 4.68% | ||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 3.54% | 2.62% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Underlying Funds | Retirement | 2015 | 2020 | 2025 | 2030 | 2035 | ||||||
State Street Equity 500 Index II Portfolio | 16.745% | 19.713% | 25.487% | 31.720% | 34.705% | 37.023% | ||||||
State Street Small/Mid Cap Equity Index Portfolio | 3.155% | 3.187% | 5.413% | 7.930% | 10.195% | 12.377% | ||||||
State Street Global Equity ex-U.S. Index Portfolio | 10.100% | 12.100% | 17.600% | 23.850% | 27.600% | 30.600% | ||||||
State Street Aggregate Bond Index Portfolio | 20.000% | 22.000% | 25.000% | 15.000% | 12.500% | 10.000% | ||||||
SPDR Bloomberg Barclays TIPS ETF | 0.000% | 0.000% | 3.000% | 7.000% | 2.100% | 0.000% | ||||||
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 18.000% | 21.000% | 11.500% | 0.000% | 0.000% | 0.000% | ||||||
SPDR Bloomberg Barclays High Yield Bond ETF | 7.000% | 7.000% | 6.000% | 6.000% | 2.900% | 0.000% | ||||||
SPDR Dow Jones Global Real Estate ETF | 5.000% | 5.000% | 4.000% | 1.500% | 0.000% | 0.000% | ||||||
SPDR Portfolio Long Term Treasury ETF | 0.000% | 0.000% | 2.000% | 7.000% | 10.000% | 10.000% | ||||||
SPDR Portfolio Short Term Treasury ETF | 16.000% | 8.000% | 0.000% | 0.000% | 0.000% | 0.000% | ||||||
SPDR Portfolio Short Term Corporate Bond ETF | 4.000% | 2.000% | 0.000% | 0.000% | 0.000% | 0.000% |
Underlying Funds | 2040 | 2045 | 2050 | 2055 | 2060 | |||||
State Street Equity 500 Index II Portfolio | 37.719% | 38.321% | 38.321% | 38.321% | 38.321% | |||||
State Street Small/Mid Cap Equity Index Portfolio | 14.681% | 17.079% | 17.079% | 17.079% | 17.079% | |||||
State Street Global Equity ex-U.S. Index Portfolio | 32.600% | 34.600% | 34.600% | 34.600% | 34.600% | |||||
State Street Aggregate Bond Index Portfolio | 5.000% | 0.000% | 0.000% | 0.000% | 0.000% | |||||
SPDR Bloomberg Barclays TIPS ETF | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | |||||
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | |||||
SPDR Bloomberg Barclays High Yield Bond ETF | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | |||||
SPDR Dow Jones Global Real Estate ETF | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | |||||
SPDR Portfolio Long Term Treasury ETF | 10.000% | 10.000% | 10.000% | 10.000% | 10.000% | |||||
SPDR Portfolio Short Term Treasury ETF | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | |||||
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% |
Target Retirement 2015 Fund | 0.05% |
Target Retirement 2020 Fund | 0.05% |
Target Retirement 2025 Fund | 0.05% |
Target Retirement 2030 Fund | 0.05% |
Target Retirement 2035 Fund | 0.05% |
Target Retirement 2040 Fund | 0.05% |
Target Retirement 2045 Fund | 0.05% |
Target Retirement 2050 Fund | 0.05% |
Target Retirement 2055 Fund | 0.05% |
Target Retirement 2060 Fund | 0.05% |
Target Retirement Fund | 0.05% |
1 | Class A advanced commission for purchases over $1 million: |
1.00% | First $3 million |
Plus 0.50% | Next $12 million |
Plus 0.25% | Over $15 million |
2 | If you purchase $1,000,000 or more of Class A shares of a Fund you will not be assessed a sales charge at the time of purchase. SSGA FD pays broker-dealers advanced commissions that are calculated on a year-by-year basis based on the amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advanced commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase. You may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds if you redeem your shares within 18 months after purchase. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
1. | Acquired through the reinvestment of dividends and capital gain distributions. |
2. | Acquired in exchange for shares of another Class A State Street Fund that were previously assessed a sales charge. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. |
3. | Bought in State Street Funds that do not offer Class N (no load) shares 1 by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986 (the “Code”)) of: |
• | The State Street Funds |
• | State Street Corporation and its subsidiaries and affiliates |
4. | Bought by employees of: |
• | DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) and its subsidiaries and affiliates. |
• | Financial Intermediaries of financial institutions that have entered into selling agreements with the Funds or SSGA FD and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund Shares). This waiver includes the employees' immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Code). |
1 | State Street Funds that offer Class N Shares include: SSGA Dynamic Small Cap Fund (SVSCX), State Street Disciplined Emerging Markets Equity Fund (SSEMX), SSGA International Stock Selection Fund (SSAIX) and SSGA S&P 500 Index Fund (SVSPX). |
5. | Bought by: |
• | Authorized retirement plans serviced or sponsored by a Financial Intermediary, provided that such Financial Intermediary has entered into an agreement with SSGA FD or with the Fund with respect to such purchases at NAV. |
• | Investors who are directly rolling over or transferring shares from an established State Street Fund or State Street qualified retirement plan. Rolling over or transferring shares involves the transferring of shares (in-kind); there is no cash movement associated with the transaction. |
• | Clients of Financial Intermediaries that (i) charge an ongoing fee for advisory, management, consulting or similar services, or (ii) have entered into an agreement with SSGA FD to offer Class A shares through a no-load network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. |
• | Insurance company separate accounts. |
• | Tuition Programs that qualify under Section 529 of the Code. |
6. | Bought with proceeds from the sale of Class A shares of a State Street Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Please refer to Class A Account Reinstatement Privileges below. |
7. | Bought in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you sell the Fund Shares you received in connection with the plan of reorganization. |
1. | If you participate in the Automatic Withdrawal Plan (AWP). Redemptions made on a regular periodic basis ( e.g . monthly) will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 10% annually of the current market value of the account balance. Redemptions made as part of a required minimum distribution are also included in calculating amounts eligible for this waiver. For information on the Automatic Withdrawal Plan, please see Service Options. |
2. | If you are a registered participant or beneficial owner of an account and you die or become disabled (as defined in Section 72(m)(7) of the Code). This waiver is only available for accounts open prior to the shareholder's or beneficiary's death or disability, and the redemption must be made within one year of such event. Subsequent purchases into such account are not eligible for the CDSC |
waiver. In order to qualify for this waiver, SSGA FD must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | Redemptions that represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70 1/2. If you maintain more than one IRA, only the assets credited to the IRA that is invested in one or more of the State Street Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
4. | A distribution from a qualified retirement plan by reason of the participant's retirement. |
5. | Redemptions that are involuntary and result from a failure to maintain the required minimum balance in an account. |
6. | Exchanges in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund Shares you receive in connection with the plan of reorganization. |
7. | Exchanges for shares of the same class of another State Street Fund. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares. For purposes of the CDSC, shares will continue to age from the date of the original purchase of the Fund Shares. |
8. | Redemption of shares purchased through employer sponsored retirement plans and deferred compensation plans. The CDSC, however, will not be waived if the plan redeems all of the shares that it owns on behalf of participants prior to the applicable CDSC period, as defined above. |
9. | Redemptions as part of annual IRA custodial fees. |
10. | Acquired through the reinvestment of dividends and capital gains distributions. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing shares on behalf of their clients in: |
• | discretionary and non-discretionary advisory programs; |
• | fund supermarkets; |
• | asset allocation programs; |
• | other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund Shares or for otherwise participating in the program; or |
• | certain other investment programs that do not charge an asset-based fee; |
2. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
3. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | Certain retirement and deferred compensation programs established by State Street Corporation or its affiliates for their employees or the Funds' Trustees; |
6. | Current or retired Directors or Trustees of the State Street Funds, officers and employees of SSGA, and any of its subsidiaries, such persons' spouses, and children under the age of 21, and trust accounts for which any of such person is a beneficiary; |
7. | Investments made in connection with certain mergers and/or reorganizations as approved by the Adviser; |
8. | The reinvestment of dividends from Class I shares in additional Class I shares of a Fund; and |
9. | Qualified recordkeepers with a distribution and/or fund servicing agreement maintained with SSGA FD. |
1. | Qualified recordkeepers with an applicable agreement maintained with SSGA FD; |
2. | Defined benefit plans, defined contribution plans, endowments and foundations with greater than $10,000,000 in a qualified tax-exempt plan; |
3. | Employers with greater than $10,000,000 in the aggregate between qualified and non-qualified plans that they sponsor; and |
4. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.09 | $ 9.72 | $10.03 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.16 | 0.17 | 0.17 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
0.85 | 0.41 | (0.27) | 0.03 | |||
Total from investment operations
|
1.01 | 0.58 | (0.10) | 0.08 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.16) | (0.14) | (0.16) | (0.05) | |||
Net realized gains
|
(0.10) | (0.07) | (0.05) | (0.00)(b) | |||
Total distributions
|
(0.26) | (0.21) | (0.21) | (0.05) | |||
Net asset value, end of period
|
$ 10.84 | $ 10.09 | $ 9.72 | $ 10.03 | |||
Total return
(c)
|
10.02% | 5.92% | (1.00)% | 0.81% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 101 | $ 608 | $ 585 | $ 585 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.52% | 0.83% | 5.32% | 15.05%(e) | |||
Net expenses
(d)
|
0.19% | 0.25% | 0.27% | 0.62%(e) | |||
Net investment income
(loss)
|
1.47% | 1.73% | 1.65% | 2.06%(e) | |||
Portfolio turnover rate
|
34% | 49% | 55% | 39%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.09 | $ 9.72 | $10.03 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.19 | 0.19 | 0.23 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
0.86 | 0.41 | (0.31) | 0.03 | |||
Total from investment operations
|
1.05 | 0.60 | (0.08) | 0.09 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.19) | (0.16) | (0.18) | (0.06) | |||
Net realized gains
|
(0.10) | (0.07) | (0.05) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.23) | (0.23) | (0.06) | |||
Net asset value, end of period
|
$ 10.85 | $ 10.09 | $ 9.72 | $ 10.03 | |||
Total return
(c)
|
10.39% | 6.19% | (0.75)% | 0.87% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 189 | $ 819 | $1,030 | $ 585 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.27% | 0.58% | 5.07% | 14.80%(e) | |||
Net expenses
(d)
|
(0.05)%(f) | 0.01% | 0.02% | 0.37%(e) | |||
Net investment income
(loss)
|
1.79% | 1.85% | 2.32% | 2.31%(e) | |||
Portfolio turnover rate
|
34% | 49% | 55% | 39%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Due to the Fund waiving acquired Fund fees for the period ended December 31, 2017, the waiver exceeded total fund expenses. |
(g) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.09 | $ 9.72 | $10.03 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.29 | 0.28 | 0.22 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
0.76 | 0.32 | (0.30) | 0.03 | |||
Total from investment operations
|
1.05 | 0.60 | (0.08) | 0.09 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.19) | (0.16) | (0.18) | (0.06) | |||
Net realized gains
|
(0.10) | (0.07) | (0.05) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.23) | (0.23) | (0.06) | |||
Net asset value, end of period
|
$ 10.85 | $ 10.09 | $ 9.72 | $ 10.03 | |||
Total return
(c)
|
10.39% | 6.19% | (0.74)% | 0.92% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$246,006 | $71,486 | $3,707 | $1,740 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.26% | 0.58% | 5.07% | 18.68%(e) | |||
Net expenses
(d)
|
(0.02)%(f) | (0.01)%(f) | 0.02% | 0.17%(e) | |||
Net investment income
(loss)
|
2.71% | 2.72% | 2.19% | 2.50%(e) | |||
Portfolio turnover rate
|
34% | 49% | 55% | 39%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Due to the Fund waiving acquired Fund fees for the period ended December 31, 2017, the waiver exceeded total fund expenses. |
(g) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.29 | $ 9.76 | $10.14 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.22 | 0.19 | 0.24 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
1.12 | 0.50 | (0.41) | 0.12 | |||
Total from investment operations
|
1.34 | 0.69 | (0.17) | 0.17 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.15) | (0.20) | (0.03) | |||
Net realized gains
|
(0.08) | (0.01) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.28) | (0.16) | (0.21) | (0.03) | |||
Net asset value, end of period
|
$ 11.35 | $ 10.29 | $ 9.76 | $ 10.14 | |||
Total return
(c)
|
13.08% | 7.07% | (1.71)% | 1.66% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 140 | $ 166 | $ 125 | $ 845 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.40% | 0.49% | 0.80% | 9.36%(e) | |||
Net expenses
(d)
|
0.26% | 0.26% | 0.26% | 0.62%(e) | |||
Net investment income
(loss)
|
2.01% | 1.92% | 2.30% | 2.32%(e) | |||
Portfolio turnover rate
|
18% | 28% | 39% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.27 | $ 9.75 | $10.14 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.25 | 0.16 | 0.33 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.13 | 0.54 | (0.49) | 0.11 | |||
Total from investment operations
|
1.38 | 0.70 | (0.16) | 0.17 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.17) | (0.22) | (0.03) | |||
Net realized gains
|
(0.08) | (0.01) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.31) | (0.18) | (0.23) | (0.03) | |||
Net asset value, end of period
|
$ 11.34 | $ 10.27 | $ 9.75 | $ 10.14 | |||
Total return
(c)
|
13.38% | 7.34% | (1.56)% | 1.72% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 680 | $ 797 | $1,811 | $ 845 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.15% | 0.30% | 0.55% | 9.11%(e) | |||
Net expenses
(d)
|
0.01% | 0.07% | 0.01% | 0.37%(e) | |||
Net investment income
(loss)
|
2.29% | 1.54% | 3.28% | 2.57%(e) | |||
Portfolio turnover rate
|
18% | 28% | 39% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.28 | $ 9.74 | $ 10.13 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.29 | 0.27 | 0.23 | 0.04 | |||
Net realized and unrealized gain
(loss)
|
1.08 | 0.45 | (0.39) | 0.13 | |||
Total from investment operations
|
1.37 | 0.72 | (0.16) | 0.17 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.17) | (0.22) | (0.04) | |||
Net realized gains
|
(0.08) | (0.01) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.31) | (0.18) | (0.23) | (0.04) | |||
Net asset value, end of period
|
$ 11.34 | $ 10.28 | $ 9.74 | $ 10.13 | |||
Total return
(c)
|
13.38% | 7.45% | (1.57)% | 1.67% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$775,643 | $235,727 | $52,303 | $6,399 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.15% | 0.24% | 0.55% | 11.13%(e) | |||
Net expenses
(d)
|
0.02% | 0.01% | 0.01% | 0.17%(e) | |||
Net investment income
(loss)
|
2.67% | 2.60% | 2.29% | 1.62%(e) | |||
Portfolio turnover rate
|
18% | 28% | 39% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.33 | $ 9.74 | $10.16 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.19 | 0.17 | 0.23 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.49 | 0.59 | (0.44) | 0.13 | |||
Total from investment operations
|
1.68 | 0.76 | (0.21) | 0.19 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.14) | (0.18) | (0.03) | |||
Net realized gains
|
(0.07) | (0.03) | (0.03) | (0.00)(b) | |||
Total distributions
|
(0.27) | (0.17) | (0.21) | (0.03) | |||
Net asset value, end of period
|
$ 11.74 | $ 10.33 | $ 9.74 | $ 10.16 | |||
Total return
(c)
|
16.25% | 7.74% | (2.11)% | 1.93% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 115 | $ 169 | $ 159 | $ 677 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.40% | 0.53% | 1.56% | 10.90%(e) | |||
Net expenses
(d)
|
0.28% | 0.29% | 0.28% | 0.62%(e) | |||
Net investment income
(loss)
|
1.67% | 1.65% | 2.27% | 2.38%(e) | |||
Portfolio turnover rate
|
10% | 21% | 51% | 13%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.33 | $ 9.74 | $10.16 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.26 | 0.15 | 0.37 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.45 | 0.63 | (0.56) | 0.14 | |||
Total from investment operations
|
1.71 | 0.78 | (0.19) | 0.20 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.16) | (0.20) | (0.04) | |||
Net realized gains
|
(0.07) | (0.03) | (0.03) | (0.00)(b) | |||
Total distributions
|
(0.30) | (0.19) | (0.23) | (0.04) | |||
Net asset value, end of period
|
$ 11.74 | $ 10.33 | $ 9.74 | $ 10.16 | |||
Total return
(c)
|
16.54% | 8.01% | (1.87)% | 1.99% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$2,232 | $2,110 | $3,293 | $ 677 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.15% | 0.33% | 1.31% | 10.65%(e) | |||
Net expenses
(d)
|
0.03% | 0.08% | 0.03% | 0.37%(e) | |||
Net investment income
(loss)
|
2.36% | 1.53% | 3.71% | 5.10%(e) | |||
Portfolio turnover rate
|
10% | 21% | 51% | 13%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.34 | $ 9.75 | $ 10.16 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.30 | 0.29 | 0.29 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
1.41 | 0.49 | (0.47) | 0.15 | |||
Total from investment operations
|
1.71 | 0.78 | (0.18) | 0.20 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.16) | (0.20) | (0.04) | |||
Net realized gains
|
(0.07) | (0.03) | (0.03) | (0.00)(b) | |||
Total distributions
|
(0.30) | (0.19) | (0.23) | (0.04) | |||
Net asset value, end of period
|
$ 11.75 | $ 10.34 | $ 9.75 | $ 10.16 | |||
Total return
(c)
|
16.52% | 8.00% | (1.77)% | 2.04% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$830,080 | $206,696 | $21,815 | $5,597 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.15% | 0.28% | 1.31% | 11.75%(e) | |||
Net expenses
(d)
|
0.04% | 0.04% | 0.03% | 0.17%(e) | |||
Net investment income
(loss)
|
2.63% | 2.81% | 2.86% | 2.19%(e) | |||
Portfolio turnover rate
|
10% | 21% | 51% | 13%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.39 | $ 9.76 | $10.15 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.15 | 0.15 | 0.23 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
1.71 | 0.64 | (0.44) | 0.16 | |||
Total from investment operations
|
1.86 | 0.79 | (0.21) | 0.21 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.14) | (0.18) | (0.06) | |||
Net realized gains
|
(0.05) | (0.02) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.25) | (0.16) | (0.18) | (0.06) | |||
Net asset value, end of period
|
$ 12.00 | $ 10.39 | $ 9.76 | $ 10.15 | |||
Total return
(c)
|
17.94% | 8.04% | (2.07)% | 2.12% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 107 | $ 169 | $ 159 | $ 676 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.40% | 0.51% | 0.84% | 12.85%(e) | |||
Net expenses
(d)
|
0.31% | 0.29% | 0.28% | 0.62%(e) | |||
Net investment income
(loss)
|
1.37% | 1.47% | 2.21% | 2.05%(e) | |||
Portfolio turnover rate
|
7% | 18% | 33% | 18%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.37 | $ 9.76 | $10.15 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.25 | 0.14 | 0.35 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.64 | 0.65 | (0.54) | 0.16 | |||
Total from investment operations
|
1.89 | 0.79 | (0.19) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.16) | (0.20) | (0.07) | |||
Net realized gains
|
(0.05) | (0.02) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.28) | (0.18) | (0.20) | (0.07) | |||
Net asset value, end of period
|
$ 11.98 | $ 10.37 | $ 9.76 | $ 10.15 | |||
Total return
(c)
|
18.27% | 8.10% | (1.83)% | 2.18% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$1,716 | $1,522 | $2,066 | $ 676 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.15% | 0.30% | 0.59% | 12.59%(e) | |||
Net expenses
(d)
|
0.06% | 0.08% | 0.03% | 0.37%(e) | |||
Net investment income
(loss)
|
2.25% | 1.39% | 3.52% | 2.30%(e) | |||
Portfolio turnover rate
|
7% | 18% | 33% | 18%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.38 | $ 9.76 | $ 10.15 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.28 | 0.25 | 0.25 | 0.07 | |||
Net realized and unrealized gain
(loss)
|
1.62 | 0.55 | (0.44) | 0.15 | |||
Total from investment operations
|
1.90 | 0.80 | (0.19) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.16) | (0.20) | (0.07) | |||
Net realized gains
|
(0.05) | (0.02) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.28) | (0.18) | (0.20) | (0.07) | |||
Net asset value, end of period
|
$ 12.00 | $ 10.38 | $ 9.76 | $ 10.15 | |||
Total return
(c)
|
18.35% | 8.20% | (1.83)% | 2.23% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$778,969 | $225,549 | $48,114 | $3,243 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.15% | 0.26% | 0.59% | 14.05%(e) | |||
Net expenses
(d)
|
0.06% | 0.05% | 0.03% | 0.17%(e) | |||
Net investment income
(loss)
|
2.46% | 2.48% | 2.42% | 2.64%(e) | |||
Portfolio turnover rate
|
7% | 18% | 33% | 18%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.44 | $ 9.78 | $10.17 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.06 | 0.15 | 0.17 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.96 | 0.67 | (0.39) | 0.15 | |||
Total from investment operations
|
2.02 | 0.82 | (0.22) | 0.21 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.19) | (0.13) | (0.15) | (0.04) | |||
Net realized gains
|
(0.07) | (0.03) | (0.02) | (0.00)(b) | |||
Total distributions
|
(0.26) | (0.16) | (0.17) | (0.04) | |||
Net asset value, end of period
|
$ 12.20 | $ 10.44 | $ 9.78 | $ 10.17 | |||
Total return
(c)
|
19.34% | 8.33% | (2.15)% | 2.13% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 127 | $ 606 | $ 489 | $ 508 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.42% | 0.58% | 2.08% | 17.04%(e) | |||
Net expenses
(d)
|
0.31% | 0.30% | 0.28% | 0.62%(e) | |||
Net investment income
(loss)
|
0.51% | 1.48% | 1.65% | 2.53%(e) | |||
Portfolio turnover rate
|
6% | 18% | 38% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.43 | $ 9.77 | $10.17 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.13 | 0.11 | 0.31 | 0.07 | |||
Net realized and unrealized gain
(loss)
|
1.91 | 0.74 | (0.51) | 0.15 | |||
Total from investment operations
|
2.04 | 0.85 | (0.20) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.22) | (0.16) | (0.18) | (0.05) | |||
Net realized gains
|
(0.07) | (0.03) | (0.02) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.19) | (0.20) | (0.05) | |||
Net asset value, end of period
|
$ 12.18 | $ 10.43 | $ 9.77 | $ 10.17 | |||
Total return
(c)
|
19.56% | 8.61% | (2.00)% | 2.20% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 371 | $ 840 | $1,416 | $ 508 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.17% | 0.36% | 1.83% | 16.79%(e) | |||
Net expenses
(d)
|
0.07% | 0.09% | 0.03% | 0.37%(e) | |||
Net investment income
(loss)
|
1.10% | 1.08% | 3.07% | 2.78%(e) | |||
Portfolio turnover rate
|
6% | 18% | 38% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.44 | $ 9.78 | $ 10.17 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.27 | 0.27 | 0.32 | 0.03 | |||
Net realized and unrealized gain
(loss)
|
1.79 | 0.58 | (0.51) | 0.20 | |||
Total from investment operations
|
2.06 | 0.85 | (0.19) | 0.23 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.22) | (0.16) | (0.18) | (0.06) | |||
Net realized gains
|
(0.07) | (0.03) | (0.02) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.19) | (0.20) | (0.06) | |||
Net asset value, end of period
|
$ 12.21 | $ 10.44 | $ 9.78 | $ 10.17 | |||
Total return
(c)
|
19.73% | 8.60% | (1.90)% | 2.25% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$584,717 | $165,008 | $17,223 | $3,208 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.17% | 0.33% | 1.83% | 17.89%(e) | |||
Net expenses
(d)
|
0.08% | 0.06% | 0.03% | 0.17%(e) | |||
Net investment income
(loss)
|
2.34% | 2.64% | 3.12% | 1.28%(e) | |||
Portfolio turnover rate
|
6% | 18% | 38% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.40 | $ 9.71 | $10.13 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.12 | 0.13 | 0.21 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.99 | 0.72 | (0.47) | 0.16 | |||
Total from investment operations
|
2.11 | 0.85 | (0.26) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.13) | (0.16) | (0.09) | |||
Net realized gains
|
(0.05) | (0.03) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.25) | (0.16) | (0.16) | (0.09) | |||
Net asset value, end of period
|
$ 12.26 | $ 10.40 | $ 9.71 | $ 10.13 | |||
Total return
(c)
|
20.29% | 8.73% | (2.53)% | 2.17% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 109 | $ 153 | $ 141 | $ 506 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.42% | 0.57% | 1.04% | 18.29%(e) | |||
Net expenses
(d)
|
0.32% | 0.29% | 0.27% | 0.62%(e) | |||
Net investment income
(loss)
|
1.07% | 1.34% | 2.07% | 2.28%(e) | |||
Portfolio turnover rate
|
6% | 16% | 38% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.39 | $ 9.71 | $10.13 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.24 | 0.09 | 0.40 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.91 | 0.78 | (0.63) | 0.16 | |||
Total from investment operations
|
2.15 | 0.87 | (0.23) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.16) | (0.19) | (0.09) | |||
Net realized gains
|
(0.05) | (0.03) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.28) | (0.19) | (0.19) | (0.09) | |||
Net asset value, end of period
|
$ 12.26 | $ 10.39 | $ 9.71 | $ 10.13 | |||
Total return
(c)
|
20.59% | 9.00% | (2.28)% | 2.23% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 912 | $ 708 | $1,501 | $ 506 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.17% | 0.38% | 0.79% | 18.04%(e) | |||
Net expenses
(d)
|
0.07% | 0.10% | 0.02% | 0.37%(e) | |||
Net investment income
(loss)
|
2.14% | 0.86% | 4.02% | 2.53%(e) | |||
Portfolio turnover rate
|
6% | 16% | 38% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.40 | $ 9.72 | $ 10.13 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.26 | 0.24 | 0.25 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
1.89 | 0.63 | (0.47) | 0.18 | |||
Total from investment operations
|
2.15 | 0.87 | (0.22) | 0.23 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.16) | (0.19) | (0.10) | |||
Net realized gains
|
(0.05) | (0.03) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.28) | (0.19) | (0.19) | (0.10) | |||
Net asset value, end of period
|
$ 12.27 | $ 10.40 | $ 9.72 | $ 10.13 | |||
Total return
(c)
|
20.69% | 8.89% | (2.18)% | 2.28% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$458,132 | $143,526 | $35,359 | $1,512 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.17% | 0.32% | 0.79% | 20.53%(e) | |||
Net expenses
(d)
|
0.07% | 0.05% | 0.02% | 0.17%(e) | |||
Net investment income
(loss)
|
2.30% | 2.31% | 2.47% | 1.90%(e) | |||
Portfolio turnover rate
|
6% | 16% | 38% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.36 | $ 9.64 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.07 | 0.14 | 0.17 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.12 | 0.73 | (0.43) | 0.17 | |||
Total from investment operations
|
2.19 | 0.87 | (0.26) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.21) | (0.13) | (0.15) | (0.16) | |||
Net realized gains
|
(0.05) | (0.02) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.26) | (0.15) | (0.16) | (0.16) | |||
Net asset value, end of period
|
$ 12.29 | $ 10.36 | $ 9.64 | $ 10.06 | |||
Total return
(c)
|
21.15% | 9.04% | (2.64)% | 2.14% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 141 | $ 375 | $ 321 | $ 335 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.46% | 0.82% | 3.50% | 30.47%(e) | |||
Net expenses
(d)
|
0.31% | 0.29% | 0.26% | 0.62%(e) | |||
Net investment income
(loss)
|
0.62% | 1.41% | 1.63% | 2.07%(e) | |||
Portfolio turnover rate
|
5% | 17% | 35% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.36 | $ 9.64 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.20 | 0.15 | 0.30 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
2.02 | 0.75 | (0.54) | 0.16 | |||
Total from investment operations
|
2.22 | 0.90 | (0.24) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.24) | (0.16) | (0.17) | (0.16) | |||
Net realized gains
|
(0.05) | (0.02) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.18) | (0.18) | (0.16) | |||
Net asset value, end of period
|
$ 12.29 | $ 10.36 | $ 9.64 | $ 10.06 | |||
Total return
(c)
|
21.45% | 9.31% | (2.40)% | 2.20% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 762 | $ 853 | $ 782 | $ 335 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.21% | 0.59% | 3.25% | 30.22%(e) | |||
Net expenses
(d)
|
0.06% | 0.06% | 0.01% | 0.37%(e) | |||
Net investment income
(loss)
|
1.73% | 1.46% | 2.97% | 2.32%(e) | |||
Portfolio turnover rate
|
5% | 17% | 35% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.36 | $ 9.63 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.28 | 0.27 | 0.30 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.94 | 0.64 | (0.55) | 0.17 | |||
Total from investment operations
|
2.22 | 0.91 | (0.25) | 0.23 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.24) | (0.16) | (0.17) | (0.17) | |||
Net realized gains
|
(0.05) | (0.02) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.18) | (0.18) | (0.17) | |||
Net asset value, end of period
|
$ 12.29 | $ 10.36 | $ 9.63 | $ 10.06 | |||
Total return
(c)
|
21.45% | 9.31% | (2.40)% | 2.25% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$300,444 | $76,304 | $8,374 | $ 335 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.21% | 0.57% | 3.25% | 30.02%(e) | |||
Net expenses
(d)
|
0.07% | 0.05% | 0.01% | 0.17%(e) | |||
Net investment income
(loss)
|
2.39% | 2.62% | 2.99% | 2.53%(e) | |||
Portfolio turnover rate
|
5% | 17% | 35% | 5%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.34 | $ 9.62 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.10 | 0.13 | 0.16 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.09 | 0.74 | (0.45) | 0.16 | |||
Total from investment operations
|
2.19 | 0.87 | (0.29) | 0.21 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.22) | (0.13) | (0.15) | (0.15) | |||
Net realized gains
|
(0.05) | (0.02) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.27) | (0.15) | (0.15) | (0.15) | |||
Net asset value, end of period
|
$ 12.26 | $ 10.34 | $ 9.62 | $ 10.06 | |||
Total return
(c)
|
21.19% | 9.07% | (2.85)% | 2.13% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 109 | $ 180 | $ 160 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.50% | 1.15% | 4.90% | 59.96%(e) | |||
Net expenses
(d)
|
0.31% | 0.29% | 0.27% | 0.62%(e) | |||
Net investment income
(loss)
|
0.86% | 1.35% | 1.61% | 2.03%(e) | |||
Portfolio turnover rate
|
5% | 16% | 35% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.33 | $ 9.62 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.15 | 0.08 | 0.43 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
2.06 | 0.80 | (0.69) | 0.16 | |||
Total from investment operations
|
2.21 | 0.88 | (0.26) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.25) | (0.15) | (0.18) | (0.16) | |||
Net realized gains
|
(0.05) | (0.02) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.30) | (0.17) | (0.18) | (0.16) | |||
Net asset value, end of period
|
$ 12.24 | $ 10.33 | $ 9.62 | $ 10.06 | |||
Total return
(c)
|
21.30% | 9.34% | (2.61)% | 2.20% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 240 | $ 366 | $ 795 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.25% | 0.97% | 4.65% | 59.71%(e) | |||
Net expenses
(d)
|
0.06% | 0.12% | 0.02% | 0.37%(e) | |||
Net investment income
(loss)
|
1.34% | 0.76% | 4.40% | 2.28%(e) | |||
Portfolio turnover rate
|
5% | 16% | 35% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.33 | $ 9.61 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.27 | 0.26 | 0.28 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.94 | 0.63 | (0.55) | 0.16 | |||
Total from investment operations
|
2.21 | 0.89 | (0.27) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.25) | (0.15) | (0.18) | (0.16) | |||
Net realized gains
|
(0.05) | (0.02) | (0.00)(b) | (0.00)(b) | |||
Total distributions
|
(0.30) | (0.17) | (0.18) | (0.16) | |||
Net asset value, end of period
|
$ 12.24 | $ 10.33 | $ 9.61 | $ 10.06 | |||
Total return
(c)
|
21.42% | 9.35% | (2.71)% | 2.25% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$212,217 | $48,016 | $5,736 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.25% | 0.90% | 4.65% | 59.52%(e) | |||
Net expenses
(d)
|
0.07% | 0.05% | 0.02% | 0.17%(e) | |||
Net investment income
(loss)
|
2.37% | 2.61% | 2.82% | 2.48%(e) | |||
Portfolio turnover rate
|
5% | 16% | 35% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.32 | $ 9.60 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.12 | 0.13 | 0.16 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.07 | 0.74 | (0.45) | 0.16 | |||
Total from investment operations
|
2.19 | 0.87 | (0.29) | 0.21 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.21) | (0.13) | (0.16) | (0.15) | |||
Net realized gains
|
(0.05) | (0.02) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.26) | (0.15) | (0.17) | (0.15) | |||
Net asset value, end of period
|
$ 12.25 | $ 10.32 | $ 9.60 | $ 10.06 | |||
Total return
(c)
|
21.20% | 9.06% | (2.90)% | 2.13% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 102 | $ 172 | $ 160 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.77% | 2.34% | 7.94% | 59.87%(e) | |||
Net expenses
(d)
|
0.31% | 0.29% | 0.27% | 0.62%(e) | |||
Net investment income
(loss)
|
1.04% | 1.30% | 1.62% | 2.03%(e) | |||
Portfolio turnover rate
|
7% | 14% | 40% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.32 | $ 9.60 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.11 | 0.16 | 0.22 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
2.11 | 0.73 | (0.49) | 0.16 | |||
Total from investment operations
|
2.22 | 0.89 | (0.27) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.24) | (0.15) | (0.18) | (0.16) | |||
Net realized gains
|
(0.05) | (0.02) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.17) | (0.19) | (0.16) | |||
Net asset value, end of period
|
$ 12.25 | $ 10.32 | $ 9.60 | $ 10.06 | |||
Total return
(c)
|
21.60% | 9.33% | (2.65)% | 2.20% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 105 | $ 271 | $ 222 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.52% | 2.09% | 7.69% | 59.62%(e) | |||
Net expenses
(d)
|
0.06% | 0.04% | 0.02% | 0.37%(e) | |||
Net investment income
(loss)
|
0.95% | 1.58% | 2.20% | 2.28%(e) | |||
Portfolio turnover rate
|
7% | 14% | 40% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.31 | $ 9.59 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.31 | 0.26 | 0.27 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.90 | 0.63 | (0.55) | 0.16 | |||
Total from investment operations
|
2.21 | 0.89 | (0.28) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.24) | (0.15) | (0.18) | (0.16) | |||
Net realized gains
|
(0.05) | (0.02) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.17) | (0.19) | (0.16) | |||
Net asset value, end of period
|
$ 12.23 | $ 10.31 | $ 9.59 | $ 10.06 | |||
Total return
(c)
|
21.53% | 9.34% | (2.75)% | 2.25% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$81,529 | $18,718 | $3,043 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.51% | 2.09% | 7.69% | 59.42%(e) | |||
Net expenses
(d)
|
0.07% | 0.05% | 0.02% | 0.17%(e) | |||
Net investment income
(loss)
|
2.67% | 2.61% | 2.64% | 2.48%(e) | |||
Portfolio turnover rate
|
7% | 14% | 40% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.09 | $ 9.50 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.10 | 0.13 | 0.17 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
2.04 | 0.71 | (0.45) | 0.16 | |||
Total from investment operations
|
2.14 | 0.84 | (0.28) | 0.21 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.12) | (0.17) | (0.15) | |||
Net realized gains
|
(0.11) | (0.13) | (0.11) | (0.00)(b) | |||
Total distributions
|
(0.31) | (0.25) | (0.28) | (0.15) | |||
Net asset value, end of period
|
$ 11.92 | $ 10.09 | $ 9.50 | $ 10.06 | |||
Total return
(c)
|
21.24% | 8.81% | (2.78)% | 2.12% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 100 | $ 168 | $ 158 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
3.39% | 11.61% | 30.01% | 59.73%(e) | |||
Net expenses
(d)
|
0.31% | 0.30% | 0.27% | 0.62%(e) | |||
Net investment income
(loss)
|
0.91% | 1.30% | 1.68% | 2.04%(e) | |||
Portfolio turnover rate
|
18% | 55% | 73% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.09 | $ 9.50 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.15 | 0.15 | 0.20 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
2.01 | 0.71 | (0.46) | 0.16 | |||
Total from investment operations
|
2.16 | 0.86 | (0.26) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.14) | (0.19) | (0.16) | |||
Net realized gains
|
(0.11) | (0.13) | (0.11) | (0.00)(b) | |||
Total distributions
|
(0.34) | (0.27) | (0.30) | (0.16) | |||
Net asset value, end of period
|
$ 11.91 | $ 10.09 | $ 9.50 | $ 10.06 | |||
Total return
(c)
|
21.45% | 9.09% | (2.53)% | 2.18% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 103 | $ 170 | $ 162 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
3.13% | 11.36% | 29.76% | 59.48%(e) | |||
Net expenses
(d)
|
0.06% | 0.05% | 0.02% | 0.37%(e) | |||
Net investment income
(loss)
|
1.31% | 1.51% | 1.96% | 2.29%(e) | |||
Portfolio turnover rate
|
18% | 55% | 73% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.08 | $ 9.49 | $10.06 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.33 | 0.29 | 0.19 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
1.84 | 0.57 | (0.45) | 0.16 | |||
Total from investment operations
|
2.17 | 0.86 | (0.26) | 0.22 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.23) | (0.14) | (0.20) | (0.16) | |||
Net realized gains
|
(0.11) | (0.13) | (0.11) | (0.00)(b) | |||
Total distributions
|
(0.34) | (0.27) | (0.31) | (0.16) | |||
Net asset value, end of period
|
$ 11.91 | $ 10.08 | $ 9.49 | $ 10.06 | |||
Total return
(c)
|
21.57% | 8.98% | (2.53)% | 2.24% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$12,141 | $3,344 | $ 269 | $ 168 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
3.07% | 11.36% | 29.76% | 59.28%(e) | |||
Net expenses
(d)
|
0.07% | 0.06% | 0.02% | 0.17%(e) | |||
Net investment income
(loss)
|
2.94% | 2.91% | 1.88% | 2.49%(e) | |||
Portfolio turnover rate
|
18% | 55% | 73% | 7%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class A | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.12 | $ 9.79 | $10.03 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.16 | 0.17 | 0.15 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
0.71 | 0.32 | (0.21) | 0.01 | |||
Total from investment operations
|
0.87 | 0.49 | (0.06) | 0.06 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.17) | (0.15) | (0.17) | (0.03) | |||
Net realized gains
|
(0.09) | (0.01) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.26) | (0.16) | (0.18) | (0.03) | |||
Net asset value, end of period
|
$ 10.73 | $ 10.12 | $ 9.79 | $ 10.03 | |||
Total return
(c)
|
8.65% | 5.01% | (0.64)% | 0.64% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 100 | $ 422 | $ 408 | $ 418 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.61% | 0.91% | 1.40% | 21.65%(e) | |||
Net expenses
(d)
|
0.20% | 0.22% | 0.26% | 0.62%(e) | |||
Net investment income
(loss)
|
1.54% | 1.68% | 1.48% | 1.82%(e) | |||
Portfolio turnover rate
|
25% | 37% | 31% | 8%(f) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Not annualized. |
Class I | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$10.12 | $ 9.79 | $10.03 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.19 | 0.19 | 0.19 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
0.71 | 0.32 | (0.23) | 0.02 | |||
Total from investment operations
|
0.90 | 0.51 | (0.04) | 0.07 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.17) | (0.19) | (0.04) | |||
Net realized gains
|
(0.09) | (0.01) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.18) | (0.20) | (0.04) | |||
Net asset value, end of period
|
$ 10.73 | $ 10.12 | $ 9.79 | $ 10.03 | |||
Total return
(c)
|
8.92% | 5.27% | (0.39)% | 0.70% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$ 139 | $ 612 | $ 653 | $ 418 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.36% | 0.66% | 1.15% | 21.40%(e) | |||
Net expenses
(d)
|
(0.05)%(f) | (0.03)%(f) | 0.01% | 0.37%(e) | |||
Net investment income
(loss)
|
1.78% | 1.89% | 1.94% | 2.07%(e) | |||
Portfolio turnover rate
|
25% | 37% | 31% | 8%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Due to the Fund waiving acquired fund fees for the period ended December 31, 2017, the waiver exceed the total fund expenses. |
(g) | Not annualized. |
Class K | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 9/30/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 10.12 | $ 9.78 | $ 10.03 | $10.00 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income (loss)
(a)
|
0.28 | 0.23 | 0.20 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
0.60 | 0.29 | (0.25) | 0.02 | |||
Total from investment operations
|
0.88 | 0.52 | (0.05) | 0.08 | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.20) | (0.17) | (0.19) | (0.05) | |||
Net realized gains
|
(0.09) | (0.01) | (0.01) | (0.00)(b) | |||
Total distributions
|
(0.29) | (0.18) | (0.20) | (0.05) | |||
Net asset value, end of period
|
$ 10.71 | $ 10.12 | $ 9.78 | $ 10.03 | |||
Total return
(c)
|
8.83% | 5.28% | (0.49)% | 0.75% | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$135,420 | $55,499 | $22,265 | $1,558 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
(d)
|
0.36% | 0.66% | 1.15% | 25.06%(e) | |||
Net expenses
(d)
|
(0.02)%(f) | (0.04)%(f) | 0.01% | 0.17%(e) | |||
Net investment income
(loss)
|
2.61% | 2.23% | 1.99% | 2.59%(e) | |||
Portfolio turnover rate
|
25% | 37% | 31% | 8%(g) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Annualized. |
(f) | Due to the Fund waiving acquired fund fees for the period ended December 31, 2017, the waiver exceed the total fund expenses. |
(g) | Not annualized. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITTDSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.08% |
1 year | 3 years | 5 years | 10 years | |||
$8 | $26 | $45 | $103 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
State Street Institutional U.S. Government Money Market Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class G | 0.83% | 0.35% | 10/6/2014 |
Class G | |
To establish an account | $1,000,000,000 |
To add to an existing account | None |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
By Mail: |
An
initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Fund and the Fund's agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
Class G(a) | |||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
For
the
Period 10/5/14* - 12/31/14 |
||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Income (loss) from investment
operations:
|
|||||||
Net investment income
(loss)
|
0.0082 | 0.0029 | 0.0002(b) | 0.0000(b)(c) | |||
Net realized gain
(loss)
|
0.0001 | 0.0000(c) | 0.0000(c) | 0.0000(c) | |||
Total from investment operations
|
0.0083 | 0.0029 | 0.0002 | 0.0000(c) | |||
Distributions to shareholders
from:
|
|||||||
Net investment income
|
(0.0083) | (0.0029) | (0.0002) | (0.0000)(c) | |||
Net realized gains
|
(0.0000)(c) | — | — | — | |||
Total distributions
|
(0.0083) | (0.0029) | (0.0002) | (0.0000)(c) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(d)
|
0.83% | 0.29% | 0.02% | 0.00%(e) | |||
Ratios and Supplemental
Data:
|
|||||||
Net assets, end of period (in
000s)
|
$4,349,842 | $581,991 | $732,938 | $872,335 | |||
Ratios to Average Net
Assets:
|
|||||||
Total expenses
|
0.08% | 0.08% | 0.08% | 0.09%(f) | |||
Net expenses
|
0.08% | 0.08% | 0.08% | 0.08%(f) | |||
Net investment income
(loss)
|
0.95% | 0.29% | 0.02% | 0.00%(e)(f) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(c) | Amount is less than $0.00005 per share. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
(f) | Annualized. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITCLGSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Institutional | Administration | Investment | Investor | Premier | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None | None | None | None |
Institutional | Administration | Investment | Investor | Premier | |||||
Management Fee | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | ||||
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.05% | 0.10% | 0.00% | 0.00% | ||||
Other Expenses 1 | 0.39% | 0.56% | 0.61% | 0.44% | 0.36% | ||||
Total Annual Fund Operating Expenses | 0.49% | 0.71% | 0.81% | 0.54% | 0.46% | ||||
Less Fee Waivers and/or Expense Reimbursements 2 | (0.29)% | (0.29)% | (0.29)% | (0.29)% | (0.29)% | ||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.20% | 0.42% | 0.52% | 0.25% | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.12% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | ||
Institutional | $20 | $128 | |
Administration | $43 | $198 |
1 year | 3 years | ||
Investment | $53 | $230 | |
Investor | $26 | $144 | |
Premier | $17 | $118 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investor Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Premier Class | |
To establish an account | $250,000,000 |
To add to an existing account | No minimum |
Institutional | Administration | Investment | Investor | Premier | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None | None | None | None |
Institutional | Administration | Investment | Investor | Premier | |||||
Management Fee | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | ||||
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.05% | 0.10% | 0.00% | 0.00% | ||||
Other Expenses 1 | 1.17% | 1.34% | 1.39% | 1.22% | 1.14% | ||||
Total Annual Fund Operating Expenses | 1.27% | 1.49% | 1.59% | 1.32% | 1.24% | ||||
Less Fee Waivers and/or Expense Reimbursements 2 | (1.07)% | (1.07)% | (1.07)% | (1.07)% | (1.07)% | ||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.20% | 0.42% | 0.52% | 0.25% | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.12% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | ||
Institutional | $20 | $297 | |
Administration | $43 | $366 | |
Investment | $53 | $397 | |
Investor | $26 | $312 |
1 year | 3 years | ||
Premier | $17 | $287 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investor Class | |
To establish an account | $10,000,000 |
To add to an existing account | No minimum |
Premier Class | |
To establish an account | $250,000,000 |
To add to an existing account | No minimum |
Institutional | Investment | ||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None | None |
Institutional | Investment | ||
Management Fee | 0.25% | 0.25% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.10% | |
Other Expenses 1 | 1.00% | 1.22% | |
Total Annual Fund Operating Expenses | 1.25% | 1.57% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.87)% | (0.87)% | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.38% | 0.70% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.30% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | ||
Institutional | $39 | $310 | |
Investment | $72 | $410 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Institutional Class | Administration Class | Investment Class | Investor Class | Premier Class | |
Minimum Initial Investment | $25,000,000 | $1,000 | $25,000,000 | $10,000,000 | $250,000,000 |
Maximum Investment | None. | None. | None. | None. | None. |
Initial Sales Charge | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. |
Deferred (CDSC) Sales Charge | No. | No. | No. | No. | No. |
Distribution and/or Service (12b-1) Fees | No. | 0.05% annual fee. | 0.10% annual fee. | No. | No. |
Redemption Fees | No. | No. | No. | No. | No. |
By Mail: |
An
initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Funds and the Funds' agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITCASHSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses 1 | 0.09% |
Total Annual Fund Operating Expenses | 0.09% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | |
$9 | $29 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses 1 | 0.27% |
Total Annual Fund Operating Expenses | 0.27% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | |
$28 | $87 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | N/A |
Distribution and/or Shareholder Service (12b-1) Fees | N/A |
Other Expenses 1 | 0.27% |
Total Annual Fund Operating Expenses | 0.27% |
1 | Other expenses are based on estimates for the current fiscal year. |
1 year | 3 years | |
$28 | $87 |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (800) 997-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Corporation
Attention: Transfer Agent Box 5493 Mail Code: OHD0100 North Quincy, MA 02171 |
State
Street Corporation
Attention: Transfer Agent Box 5493 Mail Code: OHD0100 North Quincy, MA 02171 |
SSITPORTSTATPRO2 | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee 2 | 0.14% | 0.14% | 0.14% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 3 | 0.41% | 0.41% | 0.21% | ||
Total Annual Fund Operating Expenses | 0.80% | 0.55% | 0.35% | ||
Less Fee Waivers and/or Expense Reimbursements 4 | (0.15)% | (0.15)% | (0.15)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.65% | 0.40% | 0.20% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 to waive the portion of the Fund's management fee attributable to the Fund's assets invested in State Street International Developed Equity Index Portfolio, a separate series of State Street Master Funds (the “Portfolio”). This arrangement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
3 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
4 | The Adviser is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees other than the fees of the Portfolio, and any class-specific expenses, such as distribution, shareholder servicing, administration, and sub-transfer agency fees) exceed 0.15% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $588 | $754 | $933 | $1,452 | |||
Class I | $ 41 | $162 | $294 | $ 678 | |||
Class K | $ 21 | $ 98 | $183 | $ 431 |
State Street Hedged International Developed Equity Index Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 5/29/2015 | |||||
Return Before Taxes | 16.85% | 4.82% | ||||
Return After Taxes on Distributions | 16.01% | 3.96% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 10.24% | 3.57% | ||||
MSCI EAFE 100% Hedged to USD Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 16.84% | 5.29% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee 2 | 0.11% | 0.11% | 0.11% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 3 | 0.95% | 0.95% | 0.75% | ||
Total Annual Fund Operating Expenses | 1.31% | 1.06% | 0.86% | ||
Less Fee Waivers and/or Expense Reimbursements 4 | (0.72)% | (0.72)% | (0.72)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.59% | 0.34% | 0.14% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 to waive the portion of the Fund's management fee attributable to the Fund's assets invested in State Street International Developed Equity Index Portfolio, a separate series of State Street Master Funds (the “Portfolio”). This arrangement may not be terminated prior to April 30, 2019 except with the approval of the Fund's Board of Trustees. |
3 | Other expenses are based on estimates for the current fiscal year. |
4 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.09% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | ||
Class A | $582 | $851 | |
Class I | $ 35 | $265 | |
Class K | $ 14 | $202 |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
State Street Hedged International Developed Equity Index Fund | 0.14% |
State Street International Developed Equity Index Fund | 0.11% |
Class A | Class I | Class K | |
Deferred (CDSC) Sales Charge | No, except for purchases of $1,000,000 or more that are redeemed within 18 months after purchase. | No. | No. |
Distribution and Service (Rule 12b-1) Fees | 0.25% annual fee. | No. | No. |
Redemption Fees | No. | No. | No. |
1 | Class A advanced commission for purchases over $1 million: |
1.00% | First $3 million |
Plus 0.50% | Next $12 million |
Plus 0.25% | Over $15 million |
2 | If you purchase $1,000,000 or more of Class A shares of a Fund, you will not be assessed a sales charge at the time of purchase. SSGA FD pays broker-dealers advanced commissions that are calculated on a year-by-year basis based on the amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advanced commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase. You may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds if you redeem your shares within 18 months after purchase. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
1. | Acquired through the reinvestment of dividends and capital gain distributions. |
2. | Acquired in exchange for shares of another Class A State Street Fund that were previously assessed a sales charge. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. |
3. | Bought in State Street Funds that do not offer Class N (no load) shares 1 by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986 (the “Code”)) of: |
• | The State Street Funds |
• | State Street Corporation and its subsidiaries and affiliates |
4. | Bought by employees of: |
• | DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) and its subsidiaries and affiliates. |
• | Financial Intermediaries of financial institutions that have entered into selling agreements with the Funds or SSGA FD and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund Shares). This waiver includes the employees' immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Code). |
5. | Bought by: |
• | Authorized retirement plans serviced or sponsored by a Financial Intermediary, provided that such Financial Intermediary has entered into an agreement with SSGA FD or with the Fund with respect to such purchases at NAV. |
• | Investors who are directly rolling over or transferring shares from an established State Street Fund or State Street qualified retirement plan. Rolling over or transferring shares involves the transferring of shares (in-kind); there is no cash movement associated with the transaction. |
• | Clients of Financial Intermediaries that (i) charge an ongoing fee for advisory, management, consulting or similar services, or (ii) have entered into an agreement with SSGA FD to offer Class A shares through a no-load network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. |
• | Insurance company separate accounts. |
• | Tuition Programs that qualify under Section 529 of the Code. |
6. | Bought with proceeds from the sale of Class A shares of a State Street Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Please refer to Class A Account Reinstatement Privileges below. |
7. | Bought in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you sell the Fund Shares you received in connection with the plan of reorganization. |
1 | State Street Funds that offer Class N Shares include: SSGA Dynamic Small Cap Fund (SVSCX), State Street Disciplined Emerging Markets Equity Fund (SSEMX), SSGA International Stock Selection Fund (SSAIX) and SSGA S&P 500 Index Fund (SVSPX). |
1. | If you participate in the Automatic Withdrawal Plan (AWP). Redemptions made on a regular periodic basis ( e.g . monthly) will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 10% annually of the current market value of the account balance. Redemptions made as part of a required minimum distribution are also included in calculating amounts eligible for this waiver. For information on the Automatic Withdrawal Plan, please see Service Options. |
2. | If you are a registered participant or beneficial owner of an account and you die or become disabled (as defined in Section 72(m)(7) of the Code). This waiver is only available for accounts open prior to the shareholder's or beneficiary's death or disability, and the redemption must be made within one year of such event. Subsequent purchases into such account are not eligible for the CDSC waiver. In order to qualify for this waiver, SSGA FD must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | Redemptions that represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70 1/2. If you maintain more than one IRA, only the assets credited to the IRA that is invested in one or more of the State Street Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
4. | A distribution from a qualified retirement plan by reason of the participant's retirement. |
5. | Redemptions that are involuntary and result from a failure to maintain the required minimum balance in an account. |
6. | Exchanges in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund Shares you receive in connection with the plan of reorganization. |
7. | Exchanges for shares of the same class of another State Street Fund. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares. For purposes of the CDSC, shares will continue to age from the date of the original purchase of the Fund Shares. |
8. | Redemption of shares purchased through employer sponsored retirement plans and deferred compensation plans. The CDSC, however, will not be waived if the plan redeems all of the shares that it owns on behalf of participants prior to the applicable CDSC period, as defined above. |
9. | Redemptions as part of annual IRA custodial fees. |
10. | Acquired through the reinvestment of dividends and capital gains distributions. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing shares on behalf of their clients in: |
• | discretionary and non-discretionary advisory programs; |
• | fund supermarkets; |
• | asset allocation programs; |
• | other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund Shares or for otherwise participating in the program; or |
• | certain other investment programs that do not charge an asset-based fee; |
2. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
3. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | Certain retirement and deferred compensation programs established by State Street Corporation or its affiliates for their employees or the Funds' Trustees; |
6. | Current or retired Directors or Trustees of the State Street Funds, officers and employees of SSGA, and any of its subsidiaries, such persons' spouses, and children under the age of 21, and trust accounts for which any of such person is a beneficiary; |
7. | Investments made in connection with certain mergers and/or reorganizations as approved by the Adviser; |
8. | The reinvestment of dividends from Class I shares in additional Class I shares of a Fund; and |
9. | Qualified recordkeepers with a distribution and/or fund servicing agreement maintained with SSGA FD. |
1. | Qualified recordkeepers with an applicable agreement maintained with SSGA FD; |
2. | Defined benefit plans, defined contribution plans, endowments and foundations with greater than $10,000,000 in a qualified tax-exempt plan; |
3. | Employers with greater than $10,000,000 in the aggregate between qualified and non-qualified plans that they sponsor; and |
4. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class K | |||||
Year
Ended
12/31/17 |
Year
Ended(a)
12/31/16 |
For
the
Period 5/29/15* - 12/31/15 |
|||
Net asset value, beginning of period
|
$ 9.18 | $ 9.00 | $ 10.00 | ||
Income (loss) from investment
operations:
|
|||||
Net investment income (loss)
(b)
|
0.27 | 0.24 | 0.09 | ||
Net realized and unrealized gain
(loss)
|
1.27 | 0.34 | (1.00) | ||
Total from investment operations
|
1.54 | 0.58 | (0.91) | ||
Distributions to shareholders
from:
|
|||||
Net investment income
|
— | (0.20) | (0.06) | ||
Net realized gains
|
(0.32) | (0.20) | (0.03) | ||
Total distributions
|
(0.32) | (0.40) | (0.09) | ||
Net asset value, end of period
|
$ 10.40 | $ 9.18 | $ 9.00 | ||
Total return
(c)
|
16.85% | 6.27% | (9.01)% | ||
Ratios and Supplemental
Data:
|
|||||
Net assets, end of period (in
000s)
|
$2,894,400 | $2,113,394 | $958,544 | ||
Ratios to Average Net
Assets:
|
|||||
Total expenses
|
0.35% | 0.34% | 0.38%(d) | ||
Net expenses
|
0.20% | 0.20% | 0.20%(d) | ||
Net investment income
(loss)
|
2.69% | 2.79% | 1.60%(d) | ||
Portfolio turnover rate
(e)
|
4% | 1% | 1%(f) |
* | Commencement of operations. |
(a) | Prior to April 29, 2016, the per share amounts and ratios included the Fund's standalone performance. Effective April 29, 2016, the per share amounts and ratios include the Fund's proportionate share of the income and expenses of the Portfolio. |
(b) | Net investment income per share is calculated using the average shares method. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
(e) | Portfolio turnover rate is from the corresponding Portfolio. |
(f) | Not annualized. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITSTATPRO2 | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.65% | 0.65% | 0.65% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 4.31% | 4.31% | 4.11% | ||
Total Annual Fund Operating Expenses | 5.21% | 4.96% | 4.76% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (4.11)% | (4.11)% | (4.11)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.10% | 0.85% | 0.65% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses are based on estimates for the current fiscal year for Class A and Class K shares and have been restated to reflect current fees for Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.65% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $631 | $1,655 | $2,674 | $5,204 | |||
Class I | $ 87 | $1,120 | $2,155 | $4,744 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $66 | $1,062 | $2,063 | $4,585 |
State Street Disciplined U.S. Equity Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class I | 2/18/2016 | |||||
Return Before Taxes | 20.22% | 18.39% | ||||
Return After Taxes on Distributions | 18.07% | 16.78% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.55% | 13.86% | ||||
Russell 1000 Index (reflects no deduction for fees, expenses or taxes) | 21.69% | 22.34% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 3.92% | 3.92% | 3.72% | ||
Total Annual Fund Operating Expenses | 4.92% | 4.67% | 4.47% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (3.72)% | (3.72)% | (3.72)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.20% | 0.95% | 0.75% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses are based on estimates for the current fiscal year for Class A and Class K shares and have been restated to reflect current fees for Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.75% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $1,609 | $2,580 | $5,012 | |||
Class I | $ 97 | $1,072 | $2,053 | $4,536 | |||
Class K | $ 77 | $1,014 | $1,960 | $4,372 |
State Street Disciplined Global Equity Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class I | 2/18/2016 | |||||
Return Before Taxes | 21.26% | 16.56% | ||||
Return After Taxes on Distributions | 20.14% | 15.32% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.68% | 12.46% | ||||
MSCI World Index (reflects no deduction for fees, expenses or taxes) | 22.40% | 20.42% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 5.28% | 5.28% | 5.08% | ||
Total Annual Fund Operating Expenses | 6.28% | 6.03% | 5.83% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (4.98)% | (4.98)% | (4.98)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.30% | 1.05% | 0.85% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other Expenses are based on estimates for the current fiscal year for Class A and Class K shares and have been restated to reflect current fees for Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.85% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $650 | $1,869 | $3,056 | $5,894 | |||
Class I | $107 | $1,348 | $2,563 | $5,494 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $87 | $1,291 | $2,476 | $5,352 |
State Street Disciplined International Equity Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class I | 2/18/2016 | |||||
Return Before Taxes | 25.19% | 14.79% | ||||
Return After Taxes on Distributions | 24.03% | 13.74% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.36% | 11.40% | ||||
MSCI EAFE Net Dividend Index (reflects no deduction for fees, expenses or taxes) | 25.03% | 18.78% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Disciplined U.S. Equity Fund | 0.65% |
Disciplined Global Equity Fund | 0.75% |
Disciplined International Equity Fund | 0.75% |
Portfolio Managers | Fund | |
Anna Mitelman Lester and Chee Ooi | Disciplined U.S. Equity Fund | |
Adel Daghmouri and Chee Ooi | Disciplined Global Equity Fund |
Portfolio Managers | Fund | |
Adel Daghmouri and Chee Ooi | Disciplined International Equity Fund |
Class A | Class I | Class K | |
Redemption Fees | No. | No. | No. |
1 | Class A advanced commission for purchases over $1 million: |
1.00% | First $3 million |
Plus 0.50% | Next $12 million |
Plus 0.25% | Over $15 million |
2 | If you purchase $1,000,000 or more of Class A shares of a Fund, you will not be assessed a sales charge at the time of purchase. SSGA FD pays broker-dealers advanced commissions that are calculated on a year-by-year basis based on the amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advanced commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase. You may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds if you redeem your shares within 18 months after purchase. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
1. | Acquired through the reinvestment of dividends and capital gain distributions. |
2. | Acquired in exchange for shares of another Class A State Street Fund that were previously assessed a sales charge. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. |
3. | Bought in State Street Funds that do not offer Class N (no load) shares 1 by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986 (the “Code”)) of: |
• | The State Street Funds |
• | State Street Corporation and its subsidiaries and affiliates |
4. | Bought by employees of: |
• | DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) and its subsidiaries and affiliates. |
• | Financial Intermediaries of financial institutions that have entered into selling agreements with the Funds or SSGA FD and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund Shares). This waiver includes the employees' immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Code). |
5. | Bought by: |
• | Authorized retirement plans serviced or sponsored by a Financial Intermediary, provided that such Financial Intermediary has entered into an agreement with SSGA FD or with the Fund with respect to such purchases at NAV. |
• | Investors who are directly rolling over or transferring shares from an established State Street Fund or State Street qualified retirement plan. Rolling over or transferring shares involves the transferring of shares (in-kind); there is no cash movement associated with the transaction. |
• | Clients of Financial Intermediaries that (i) charge an ongoing fee for advisory, management, consulting or similar services, or (ii) have entered into an agreement with SSGA FD to offer Class A shares through a no-load network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. |
• | Insurance company separate accounts. |
• | Tuition Programs that qualify under Section 529 of the Code. |
6. | Bought with proceeds from the sale of Class A shares of a State Street Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Please refer to Class A Account Reinstatement Privileges below. |
7. | Bought in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you sell the Fund Shares you received in connection with the plan of reorganization. |
1 | State Street Funds that offer Class N Shares include: SSGA Dynamic Small Cap Fund (SVSCX), State Street Disciplined Emerging Markets Equity Fund (SSEMX), SSGA International Stock Selection Fund (SSAIX) and SSGA S&P 500 Index Fund (SVSPX). |
1. | If you participate in the Automatic Withdrawal Plan (AWP). Redemptions made on a regular periodic basis ( e.g . monthly) will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 10% annually of the current market value of the account balance. Redemptions made as part of a required minimum distribution are also included in calculating amounts eligible for this waiver. For information on the Automatic Withdrawal Plan, please see Service Options. |
2. | If you are a registered participant or beneficial owner of an account and you die or become disabled (as defined in Section 72(m)(7) of the Code). This waiver is only available for accounts open prior to the shareholder's or beneficiary's death or disability, and the redemption must be made within one year of such event. Subsequent purchases into such account are not eligible for the CDSC waiver. In order to qualify for this waiver, SSGA FD must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | Redemptions that represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70 1/2. If you maintain more than one IRA, only the assets credited to the IRA that is invested in one or more of the State Street Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
4. | A distribution from a qualified retirement plan by reason of the participant's retirement. |
5. | Redemptions that are involuntary and result from a failure to maintain the required minimum balance in an account. |
6. | Exchanges in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund Shares you receive in connection with the plan of reorganization. |
7. | Exchanges for shares of the same class of another State Street Fund. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares. For purposes of the CDSC, shares will continue to age from the date of the original purchase of the Fund Shares. |
8. | Redemption of shares purchased through employer sponsored retirement plans and deferred compensation plans. The CDSC, however, will not be waived if the plan redeems all of the shares that it owns on behalf of participants prior to the applicable CDSC period, as defined above. |
9. | Redemptions as part of annual IRA custodial fees. |
10. | Acquired through the reinvestment of dividends and capital gains distributions. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing shares on behalf of their clients in: |
• | discretionary and non-discretionary advisory programs; |
• | fund supermarkets; |
• | asset allocation programs; |
• | other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund Shares or for otherwise participating in the program; or |
• | certain other investment programs that do not charge an asset-based fee; |
2. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
3. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | Certain retirement and deferred compensation programs established by State Street Corporation or its affiliates for their employees or the Funds' Trustees; |
6. | Current or retired Directors or Trustees of the State Street Funds, officers and employees of SSGA, and any of its subsidiaries, such persons' spouses, and children under the age of 21, and trust accounts for which any of such person is a beneficiary; |
7. | Investments made in connection with certain mergers and/or reorganizations as approved by the Adviser; |
8. | The reinvestment of dividends from Class I shares in additional Class I shares of a Fund; and |
9. | Qualified recordkeepers with a distribution and/or fund servicing agreement maintained with SSGA FD. |
1. | Qualified recordkeepers with an applicable agreement maintained with SSGA FD; |
2. | Defined benefit plans, defined contribution plans, endowments and foundations with greater than $10,000,000 in a qualified tax-exempt plan; |
3. | Employers with greater than $10,000,000 in the aggregate between qualified and non-qualified plans that they sponsor; and |
4. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class I | |||
Year
Ended
12/31/17 |
For
the
Period 2/19/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$11.16 | $10.00 | |
Income (loss) from investment
operations:
|
|||
Net investment income (loss)
(a)
|
0.23 | 0.18 | |
Net realized and unrealized gain
(loss)
|
2.03 | 1.23 | |
Total from investment operations
|
2.26 | 1.41 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.23) | (0.18) | |
Net realized gains
|
(0.61) | (0.07) | |
Total distributions
|
(0.84) | (0.25) | |
Net asset value, end of period
|
$ 12.58 | $ 11.16 | |
Total return
(b)
|
20.22% | 14.07% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$3,775 | $3,348 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
4.76% | 4.73%(c) | |
Net expenses
|
0.65% | 0.65%(c) | |
Net investment income
(loss)
|
1.90% | 1.90%(c) | |
Portfolio turnover rate
|
50% | 33%(d) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each distribution. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
Class I | |||
Year
Ended
12/31/17 |
For
the
Period 2/19/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$10.65 | $10.00 | |
Income (loss) from investment
operations:
|
|||
Net investment income (loss)
(a)
|
0.32 | 0.21 | |
Net realized and unrealized gain
(loss)
|
1.94 | 0.77 | |
Total from investment operations
|
2.26 | 0.98 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.39) | (0.31) | |
Net realized gains
|
(0.04) | (0.02) | |
Total distributions
|
(0.43) | (0.33) | |
Net asset value, end of period
|
$ 12.48 | $ 10.65 | |
Total return
(b)
|
21.26% | 9.85% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$4,953 | $3,194 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
4.48% | 5.37%(c) | |
Net expenses
|
0.76% | 0.75%(c) | |
Net investment income
(loss)
|
2.72% | 2.26%(c) | |
Portfolio turnover rate
(d)
|
39% | 38%(e) |
* | Commencement of operations. |
(a) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each distribution. Total returns for periods of less than one year are not annualized. Broker commission charges are not included in this calculation. |
(c) | Annualized. |
(d) | Portfolio turnover rate is from the State Street Disciplined Global Equity Portfolio. |
(e) | Not annualized. |
Class I | |||
Year
Ended
12/31/17 |
For
the
Period 2/19/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 9.98 | $10.00 | |
Income (loss) from investment
operations:
|
|||
Net investment income (loss)
(a)
|
0.33 | 0.22 | |
Net realized and unrealized gain
(loss)
|
2.18 | 0.12 | |
Total from investment operations
|
2.51 | 0.34 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.36) | (0.24) | |
Net realized gains
|
(0.16) | (0.12) | |
Total distributions
|
(0.52) | (0.36) | |
Net asset value, end of period
|
$ 11.97 | $ 9.98 | |
Total return
(b)
|
25.20% | 3.39% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$3,592 | $2,994 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
5.93% | 5.69%(c) | |
Net expenses
|
0.85% | 0.85%(c) | |
Net investment income
(loss)
|
2.89% | 2.48%(c) | |
Portfolio turnover rate
|
49% | 35%(d) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each distribution. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITSTATPRO3 | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 7.81% | 7.81% | 7.61% | ||
Total Annual Fund Operating Expenses | 8.81% | 8.56% | 8.36% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (7.61)% | (7.61)% | (7.61)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.20% | 0.95% | 0.75% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.70% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $2,308 | $3,851 | $7,223 | |||
Class I | $ 97 | $1,815 | $3,414 | $6,937 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $77 | $1,762 | $3,335 | $6,829 |
State Street Global Value Spotlight Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 9/22/2016 | |||||
Return Before Taxes | 26.47% | 24.62% | ||||
Return After Taxes on Distributions | 21.88% | 20.89% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.12% | 17.23% | ||||
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes) | 23.97% | 18.65% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 6.71% | 6.71% | 6.51% | ||
Total Annual Fund Operating Expenses | 7.71% | 7.46% | 7.26% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (6.51)% | (6.51)% | (6.51)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.20% | 0.95% | 0.75% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.70% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $2,117 | $3,513 | $6,687 | |||
Class I | $ 97 | $1,611 | $3,052 | $6,355 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $77 | $1,556 | $2,970 | $6,234 |
State Street International Value Spotlight Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 7/13/2016 | |||||
Return Before Taxes | 25.03% | 27.73% | ||||
Return After Taxes on Distributions | 19.58% | 23.25% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 14.50% | 19.42% | ||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 27.19% | 15.64% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 15.35% | 15.35% | 15.15% | ||
Total Annual Fund Operating Expenses | 16.35% | 16.10% | 15.90% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (15.15)% | (15.15)% | (15.15)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.20% | 0.95% | 0.75% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.70% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $3,502 | $5,751 | $9,486 | |||
Class I | $ 97 | $3,086 | $5,448 | $9,408 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $77 | $3,040 | $5,393 | $9,366 |
State Street European Value Spotlight Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 9/22/2016 | |||||
Return Before Taxes | 24.61% | 22.96% | ||||
Return After Taxes on Distributions | 21.32% | 20.38% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 14.15% | 16.52% | ||||
MSCI Europe Index (reflects no deduction for fees, expenses or taxes) | 25.51% | 17.92% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 7.82% | 7.82% | 7.62% | ||
Total Annual Fund Operating Expenses | 8.82% | 8.57% | 8.37% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (7.62)% | (7.62)% | (7.62)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.20% | 0.95% | 0.75% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.70% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $2,310 | $3,854 | $7,227 | |||
Class I | $ 97 | $1,817 | $3,417 | $6,942 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $76 | $1,761 | $3,335 | $6,829 |
State Street Asia Pacific Value Spotlight Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 9/22/2016 | |||||
Return Before Taxes | 30.86% | 20.22% | ||||
Return After Taxes on Distributions | 28.31% | 18.31% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 17.50% | 14.63% | ||||
MSCI All Country Asia Pacific Index (reflects no deduction for fees, expenses or taxes) | 31.67% | 19.71% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.25% | None | None | ||
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None 1 | None | None |
Class A | Class I | Class K | |||
Management Fee | 0.65% | 0.65% | 0.65% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 12.34% | 12.34% | 12.14% | ||
Total Annual Fund Operating Expenses | 13.24% | 12.99% | 12.79% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (12.14)% | (12.14)% | (12.14)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.10% | 0.85% | 0.65% |
1 | A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. |
2 | Other expenses are based on estimates for the current fiscal year for Class A and Class I shares. |
3 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2019 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.60% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2019 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $631 | $3,028 | $5,045 | $8,803 | |||
Class I | $ 87 | $2,581 | $4,692 | $8,660 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $66 | $2,532 | $4,628 | $8,596 |
State Street U.S. Value Spotlight Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class K | 9/22/2016 | |||||
Return Before Taxes | 17.98% | 18.19% | ||||
Return After Taxes on Distributions | 15.62% | 16.17% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 10.22% | 13.03% | ||||
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes) | 13.66% | 16.18% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | $1,000,000 |
To add to an existing account | None |
Class K | |
To establish an account | $10,000,000 |
To add to an existing account | None |
Portfolio Managers | Fund | |
Brian Routledge | State Street Global Value Spotlight Fund | |
Barry Glavin | State Street International Value Spotlight Fund | |
Lance Graham | State Street European Value Spotlight Fund | |
William Killeen | State Street Asia Pacific Value Spotlight Fund | |
Brian Routledge | State Street U.S. Value Spotlight Fund |
Class A | Class I | Class K | |
Availability | Available to the general public through certain Financial Intermediaries. |
Limited
to certain investors, including:
• Certain banks, broker-dealers and other Financial Intermediaries. • Certain employer- sponsored retirement plans. • Certain employees or affiliates of State Street Corporation or its affiliates |
Limited to certain investors, including certain qualified recordkeepers and employer-sponsored retirement plans. |
Minimum Initial Investment | $2,000. The investment minimum may be modified, waived or reduced for certain types of investors ( e.g ., 401(k) or 403(b) plans) and investments as well as for certain fee-based programs where an agreement is in place. | $1,000,000. The investment minimum may be modified, waived or reduced for certain types of investors (e.g., 401(k) or 403(b) plans) and investments as well as for certain fee- based programs where an agreement is in place. | $10,000,000. The investment minimum may be modified, waived or reduced for certain types of investors ( e.g ., 401(k) or 403(b) plans) and investments as well as for certain fee- based programs where an agreement is in place. |
Maximum Investment | None. | None. | None. |
Class A | Class I | Class K | |
Initial (Front-End) Sales Charge | Yes. 5.25% for Equity Funds and 3.75% for Fixed Income Funds, payable at time of purchase. Lower sales charges are available for larger investments. See the chart under “Class A” section of this Prospectus. | No. Entire purchase price is invested in shares of a Fund. | No. Entire purchase price is invested in shares of a Fund. |
Deferred (CDSC) Sales Charge | No, except for purchases of $1,000,000 or more that are redeemed within 18 months after purchase. | No. | No. |
Distribution and Service (12b-1) Fees | 0.25% annual fee. | No. | No. |
Redemption Fees | No. | No. | No. |
1 | Class A advanced commission for purchases over $1 million: |
1.00% | First $3 million |
Plus 0.50% | Next $12 million |
Plus 0.25% | Over $15 million |
2 | If you purchase $1,000,000 or more of Class A shares of a Fund, you will not be assessed a sales charge at the time of purchase. SSGA FD pays broker-dealers advanced commissions that are calculated on a year-by-year basis based on the amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advanced commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase. You may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds if you redeem your shares within 18 months after purchase. |
1. | Your account(s); |
2. | Account(s) of your spouse or domestic partner; |
3. | Account(s) of children under the age of 21 who share your residential address; |
4. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
5. | Solely controlled business accounts; and |
6. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
1. | Acquired through the reinvestment of dividends and capital gain distributions. |
2. | Acquired in exchange for shares of another Class A State Street Fund that were previously assessed a sales charge. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. |
3. | Bought in State Street Funds that do not offer Class N (no load) shares 1 by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986 (the “Code”)) of: |
• | The State Street Funds |
• | State Street Corporation and its subsidiaries and affiliates |
4. | Bought by employees of: |
• | DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) and its subsidiaries and affiliates. |
• | Financial Intermediaries of financial institutions that have entered into selling agreements with the Funds or SSGA FD and their subsidiaries and affiliates (or otherwise have an arrangement with a Financial Intermediary or financial institution with respect to sales of Fund Shares). This waiver includes the employees' immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Code). |
5. | Bought by: |
• | Authorized retirement plans serviced or sponsored by a Financial Intermediary, provided that such Financial Intermediary has entered into an agreement with SSGA FD or with the Fund with respect to such purchases at NAV. |
• | Investors who are directly rolling over or transferring shares from an established State Street Fund or State Street qualified retirement plan. Rolling over or transferring shares involves the transferring of shares (in-kind); there is no cash movement associated with the transaction. |
• | Clients of Financial Intermediaries that (i) charge an ongoing fee for advisory, management, consulting or similar services, or (ii) have entered into an agreement with SSGA FD to offer Class A shares through a no-load network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. |
• | Insurance company separate accounts. |
• | Tuition Programs that qualify under Section 529 of the Code. |
6. | Bought with proceeds from the sale of Class A shares of a State Street Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Please refer to Class A Account Reinstatement Privileges below. |
7. | Bought in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you sell the Fund Shares you received in connection with the plan of reorganization. |
1 | State Street Funds that offer Class N Shares include: SSGA Dynamic Small Cap Fund (SVSCX), State Street Disciplined Emerging Markets Equity Fund (SSEMX), SSGA International Stock Selection Fund (SSAIX) and SSGA S&P 500 Index Fund (SVSPX). |
1. | If you participate in the Automatic Withdrawal Plan (AWP). Redemptions made on a regular periodic basis ( e.g . monthly) will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 10% annually of the current market value of the account balance. Redemptions made as part of a required minimum distribution are also included in calculating amounts eligible for this waiver. For information on the Automatic Withdrawal Plan, please see Service Options. |
2. | If you are a registered participant or beneficial owner of an account and you die or become disabled (as defined in Section 72(m)(7) of the Code). This waiver is only available for accounts open prior to the shareholder's or beneficiary's death or disability, and the redemption must be made within one year of such event. Subsequent purchases into such account are not eligible for the CDSC waiver. In order to qualify for this waiver, SSGA FD must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability. |
3. | Redemptions that represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70 1/2. If you maintain more than one IRA, only the assets credited to the IRA that is invested in one or more of the State Street Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver. |
4. | A distribution from a qualified retirement plan by reason of the participant's retirement. |
5. | Redemptions that are involuntary and result from a failure to maintain the required minimum balance in an account. |
6. | Exchanges in connection with plans of reorganization of a State Street Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund Shares you receive in connection with the plan of reorganization. |
7. | Exchanges for shares of the same class of another State Street Fund. However, if your shares are subject to CDSC, the CDSC will continue to apply to your new shares. For purposes of the CDSC, shares will continue to age from the date of the original purchase of the Fund Shares. |
8. | Redemption of shares purchased through employer sponsored retirement plans and deferred compensation plans. The CDSC, however, will not be waived if the plan redeems all of the shares that it owns on behalf of participants prior to the applicable CDSC period, as defined above. |
9. | Redemptions as part of annual IRA custodial fees. |
10. | Acquired through the reinvestment of dividends and capital gains distributions. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing shares on behalf of their clients in: |
• | discretionary and non-discretionary advisory programs; |
• | fund supermarkets; |
• | asset allocation programs; |
• | other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund Shares or for otherwise participating in the program; or |
• | certain other investment programs that do not charge an asset-based fee; |
2. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
3. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | Certain retirement and deferred compensation programs established by State Street Corporation or its affiliates for their employees or the Funds' Trustees; |
6. | Current or retired Directors or Trustees of the State Street Funds, officers and employees of SSGA, and any of its subsidiaries, such persons' spouses, and children under the age of 21, and trust accounts for which any of such person is a beneficiary; |
7. | Investments made in connection with certain mergers and/or reorganizations as approved by the Adviser; |
8. | The reinvestment of dividends from Class I shares in additional Class I shares of a Fund; and |
9. | Qualified recordkeepers with a distribution and/or fund servicing agreement maintained with SSGA FD. |
1. | Qualified recordkeepers with an applicable agreement maintained with SSGA FD; |
2. | Defined benefit plans, defined contribution plans, endowments and foundations with greater than $10,000,000 in a qualified tax-exempt plan; |
3. | Employers with greater than $10,000,000 in the aggregate between qualified and non-qualified plans that they sponsor; and |
4. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class K | |||
Year
Ended 12/31/17 |
For
the
Period 9/23/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$10.43 | $10.00 | |
Income (loss) from investment operations:
|
|||
Net investment income (loss)
(a)
|
0.14 | 0.01 | |
Net realized and unrealized gain
(loss)
|
2.61 | 0.46 | |
Total from investment operations
|
2.75 | 0.47 | |
Distributions to shareholders from:
|
|||
Net investment income
|
(0.12) | (0.04) | |
Net realized gains
|
(1.01) | (0.00)(b) | |
Total distributions
|
(1.13) | (0.04) | |
Net asset value, end of period
|
$ 12.05 | $ 10.43 | |
Total return
(c)
|
26.47% | 4.73% | |
Ratios and Supplemental Data:
|
|||
Net assets, end of period (in
000s)
|
$2,410 | $2,087 | |
Ratios to average net assets:
|
|||
Total expenses
|
8.36% | 9.46%(d) | |
Net expenses
|
0.75% | 0.75%(d) | |
Net investment income
(loss)
|
1.21% | 0.34%(d) | |
Portfolio turnover rate
|
70% | 18%(e) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount is less than $0.005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of the Fund. Total return for periods less than one year are not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
(e) | Not annualized. |
Class K | |||
Year
Ended 12/31/17 |
For
the
Period 7/14/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$11.25 | $10.00 | |
Income (loss) from investment operations:
|
|||
Net investment income (loss)
(a)
|
0.24 | 0.02 | |
Net realized and unrealized gain
(loss)
|
2.56 | 1.44 | |
Total from investment operations
|
2.80 | 1.46 | |
Distributions to shareholders from:
|
|||
Net investment income
|
(0.24) | (0.02) | |
Net realized gains
|
(1.25) | (0.19) | |
Total distributions
|
(1.49) | (0.21) | |
Net asset value, end of period
|
$ 12.56 | $ 11.25 | |
Total return
(b)
|
25.03% | 14.57% | |
Ratios and Supplemental Data:
|
|||
Net assets, end of period (in
000s)
|
$2,512 | $2,250 | |
Ratios to average net assets:
|
|||
Total expenses
|
7.26% | 7.76%(c) | |
Net expenses
|
0.75% | 0.75%(c) | |
Net investment income
(loss)
|
1.86% | 0.44%(c) | |
Portfolio turnover rate
|
45% | 26%(d) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of the Fund. Total return for periods less than one year are not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
Class K | |||
Year
Ended 12/31/17 |
For
the
Period 9/23/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$10.44 | $10.00 | |
Income (loss) from investment operations:
|
|||
Net investment income (loss)
(a)
|
0.18 | (0.01) | |
Net realized and unrealized gain
(loss)
|
2.38 | 0.46 | |
Total from investment operations
|
2.56 | 0.45 | |
Distributions to shareholders from:
|
|||
Net investment income
|
(0.19) | (0.01) | |
Net realized gains
|
(0.65) | (0.00)(b) | |
Total distributions
|
(0.84) | (0.01) | |
Net asset value, end of period
|
$ 12.16 | $ 10.44 | |
Total return
(c)
|
24.61% | 4.49% | |
Ratios and Supplemental Data:
|
|||
Net assets, end of period (in
000s)
|
$1,216 | $1,044 | |
Ratios to average net assets:
|
|||
Total expenses
|
15.90% | 19.10%(d) | |
Net expenses
|
0.75% | 0.75%(d) | |
Net investment income
(loss)
|
1.50% | (0.33)%(d) | |
Portfolio turnover rate
|
70% | 28%(e) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Amount shown represents less than 0.5%. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of the Fund. Total return for periods less than one year are not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
(e) | Not annualized. |
Class K | |||
Year
Ended 12/31/17 |
For
the
Period 9/23/16 - 12/31/16* |
||
Net asset value, beginning of period
|
$ 9.65 | $10.00 | |
Income (loss) from investment operations:
|
|||
Net investment income (loss)
(a)
|
0.22 | 0.04 | |
Net realized and unrealized gain
(loss)
|
2.75 | (0.37) | |
Total from investment operations
|
2.97 | (0.33) | |
Distributions to shareholders from:
|
|||
Net investment income
|
(0.22) | (0.02) | |
Net realized gains
|
(0.35) | — | |
Total distributions
|
(0.57) | (0.02) | |
Net asset value, end of period
|
$ 12.05 | $ 9.65 | |
Total return
(b)
|
30.86% | (3.33)% | |
Ratios and Supplemental Data:
|
|||
Net assets, end of period (in
000s)
|
$2,411 | $1,930 | |
Ratios to average net assets:
|
|||
Total expenses
|
8.37% | 9.48%(c) | |
Net expenses
|
0.75% | 0.75%(c) | |
Net investment income
(loss)
|
1.98% | 1.33%(c) | |
Portfolio turnover rate
|
37% | 8%(d) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of the Fund. Total return for periods less than one year are not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
Class K | |||
Year
Ended 12/31/17 |
For
the
Period 9/23/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$10.45 | $10.00 | |
Income (loss) from investment operations:
|
|||
Net investment income (loss)
(a)
|
0.13 | 0.04 | |
Net realized and unrealized gain
(loss)
|
1.75 | 0.46 | |
Total from investment operations
|
1.88 | 0.50 | |
Distributions to shareholders from:
|
|||
Net investment income
|
(0.13) | (0.04) | |
Net realized gains
|
(0.45) | (0.01) | |
Total distributions
|
(0.58) | (0.05) | |
Net asset value, end of period
|
$ 11.75 | $ 10.45 | |
Total return
(b)
|
17.98% | 4.92% | |
Ratios and Supplemental Data:
|
|||
Net assets, end of period (in
000s)
|
$1,175 | $1,045 | |
Ratios to average net assets:
|
|||
Total expenses
|
12.79% | 14.28%(c) | |
Net expenses
|
0.65% | 0.65%(c) | |
Net investment income
(loss)
|
1.16% | 1.27%(c) | |
Portfolio turnover rate
|
50% | 11%(d) |
* | Commencement of operations. |
(a) | Net investment income per share is calculated using the average shares method. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of the Fund. Total return for periods less than one year are not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
(d) | Not annualized. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITVSLSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses | 0.13% |
Total Annual Fund Operating Expenses | 0.18% |
1 year | 3 years | 5 years | 10 years | |||
$18 | $58 | $101 | $230 |
State Street Institutional Liquid Reserves Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Trust Class | 0.99% | 1.31% | 8/29/2016 |
Trust Class | |
To establish an account | $15,000,000 |
To add to an existing account | No minimum |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses | 0.13% |
Total Annual Fund Operating Expenses | 0.18% |
1 year | 3 years | 5 years | 10 years | |||
$18 | $58 | $101 | $230 |
State Street Institutional Treasury Plus Money Market Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Trust Class | 0.71% | 0.27% | 8/29/2016 |
Trust Class | |
To establish an account | $15,000,000 |
To add to an existing account | No minimum |
By Mail: |
An
initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Funds must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Funds and the Funds' agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
Trust Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 8/29/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0099 | 0.0015 | |
Net realized and unrealized gain
(loss)
|
(0.0001) | 0.0000(b) | |
Total from investment operations
|
0.0098 | 0.0015 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0099) | (0.0015) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0099) | (0.0015) | |
Net asset value, end of period
|
$ 0.9999 | $ 1.0000 | |
Total return
(c)
|
0.99% | 0.15% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$764,391 | $1,211,202 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.18% | 0.19%(d) | |
Net expenses
|
0.18% | 0.19%(d) | |
Net investment income
(loss)
|
0.97% | 0.39%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Trust Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 8/29/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0071 | 0.0007 | |
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | |
Total from investment operations
|
0.0071 | 0.0007 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0071) | (0.0007) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0071) | (0.0007) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.71% | 0.07% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$6,903,267 | $7,962,822 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.18% | 0.18%(d) | |
Net expenses
|
0.18% | 0.18%(d) | |
Net investment income
(loss)
|
0.70% | 0.19%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
ILRTRCLSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses | 0.05% |
Total Annual Fund Operating Expenses | 0.10% |
1 year | 3 years | 5 years | 10 years | |||
$10 | $32 | $56 | $128 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
State Street Institutional U.S. Government Money Market Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Class M | 0.81% | 0.43% | 11/28/2016 |
To establish an account | $750,000,000 |
To add to an existing account | No Minimum |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
By Mail: |
An
initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Fund and the Fund's agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
Class M(a) | |||
Year
Ended
12/31/17 |
For
the
Period 11/30/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0081 | 0.0003 | |
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | |
Total from investment operations
|
0.0081 | 0.0003 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0081) | (0.0003) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0081) | (0.0003) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.81% | 0.03% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$1,091,378 | $1,675,741 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.10% | 0.10%(d) | |
Net expenses
|
0.10% | 0.10%(d) | |
Net investment income
(loss)
|
0.82% | 0.37%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SSITMSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.05% |
Other Expenses | 0.27% |
Total Annual Fund Operating Expenses | 0.37% |
1 year | 3 years | 5 years | 10 years | |||
$38 | $119 | $208 | $468 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
State Street Institutional U.S. Government Money Market Fund |
One
Year |
Since Inception |
Inception
Date |
|||
Administration Class | 0.54% | 0.41% | 8/23/2016 |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No Minimum |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
Minimum Initial Investment | $5,000,000 |
Maximum Investment | None. |
Initial Sales Charge | No. Entire purchase price is invested in shares of the Fund. |
Deferred (CDSC) Sales Charge | No. |
Distribution and Service (12b-1) Fees | 0.05% annual fee. |
Redemption Fees | No. |
By Mail: |
An
initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Class Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Fund and the Fund's agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
By Mail: |
Send
a signed letter to:
State Street Institutional Investment Trust Funds P.O. Box 8317 Boston, MA 02266-8317 |
The letter should include information necessary to process your request as described below. The Fund may require a medallion guarantee in certain circumstances. See “Medallion Guarantees” below. | |
By Overnight: |
State
Street Institutional Investment Trust Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone: | Please call (866) 392-0869 between the hours of 7:00 a.m. and 5:00 p.m. ET. |
The Fund will need the following information to process your redemption request: | |
➣ name(s)
of account owners;
➣ account number(s); ➣ the name of the Fund; ➣ your daytime telephone number; and ➣ the dollar amount or number of shares being redeemed. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
Administration Class(a) | |||
Year
Ended
12/31/17 |
For
the
Period 8/23/16* - 12/31/16 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment
operations:
|
|||
Net investment income
(loss)
|
0.0054 | 0.0001 | |
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | |
Total from investment operations
|
0.0054 | 0.0001 | |
Distributions to shareholders
from:
|
|||
Net investment income
|
(0.0054) | (0.0001) | |
Net realized gains
|
(0.0000)(b) | — | |
Total distributions
|
(0.0054) | (0.0001) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
0.54% | 0.01% | |
Ratios and Supplemental
Data:
|
|||
Net assets, end of period (in
000s)
|
$1,909,670 | $3,423,655 | |
Ratios to Average Net
Assets:
|
|||
Total expenses
|
0.37% | 0.37%(d) | |
Net expenses
|
0.37% | 0.37%(d) | |
Net investment income
(loss)
|
0.50% | 0.04%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(d) | Annualized. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
SALXXARIPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.10% |
Other Expenses | 0.32% |
Total Annual Fund Operating Expenses | 0.47% |
1 year | 3 years | 5 years | 10 years | |||
$48 | $151 | $263 | $591 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
State Street Institutional U.S. Government Money Market Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Investment Class | 0.44% | 0.09% | 0.23% | 10/17/2007 |
To establish an account | $2,000.00 |
To add to an existing account | $100.00 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.10% |
Other Expenses | 0.32% |
Total Annual Fund Operating Expenses | 0.47% |
1 year | 3 years | 5 years | 10 years | |||
$48 | $151 | $263 | $591 |
State Street Institutional Treasury Plus Money Market Fund |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
||||
Investment Class | 0.42% | 0.08% | 0.17% | 10/24/2007 |
To establish an account | $2,000.00 |
To add to an existing account | $100.00 |
• | Obligations issued or guaranteed as to principal and/or interest, as applicable, by the U.S. government or its agencies and instrumentalities, such as U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”), which are backed by the full faith and credit of the United States; |
• | Obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and U.S. government-sponsored entities such as the Federal Home Loan Bank, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements with respect to U.S. government securities. |
By Mail: |
An initial investment in the Funds must be preceded or accompanied by a completed, signed Neuberger Berman Fund Application Form, sent to: |
Neuberger
Berman Funds
c/o State Street Institutional Trust Funds 30 Dan Road Canton, Massachusetts 02021-2809 Your first investment must be at least $2,000. Additional investments can be as little as $100. All checks must be made out to “Neuberger Berman Funds”. Neuberger Berman will not accept checks made out to you or other parties and signed over to it. Neuberger Berman cannot accept cash, money orders, starter checks, cashier's checks, traveler's checks or other cash equivalents. You will be responsible for any losses or fees resulting from a bad check. If necessary, Neuberger Berman may effect sales of Fund shares belonging to you in order to cover these losses. |
By Telephone: |
An initial investment in the Funds must be preceded or accompanied by a completed, signed Neuberger Berman Fund Application Form. Neuberger Berman does not accept phone orders for a first investment. To add shares to an existing account using FUNDfone», call (800) 335-9366. |
Additional shares will be purchased when your order is accepted by the Funds. Additional investments must be for at least $100. |
For your initial investment, send the original, signed Neuberger Berman Account Application Form to the address above. |
Wire Instructions: |
Before wiring any money, call (800) 877-9700 for an order confirmation. Please have your financial institution send your wire to Neuberger Berman's account at State Street Bank and Trust Company and include your name, the Fund name, your account number and other information as requested. |
State
Street Bank/Boston
ABA# 011-000028 Attn: NB Deposit Account DDA#9904-199-8 |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
By Internet: |
You may place an order with Neuberger Berman to purchase shares for your account by placing an order online at www.nb.com. |
You will not be able to redeem shares from the account until the original Application has been received. The Funds and the Funds' agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
• | both accounts must have the same registration; |
• | you will need to observe the minimum account balance requirements for the fund accounts involved; and |
• | because an exchange is treated as a sale for tax purposes, consider any tax consequences before placing your order. |
• | reject any exchange or purchase order; |
• | suspend or reject any future purchase order from any investor who does not provide payment to settle a purchase order; |
• | change, suspend or revoke the exchange privilege; and |
• | suspend the telephone order privilege. |
Investment Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0044 | 0.0000(b) | 0.0000(b)(c) | (0.0000)(b)(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | — | — | — | ||||
Total from investment operations
|
0.0044 | 0.0000(b) | 0.0000(b) | (0.0000)(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0044) | (0.0000)(b) | — | — | — | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | — | ||||
Total distributions
|
(0.0044) | (0.0000)(b) | — | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.44% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$432,488 | $903,050 | $971,551 | $615,706 | $691,469 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.37% | 0.10% | 0.07% | 0.10% | ||||
Net investment income
(loss)
|
0.40% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
Investment Class(a) | |||||||||
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
Year
Ended
12/31/13 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $1.0000 | $1.0000 | $ 1.0000 | ||||
Income (loss) from investment
operations:
|
|||||||||
Net investment income
(loss)
|
0.0042 | 0.0000(b) | 0.0000(b)(c) | 0.0000(b)(c) | (0.0001)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0001 | ||||
Total from investment operations
|
0.0042 | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(0.0042) | (0.0000)(b) | — | — | — | ||||
Net realized gains
|
(0.0000)(b) | — | — | — | (0.0000)(b) | ||||
Total distributions
|
(0.0042) | (0.0000)(b) | — | — | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
0.42% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental
Data:
|
|||||||||
Net assets, end of period (in
000s)
|
$ 19,242 | $ 48,170 | $60,041 | $74,781 | $ 73,449 | ||||
Ratios to Average Net
Assets:
|
|||||||||
Total expenses
|
0.47% | 0.49% | 0.49% | 0.48% | 0.48% | ||||
Net expenses
|
0.47% | 0.31% | 0.06% | 0.05% | 0.08% | ||||
Net investment income
(loss)
|
0.36% | 0.00%(e) | 0.00%(e) | 0.00%(e) | 0.00%(e) |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Amount is less than $0.00005 per share. |
(c) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the period. |
(d) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(e) | Amount is less than 0.005%. |
00209854 | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses 1 | 0.11% |
Total Annual Fund Operating Expenses | 0.16% |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.06)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.10% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees and extraordinary expenses) exceed 0.10% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | |
$10 | $32 |
To establish an account | $100,000,000 |
To add to an existing account | No minimum |
By Mail: |
An
initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, sent to:
State Street Funds P.O. Box 8317 Boston, Massachusetts 02266-8317 |
By Overnight: |
State
Street Funds
30 Dan Road Canton, Massachusetts 02021-2809 |
By Telephone/Fax: |
An initial investment in the Fund must be preceded or accompanied by a completed, signed Institutional Account Application Form, faxed to (816) 218-0400. Call the Fund at (866) 392-0869 between the hours of 7:00 a.m. ET and 5:00 p.m. ET to: |
➣ confirm
receipt of the faxed Institutional Account Application Form (initial purchases only),
➣ request your new account number (initial purchases only), ➣ confirm the amount being wired and wiring bank, and ➣ receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). |
For your initial investment, send the original, signed Institutional Account Application Form to the address above. |
Wire Instructions: |
Instruct
your bank to transfer money by Federal Funds wire to:
State Street Bank and Trust Company 1 Iron Street Boston, MA 02110 |
ABA#
011000028
DDA# 9904-631-0 State Street Institutional Investment Trust Fund Name Account Number Account Registration |
On Columbus Day and Veterans Day, you will not be able to purchase shares by wiring Federal Funds because the Federal Funds wiring does not occur on those days. Payment for Fund Shares must be in Federal Funds (or converted to Federal Funds by the Transfer Agent) by the close of the Federal Reserve. |
You will not be able to redeem shares from the account until the original Application has been received. The Fund and the Fund's agents are not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. |
• | Your account address has changed within the last 10 business days. |
• | Redemption proceeds are being transferred to an account with a different registration. |
• | A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
• | Other unusual situations as determined by the Transfer Agent. |
For
the
Period 10/5/17* - 12/31/17(a) |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations:
|
|
Net investment income (loss)
|
0.0025 |
Total from investment operations
|
0.0025 |
Net investment income
|
(0.0025) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(b)
|
0.25% |
Ratios and Supplemental Data:
|
|
Net assets, end of period (in 000s)
|
$2,926,362 |
Ratios to average net assets:
|
|
Total expenses
|
0.16%(c) |
Net expenses
|
0.08%(c) |
Net investment income (loss)
|
1.08%(c) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the Portfolio. |
(b) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates. Total return for periods of less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | Annualized. |
Online: | www.ssga.com/cash | 24 hours a day, 7 days a week |
Phone: | (877) 521-4083 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 8317 Boston, MA 02266-8317 |
State
Street Funds
30 Dan Road Canton, MA 02021-2809 |
TAQXXSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2018
STATE STREET INSTITUTIONAL LIQUID RESERVES FUND
Premier Class (SSIXX)
Investment Class (SSVXX)
Service Class (LRSXX)
Institutional Class (SSHXX)
Investor Class (SSZXX)
Administration Class (SSYXX)
Trust Class (TILXX)
STATE STREET INSTITUTIONAL U.S. GOVERNMENT MONEY MARKET FUND
Premier Class (GVMXX)
Investment Class (GVVXX)
Service Class (GVSXX)
Institutional Class (SAHXX)
Investor Class (SAMXX)
Administration Class (SALXX)
Class G (SSOXX)
Class M (GOMXX)
STATE STREET INSTITUTIONAL TREASURY MONEY MARKET FUND
Premier Class ( TRIXX)
Investment Class (TRVXX)
Service Class (TYSXX)
Institutional Class (SSJXX)
Investor Class (SSNXX)
Administration Class (SSKXX)
STATE STREET INSTITUTIONAL TREASURY PLUS MONEY MARKET FUND
Premier Class (TPIXX)
Investment Class (TPVXX)
Service Class (TPSXX)
Institutional Class (SAJXX)
Investor Class (SAEXX)
Administration Class (SSQXX)
Trust Class (TPLXX)
STATE STREET TREASURY OBLIGATIONS MONEY MARKET FUND (TAQXX)
STATE STREET CASH RESERVES FUND
Premier Class (MMEXX)
Investment Class (CCWXX)
Institutional Class (CCQXX)
Investor Class (MMDXX)
Administration Class (CCVXX)
STATE STREET CONSERVATIVE INCOME FUND
Premier Class (SSKLX)
Investment Class (SSKJX)
Institutional Class (SSKGX)
Investor Class (SSKKX)
Administration Class (SSKHX)
STATE STREET ULTRA SHORT TERM BOND FUND
Institutional Class (SSTUX)
Investment Class (SSUTX)
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2018 as may be revised and/or supplemented from time to time thereafter for each of the Funds listed above (each, a Prospectus and collectively, the Prospectuses).
The SAI is not a prospectus and should be read in conjunction with the Prospectuses. A copy of each Prospectus can be obtained free of charge by calling (877) 521-4083 or by written request to the Trust at the address listed above.
The Trusts audited financial statements for the fiscal year ended December 31, 2017, including the independent registered public accounting firm reports thereon, are included in the Trusts annual reports and are incorporated into this SAI by reference. Copies of the Trusts annual reports and semiannual reports are available, without charge, upon request, by calling (877) 521-4083 or by written request to the Trust at the address above.
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Appendix C - Advisers Proxy Voting Procedures and Guidelines |
C-1 |
The Trust was organized as a business trust under the laws of The Commonwealth of Massachusetts on February 16, 2000.
The Trust is an open-end management investment company. The Trust includes the following diversified series:
| State Street Equity 500 Index Fund; |
| State Street Aggregate Bond Index Fund; |
| State Street Institutional Liquid Reserves Fund (the ILR Fund); |
| State Street Institutional U.S. Government Money Market Fund (the U.S. Government Fund); |
| State Street Institutional Treasury Money Market Fund (the Treasury Fund); |
| State Street Institutional Treasury Plus Money Market Fund (the Treasury Plus Fund); |
| State Street Treasury Obligations Money Market Fund (the Treasury Obligations Fund); |
| State Street Target Retirement Fund; |
| State Street Target Retirement 2015 Fund; |
| State Street Target Retirement 2020 Fund; |
| State Street Target Retirement 2025 Fund; |
| State Street Target Retirement 2030 Fund; |
| State Street Target Retirement 2035 Fund; |
| State Street Target Retirement 2040 Fund; |
| State Street Target Retirement 2045 Fund; |
| State Street Target Retirement 2050 Fund; |
| State Street Target Retirement 2055 Fund; |
| State Street Target Retirement 2060 Fund; |
| State Street Global Equity ex-U.S. Index Fund; |
| State Street Equity 500 Index II Portfolio; |
| State Street Aggregate Bond Index Portfolio; |
| State Street Global Equity ex-U.S. Index Portfolio; |
| State Street Emerging Markets Equity Index Fund; |
| State Street Hedged International Developed Equity Index Fund; |
| State Street International Developed Equity Index Fund; |
| State Street Small/Mid Cap Equity Index Fund; |
| State Street Small/Mid Cap Equity Index Portfolio; |
| State Street Cash Reserves Fund (the Cash Reserves Fund); |
| State Street Cash Reserves Portfolio (the Cash Reserves Portfolio); |
| State Street Conservative Income Fund (Conservative Income Fund); |
| State Street Conservative Income Portfolio (Conservative Income Portfolio); |
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| State Street Ultra Short Term Bond Fund (the Ultra Short Bond Fund); |
| State Street Ultra Short Term Bond Portfolio (the Ultra Short Bond Portfolio); |
| State Street Disciplined Global Equity Fund; |
| State Street Disciplined U.S. Equity Fund; |
| State Street Disciplined International Equity Fund. |
The Trust includes the following non-diversified series:
| State Street Global Value Spotlight Fund; |
| State Street International Value Spotlight Fund; |
| State Street European Value Spotlight Fund; |
| State Street Asia Pacific Value Spotlight Fund; and |
| State Street U.S. Value Spotlight Fund. |
The ILR Fund, Treasury Fund, Treasury Plus Fund, Cash Reserves Fund, and U.S. Government Fund are referred to in this SAI as the Money Funds, Money Market Funds, or the Funds. The Treasury Fund, Treasury Plus Fund and the Treasury Obligations Fund are also sometimes separately referred to in this SAI as the Treasury Funds. Each of the Money Market Funds, the Conservative Income Fund and the Ultra Short Bond Fund may be referred to in context as the Fund as appropriate.
Each Fund listed below as a feeder fund (each a Feeder Fund and collectively the Feeder Funds) seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding master portfolio in the Trust or, as indicated below, the State Street Master Funds that has substantially similar investment strategies to those of the Feeder Fund. The table below shows the respective Portfolio in which each Feeder Fund invests. All Portfolios together are referred to in this SAI as the Portfolios and each Portfolio may be referred to in context as the Portfolio as appropriate.
Feeder Fund |
Master Portfolio |
|
ILR Fund | State Street Money Market Portfolio (Money Market Portfolio)* | |
U.S. Government Fund | State Street U.S. Government Money Market Portfolio (U.S. Government Portfolio)* | |
Treasury Fund | State Street Treasury Money Market Portfolio (Treasury Portfolio)* | |
Treasury Plus Fund | State Street Treasury Plus Money Market Portfolio (Treasury Plus Portfolio)* | |
Treasury Obligations Fund | Treasury Plus Portfolio* | |
Cash Reserves Fund | Cash Reserves Portfolio | |
Conservative Income Fund | Conservative Income Portfolio | |
Ultra Short Bond Fund | Ultra Short Bond Portfolio |
* | This Portfolio is in the State Street Master Funds. |
The Money Market Portfolio, Cash Reserves Portfolio, Treasury Portfolio, Treasury Plus Portfolio and U.S. Government Portfolio are referred to in this SAI as the Money Portfolios, or Money Market Portfolios. The Treasury Portfolio and Treasury Plus Portfolio are also sometimes separately referred to in this SAI as the Treasury Portfolios.
Trust Class shares of the ILR Fund are issued only to former shareholders of SSGA Prime Money Market Fund and SSGA Money Market Fund, each a series of SSGA Funds. Trust Class shares of the Treasury Plus Fund are issued only to former shareholders of SSGA U.S. Treasury Money Market Fund, a series of SSGA Funds.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Each Funds Prospectus contains information about the investment objective and policies of that Fund. This SAI should only be read in conjunction with the Prospectus of the Fund or Funds in which you intend to invest.
In addition to the principal investment strategies and the principal risks of the Funds and Portfolios described in each Funds Prospectus, a Fund or Portfolio may employ other investment practices and may be subject to additional risks, which are described below. In reviewing these practices of the Feeder Funds, you should assume that the practices of the corresponding Portfolio are the same in all material respects.
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ADDITIONAL INVESTMENTS AND RISKS
To the extent consistent with its investment objective and restrictions, each Fund or Portfolio may invest in the following instruments and use the following techniques, and is subject to the following additional risks.
Auction Rate Securities.
Auction rate municipal securities permit the holder to sell the securities in an auction at par value at specified intervals. The dividend or interest is typically reset by Dutch auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is the risk that an auction will fail due to insufficient demand for the securities. A Portfolio will take the time remaining until the next scheduled auction date into account for purposes of determining the securities duration.
Cash Reserves
A Fund may hold portions of its assets in short-term debt instruments with remaining maturities of 397 days or less pending investment or to meet anticipated redemptions and day-to-day operating expenses. Short-term debt instruments consist of: (i) short-term obligations of the U.S. Government, its agencies, instrumentalities, authorities or political subdivisions; (ii) other short-term debt securities rated at the time of purchase Aa or higher by Moodys Investors Service, Inc. (Moodys) or AA or higher by Standard & Poors Rating Group (S&P) or, if unrated, of comparable quality in the opinion of SSGA Funds Management, Inc. (the Adviser or SSGA FM); (iii) commercial paper; (iv) bank obligations, including negotiable certificates of deposit, time deposits and bankers acceptances; and (v) repurchase agreements.
Cleared Derivatives Transactions
Transactions in some types of swaps are required to be centrally cleared. In a cleared derivatives transaction, a Portfolios counterparty to the transaction is a central derivatives clearing organization, or clearing house, rather than a bank or broker. Because the Portfolios are not members of a clearing house, and only members of a clearing house can participate directly in the clearing house, the Portfolios hold cleared derivatives through accounts at clearing members. In cleared derivatives transactions, a Portfolio will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients obligations to the clearing house. Centrally cleared derivative arrangements may be less favorable to a Portfolio than bilateral (non-cleared) arrangements. For example, a Portfolio may be required to provide greater amounts of margin for cleared derivatives transactions than for bilateral derivatives transactions. Also, in contrast to bilateral derivatives transactions, in some cases following a period of notice to a Portfolio, a clearing member generally can require termination of existing cleared derivatives transactions at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions or to terminate transactions at any time. Each Portfolio is subject to risk if it enters into a derivatives transaction that is required to be cleared (or which the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Portfolios behalf. In that case, the transaction might have to be terminated, and the Portfolio could lose some or all of the benefit of the transaction, including loss of an increase in the value of the transaction and loss of hedging protection. In addition, the documentation governing the relationship between the Portfolios and clearing members is drafted by the clearing members and generally is less favorable to the Portfolios than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Portfolio in favor of the clearing member for losses the clearing member incurs as the Portfolios clearing member. Also, such documentation typically does not provide the Portfolio any remedies if the clearing member defaults or becomes insolvent.
Counterparty risk with respect to derivatives has been and will continue to be affected by new rules and regulations relating to the derivatives market. With respect to a centrally cleared transaction, a party is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position. Credit risk of market participants with respect to centrally cleared derivatives is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A clearing member is obligated by contract and regulation to segregate all funds received from customers with respect to cleared derivatives positions from the clearing members proprietary assets. However, all funds and other property received by a clearing member from its customers with respect to cleared derivatives are generally held by the clearing member on a commingled basis in an omnibus account (which can be invested in instruments permitted under the regulations). Therefore, a Portfolio might not be fully protected in the event of the bankruptcy of the
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Portfolios clearing member because the Portfolio would be limited to recovering only a pro rata share of the funds held by the clearing member on behalf of customers, with a claim against the clearing member for any deficiency. Also, the clearing member is required to transfer to the clearing house the amount of margin required by the clearing house for cleared derivatives, which amount is generally held in an omnibus account at the clearing house for all customers of the clearing member. Regulations promulgated by the CFTC require that the clearing member notify the clearing house of the initial margin provided by the clearing member to the clearing house that is attributable to each customer. However, if the clearing member does not accurately report the Portfolios initial margin, the Portfolio is subject to the risk that a clearing house will use the assets attributable to it in the clearing houses omnibus account to satisfy payment obligations a defaulting customer of the clearing member has to the clearing house. In addition, clearing members generally provide the clearing house the net amount of variation margin required for cleared swaps for all of its customers, rather than individually for each customer. A Portfolio is therefore subject to the risk that a clearing house will not make variation margin payments owed to the Portfolio if another customer of the clearing member has suffered a loss and is in default, and the risk that the Portfolio will be required to provide additional variation margin to the clearing house before the clearing house will move the Portfolios cleared derivatives positions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Portfolio, or in the event of fraud or misappropriation of customer assets by a clearing member, the Portfolio could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.
Swap Execution Facilities
Certain derivatives contracts are required to be executed through swap execution facilities (SEFs). A SEF is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. Such requirements may make it more difficult and costly for investment funds, such as a Portfolio, to enter into highly tailored or customized transactions. Trading swaps on a SEF may offer certain advantages over traditional bilateral over-the-counter trading, such as ease of execution, price transparency, increased liquidity and/or favorable pricing. Execution through a SEF is not, however, without additional costs and risks, as parties are required to comply with SEF and CFTC rules and regulations, including disclosure and recordkeeping obligations, and SEF rights of inspection, among others. SEFs typically charge fees, and if a Portfolio executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. A Portfolio also may be required to indemnify a SEF, or a broker intermediary who executes swaps on a SEF on the Portfolios behalf, against any losses or costs that may be incurred as a result of the Portfolios transactions on the SEF. In addition, a Portfolio may be subject to execution risk if it enters into a derivatives transaction that is required to be cleared, and no clearing member is willing to clear the transaction on the Portfolios behalf. In that case, the transaction might have to be terminated, and the Portfolio could lose some or all of the benefit of any increase in the value of the transaction after the time of the trade.
Risks Associated with Derivatives Regulation
The U.S. government has enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union and some other countries are implementing similar requirements, which will affect a Portfolio when it enters into a derivatives transaction with a counterparty organized in that country or otherwise subject to that countrys derivatives regulations. Clearing rules and other new rules and regulations could, among other things, restrict a Portfolios ability to engage in, or increase the cost to the Portfolio of, derivatives transactions, for example, by making some types of derivatives no longer available to the Portfolio, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. While the new rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Portfolios to new kinds of costs and risks.
For example, in the event of a counterpartys (or its affiliates) insolvency, a Portfolios ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new special resolution regimes adopted in the United States, the European Union and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect to counterparties who are subject to such proceedings in the European Union, the liabilities of such counterparties to the Portfolios could be reduced, eliminated, or converted to equity in such counterparties (sometimes referred to as a bail in).
Additionally, U.S. regulators, the EU and certain other jurisdictions have adopted minimum margin and capital requirements for uncleared derivatives transactions. These rules impose minimum margin requirements on derivatives transactions between a Portfolio and its counterparties. They impose regulatory requirements on the timing of transferring margin and the types of collateral that parties are permitted to exchange.
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These and other regulations are new and evolving, so their potential impact on the Portfolios and the financial system are not yet known.
Custodial Risk
There are risks involved in dealing with the custodians or brokers who hold a Portfolios investments or settle a Portfolios trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, a Portfolio would be delayed or prevented from recovering its assets from the custodian or broker, or its estate, and may have only a general unsecured claim against the custodian or broker for those assets. In recent insolvencies of brokers or other financial institutions, the ability of certain customers to recover their assets from the insolvents estate has been delayed, limited, or prevented, often unpredictably, and there is no assurance that any assets held by a Portfolio with a custodian or broker will be readily recoverable by the Portfolio. In addition, there may be limited recourse against non-U.S. sub-custodians in those situations in which a Portfolio invests in markets where custodial and/or settlement systems and regulations are not fully developed, including emerging markets, and the assets of the Portfolio have been entrusted to such sub-custodians. SSGA FM or an affiliate may serve as the custodian of the Portfolios.
Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)
The Portfolios, except for the Treasury Portfolios, may invest in ECDs, ETDs and YCDs. ECDs and ETDs are U.S. dollar denominated certificates of deposit issued by non-U.S. branches of domestic banks and non-U.S. banks. YCDs are U.S. dollar denominated certificates of deposit issued by U.S. branches of non-U.S. banks.
Different risks than those associated with the obligations of domestic banks may exist for ECDs, ETDs and YCDs because the banks issuing these instruments, or their domestic or non-U.S. branches, are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as loan limitations, examinations, and reserve, accounting, auditing, recordkeeping and public reporting requirements. Obligations of non-U.S. issuers also involve risks such as future unfavorable political and economic developments, withholding tax, seizures of non-U.S. deposits, currency controls, interest limitations, and other governmental restrictions that might affect repayment of principal or payment of interest, or the ability to honor a credit commitment.
Forward Commitments
Each Fund may invest in forward commitments. Each Fund may contract to purchase securities for a fixed price at a future date beyond customary settlement time consistent with the Funds ability to manage its investment portfolio and meet redemption requests. A Fund may dispose of a commitment prior to settlement if it is appropriate to do so and realize short-term profits or losses upon such sale. When effecting such transactions, cash or other liquid assets (such as liquid high quality debt obligations) held by a Fund of a dollar amount sufficient to make payment for the portfolio securities to be purchased will be segregated on the Funds records at the trade date and maintained until the transaction is settled. Such segregated assets will be marked to market on a daily basis, and if the market value of such assets declines, additional cash or assets will be segregated so that the market value of the segregated assets will equal the amount of such Funds obligations. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, or if the other party fails to complete the transaction.
Government Mortgage-Related Securities
The Government National Mortgage Association (GNMA or Ginnie Mae) is the principal federal government guarantor of mortgage-related securities. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-related securities. GNMA pass-through securities are considered to have a relatively low risk of default in that (1) the underlying mortgage loan portfolio is comprised entirely of government-backed loans and (2) the timely payment of both principal and interest on the securities is guaranteed by the full faith and credit of the U.S. Government, regardless of whether they have been collected. GNMA pass-through securities are, however, subject to the same interest rate risk as comparable privately issued mortgage-related securities. Therefore, the effective maturity and market value of a Portfolios GNMA securities can be expected to fluctuate in response to changes in interest rate levels.
Residential mortgage loans are also pooled by the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), a corporate instrumentality of the U.S. Government. The mortgage loans in FHLMCs portfolio are not government backed; FHLMC, not the U.S. Government, guarantees the timely payment of interest and ultimate collection of principal on FHLMC securities. FHLMC also issues guaranteed mortgage certificates, on which it guarantees semiannual interest payments and a specified minimum annual payment of principal.
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The Federal National Mortgage Association (FNMA or Fannie Mae) is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases residential mortgages from a list of approved seller/servicers, which include savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest only by FNMA, not the U.S. Government.
Illiquid Securities
Each Portfolio, except for the Treasury Portfolio, may invest in illiquid securities. The absence of a regular trading market for illiquid securities imposes additional risks on investments in these securities. Illiquid securities may be difficult to value and may often be disposed of only after considerable expense and delay.
Each Money Market Portfolio (and Money Market Fund) is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act). As a result, each Money Market Portfolio (and Money Market Fund) has adopted the following liquidity policies (except as noted):
1. | The Portfolio/Fund may not purchase an illiquid security if, immediately after purchase, the Portfolio/Fund would have invested more than 5% of its total assets in illiquid securities (securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the market value ascribed to them by the Portfolio/Fund); |
2. | The Portfolio/Fund may not purchase a security other than a security offering daily liquidity if, immediately after purchase, the Portfolio/Fund would have invested less than 10% of its total assets in securities offering daily liquidity (includes securities that mature or are subject to demand within one business day, cash, direct U.S. Government obligations or amounts receivable and due unconditionally within one business day on pending sales of portfolio securities.); and |
3. | The Portfolio/Fund may not purchase a security other than a security offering weekly liquidity if, immediately after purchase, the Portfolio/Fund would have invested less than 30% of its total assets in securities offering weekly liquidity (includes securities that mature or are subject to demand within five business days, cash, direct U.S. Government obligations, Government agency discount notes with remaining maturities of 60 days or less or amounts receivable and due unconditionally within five business days on pending sales of portfolio securities.). |
Each of Conservative Income Portfolio and Ultra Short Bond Portfolio (and each of their corresponding Funds) will invest no more than 15% of its net assets in illiquid securities, including repurchase agreements and time deposits of more than seven days duration.
Industrial Development and Private Activity Bonds
Industrial development bonds are issued to finance a wide variety of capital projects including: electric, gas, water and sewer systems; ports and airport facilities; colleges and universities; and hospitals. The principal security for these bonds is generally the net revenues derived from a particular facility, group of facilities, or in some cases, the proceeds of a special excise tax or other specific revenue sources. Although the principal security behind these bonds may vary, many provide additional security in the form of a debt service reserve fund whose money may be used to make principal and interest payments on the issuers obligations. Some authorities provide further security in the form of a states ability without obligation to make up deficiencies in the debt service reserve fund.
Private activity bonds are considered municipal securities if the interest paid thereon is exempt from federal income tax and they are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facilitys user to meet its financial obligations and the value of any real or personal property pledged as security for such payment. Interest income on these bonds may be an item of tax preference subject to federal alternative minimum tax for individuals and corporations.
Insured Municipal Securities
Insured municipal securities are those for which scheduled payments of interest and principal are guaranteed by a private (non-governmental) insurance company. The insurance entitles a fund to receive only the face or par value of the securities held by the fund, but the ability to be paid is limited to the claims paying ability of the insurer. The insurance does not guarantee the market value of the municipal securities or the net asset value of a Portfolios shares. Insurers are selected based upon the diversification of their portfolios and the strength of the management team which contributes to the claims paying ability of the entity. However, the Adviser selects securities based upon the underlying credit, with bond insurance viewed as an enhancement only. The Advisers objective is to have an enhancement that provides additional liquidity to insulate against volatility in changing markets.
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Interest Rate Environment Risk
In the wake of the financial crisis that began in 2007, the Federal Reserve System attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. In addition, the Federal Reserve has purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (the quantitative easing program). As a result, the United States is experiencing historically low interest rate levels. A low interest rate environment may have an adverse impact on a Portfolios ability to provide a positive yield to its shareholders and pay expenses out of Portfolio assets because of the low yields from a Portfolios portfolio investments. However, continued economic recovery and the cessation of the quantitative easing program increase the risk that interest rates will rise in the near future and that the Portfolios will face a heightened level of interest rate risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Portfolio investments, which could cause the value of a Portfolios investments and a Portfolios share price to decline or create difficulties for the Portfolio in disposing of investments. A Portfolio that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a Portfolio that does not invest in derivatives. The Portfolio could also be forced to liquidate its investments at disadvantageous times or prices, thereby adversely affecting the Portfolio. To the extent a Portfolio experiences high redemptions because of these policy changes, the Portfolio may experience increased portfolio turnover, which will increase the costs that the Portfolio incurs and lower the Portfolios performance.
Investment-Grade Bonds
The Portfolios, except for the Treasury Portfolios and the U.S. Government Portfolio, may invest in corporate notes and bonds that are rated investment-grade by a nationally recognized statistical rating organization (NRSRO) (and, in the case of the Money Market Portfolio, rated in one of the two short-term highest rating categories by at least two NRSROs or by one NRSRO if only one NRSRO has rated the security) or, if unrated, are of comparable quality to the rated securities described above, as determined by the Adviser, in accordance with procedures established by the Board of Trustees. Investment-grade securities include securities rated Baa or higher by Moodys or BBB- or higher by S&P (and securities of comparable quality); securities rated Baa by Moodys or BBB by S&P may have speculative characteristics.
Market Disruption and Geopolitical Risk
The Portfolios are subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. War, terrorism, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters and systemic market dislocations may be highly disruptive to economies and markets. Those events as well as other changes in non-U.S. and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Portfolios investments. Given the increasing interdependence between global economies and markets, conditions in one country, market, or region might adversely impact markets, issuers and/or foreign exchange rates in other countries, including the U.S. Continuing uncertainty as to the status of the Euro and the European Monetary Union (the EMU) has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU, or any continued uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of a Portfolios investments.
Mortgage-Related Securities
The Portfolios, except for the Treasury Portfolios, may invest in mortgage-related securities. Mortgage-related securities represent an interest in a pool of, or are secured by, mortgage loans. Mortgage-related securities may be issued or guaranteed by (i) U.S. Government agencies or instrumentalities such as GNMA, FNMA and FHLMC or (ii) other issuers, including private companies.
Many mortgage-related securities provide regular payments which consist of interest and, in most cases, principal. In contrast, other forms of debt securities normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. In effect, payments on many mortgage-related securities are a pass-through of the payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities.
Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans, these
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prepayments will typically result in early payment of the applicable mortgage-related securities. The occurrence of mortgage prepayments is affected by a variety of factors including the level of interest rates, general economic conditions, the location and age of the mortgage, and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of mortgage-related securities.
Because of the possibility of prepayments (and due to scheduled repayments of principal), mortgage-related securities are less effective than other types of securities as a means of locking in attractive long-term interest rates. Prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Portfolios.
Collateralized mortgage obligations (CMOs) may be issued by a U.S. Government agency or instrumentality or by a private issuer. CMOs are typically structured with classes or series that have different maturities and are generally retired in sequence. Each class of obligations receives periodic interest payments according to its terms. However, monthly principal payments and any prepayments from the collateral pool are generally paid first to the holders of the most senior class. Thereafter, payments of principal are generally allocated to the next most senior class of obligations until that class of obligations has been fully repaid. Any or all classes of obligations of a CMO may be paid off sooner than expected because of an increase in the payoff speed of the pool. Changes in prepayment rates may have significant effects on the values and the volatility of the various classes and series of a CMO. Payment of interest or principal on some classes or series of a CMO may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages. Stripped mortgage-related securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest only or IO class of stripped mortgage-related securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurable adverse effect on a Funds yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. Conversely, principal only securities or POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-related securities may be more volatile and less liquid than that for other mortgage-related securities, potentially limiting a Portfolios ability to buy or sell those securities at any particular time.
Municipal and Municipal-Related Securities
The Portfolios, except for the Money Market Portfolio, the Treasury Portfolios and the U.S. Government Portfolio, may invest in municipal and municipal-related securities. Municipal securities may bear fixed, floating or variable rates of interest or may be zero coupon securities. Municipal securities are generally of two types: general obligations and revenue obligations. General obligations are backed by the full faith and credit of the issuer. These securities include tax anticipation notes, bond anticipation notes, general obligation bonds and commercial paper. Revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Tax anticipation notes are issued to finance working capital needs of municipalities and are generally issued in anticipation of future tax revenues. Bond anticipation notes are issued in expectation of the issuer obtaining longer-term financing.
Municipal obligations are affected by economic, business or political developments. These securities may be subject to provisions of litigation, bankruptcy and other laws affecting the rights and remedies of creditors, or may become subject to future laws extending the time for payment of principal and/or interest, or limiting the rights of municipalities to levy taxes. The Portfolio may be more adversely impacted by changes in tax rates and policies than other funds. Because interest income from municipal securities is normally not subject to regular federal income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in federal income tax rates applicable to, or the continuing federal income tax-exempt status of, such interest income. Any proposed or actual changes in such rates or exempt status, therefore, can significantly affect the demand for and supply, liquidity and marketability of municipal securities. This could in turn affect a Portfolios ability to acquire and dispose of municipal securities at desirable yield and price levels. Concentration of a Portfolios investments in these municipal obligations will subject the Portfolio, to a greater extent than if such investment was not so concentrated, to the risks of adverse economic, business or political developments affecting the particular state, industry or other area of concentration. Issuers, including governmental issuers, of municipal securities may be unable to pay their obligations as they become due. Recent declines in tax revenues, and increases in liabilities, such as pension and health care liabilities, may increase the actual or perceived risk of default on such securities.
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Municipal Leases
The Portfolios, except for the Money Market Portfolio, the Treasury Portfolios and the U.S. Government Portfolio, may purchase participation interests in municipal obligations, including municipal lease/purchase agreements. Municipal leases are an undivided interest in a portion of an obligation in the form of a lease or installment purchase issued by a state or local government to acquire equipment or facilities. These instruments may have fixed, floating or variable rates of interest, with remaining maturities of 13 months or less. Certain participation interests may permit a Portfolio to demand payment on not more than seven days notice, for all or any part of the Portfolios interest, plus accrued interest.
Municipal leases frequently have special risks not normally associated with general obligation or revenue bonds. Some leases or contracts include non-appropriation clauses, which provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. To reduce these risks, the Portfolios will only purchase municipal leases subject to a non-appropriation clause when the payment of principal and accrued interest is backed by a letter of credit or guarantee of a bank.
Whether a municipal lease agreement will be considered illiquid for the purpose of a Portfolios restriction on investments in illiquid securities will be determined in accordance with procedures established by the Board of Trustees.
Other Asset-Backed Securities
The Portfolios, except for the Treasury Portfolios and the U.S. Government Portfolio, may invest in asset-backed securities that are not mortgage-related. Asset-backed securities other than mortgage-related securities represent undivided fractional interests in pools of instruments, such as consumer loans, and are typically similar in structure to mortgage-related pass-through securities. Payments of principal and interest are passed through to holders of the securities and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity, or by priority to certain of the borrowers other securities. The degree of credit-enhancement, if any, varies, applying only until exhausted and generally covering only a fraction of the securitys par value.
The value of such asset-backed securities is affected by changes in the markets perception of the asset backing the security, changes in the creditworthiness of the servicing agent for the instrument pool, the originator of the instruments, or the financial institution providing any credit enhancement and the expenditure of any portion of any credit enhancement. The risks of investing in asset-backed securities are ultimately dependent upon payment of the underlying instruments by the obligors, and a Fund would generally have no recourse against the obligee of the instruments in the event of default by an obligor. The underlying instruments are subject to prepayments which shorten the duration of asset-backed securities and may lower their return, in generally the same manner as described above for prepayments of pools of mortgage loans underlying mortgage-related securities.
Pre-Refunded Municipal Securities
The interest and principal payments on pre-refunded municipal securities are typically paid from the cash flow generated from an escrow fund consisting of U.S. Government securities. These payments have been pre-refunded using the escrow fund.
Purchase of Other Investment Company Shares
Each Portfolio, except for the Treasury Portfolios, may, to the extent permitted under the 1940 Act and exemptive rules and orders thereunder, invest in shares of other investment companies, which include funds managed by SSGA FM, which invest exclusively in money market instruments or in investment companies with investment policies and objectives which are substantially similar to those of the Portfolios. These investments may be made temporarily, for example, to invest uncommitted cash balances or, in limited circumstances, to assist in meeting shareholder redemptions.
Repurchase Agreements
Each Portfolio, except for the Treasury Portfolio, may enter into repurchase agreements with banks and other financial institutions, such as broker-dealers. Under a repurchase agreement, the Portfolio purchases securities from a financial institution that agrees to repurchase the securities at the Portfolios original purchase price plus interest within a specified time (normally one business day).
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The Portfolio will limit repurchase transactions to those member banks of the Federal Reserve System, broker-dealers and other financial institutions whose creditworthiness the Adviser considers satisfactory. Should the counterparty to a transaction fail financially, the Portfolio may encounter delay and incur costs before being able to sell the securities, or may be prevented from realizing on the securities. Further, the amount realized upon the sale of the securities may be less than that necessary to fully compensate the Portfolio.
Reverse Repurchase Agreements
The Portfolios, except for the Treasury Portfolios, may enter into reverse repurchase agreements. Under reverse repurchase agreements, a Portfolio transfers possession of portfolio securities to financial institutions in return for cash in an amount equal to a percentage of the portfolio securities market value and agrees to repurchase the securities at a future date by repaying the cash with interest. Each Portfolio retains the right to receive interest and principal payments from the securities. Cash or liquid high quality debt obligations from a Portfolios portfolio equal in value to the repurchase price including any accrued interest will be segregated by the Custodian on the Portfolios records while a reverse repurchase agreement is in effect. Reverse repurchase agreements involve the risk that the market value of securities sold by a Portfolio may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements involve the risk that the buyer of the securities sold might be unable to deliver them when a Portfolio seeks to repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, a Portfolio may be delayed or prevented from recovering the security that it sold.
Section 4(a)(2) Commercial Paper/Rule 144A Securities
Each Portfolio, except for the Treasury Portfolios, may invest in commercial paper issued in reliance on the so called private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (1933 Act) (Section 4(a)(2) paper). The U.S. Government Portfolio may invest in Rule 144A securities, but not Section 4(a)(2) paper.
Section 4(a)(2) paper is restricted as to disposition under the federal securities laws and generally is sold to investors who agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be a transaction exempt from the registration requirements of the 1933 Act. Section 4(a)(2) paper normally is resold to other institutional investors like the Portfolios through or with the assistance of the issuer or investment dealers that make a market in Section 4(a)(2) paper. Rule 144A securities generally must be sold only to other institutional investors. Section 4(a)(2) paper and Rule 144A securities will not be considered illiquid for purposes of each Funds and Portfolios percentage limitations on illiquid securities when the Adviser (pursuant to guidelines adopted by the Board of Trustees of the Trust (the Board of Trustees or the Board)) determines that a liquid trading market exists for the securities in question. There can be no assurance that a liquid trading market will exist at any time for any particular Section 4(a)(2) paper or Rule 144A securities.
Tax Exempt Commercial Paper
The Portfolios, except for the Money Market Portfolio, the Treasury Portfolios and the U.S. Government Portfolio, may invest in tax exempt commercial paper. Tax exempt commercial paper is a short-term obligation with a stated maturity of 365 days or less. It is typically issued to finance seasonal working capital needs or as short-term financing in anticipation of longer term financing. Each instrument may be backed only by the credit of the issuer or may be backed by some form of credit enhancement, typically in the form of a guarantee by a commercial bank. Commercial paper backed by guarantees of foreign banks may involve additional risk due to the difficulty of obtaining and enforcing judgments against such banks and the generally less restrictive regulations to which such banks are subject. The Portfolios will only invest in commercial paper rated at the time of purchase not less than Prime-1 by Moodys, A-1 by S&P or F-1 by Fitch Ratings. See Appendix A for more information on the ratings of debt instruments.
Tender Option Bonds
A tender option is a municipal obligation (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax exempt rates, that has been coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the municipal obligations fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate. Subject to applicable regulatory requirements, a Portfolio may buy tender option bonds if the agreement gives the Portfolio the right to tender the bond to its sponsor no less frequently than once every 397 days. The Adviser will consider on an
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ongoing basis the creditworthiness of the issuer of the underlying obligation, any custodian and the third party provider of the tender option. In certain instances and for certain tender option bonds, the option may be terminable in the event of a default in payment of principal or interest on the underlying municipal obligation and for other reasons.
Treasury Inflation-Protected Securities
The Portfolios, except for the Treasury Portfolios, may invest in Inflation-Protection Securities (TIPSs), a type of inflation-indexed Treasury security. TIPSs typically provide for semiannual payments of interest and a payment of principal at maturity. In general, each payment will be adjusted to take into account any inflation or deflation that occurs between the issue date of the security and the payment date based on the Consumer Price Index for All Urban Consumers (CPI-U).
Each semiannual payment of interest will be determined by multiplying a single fixed rate of interest by the inflation-adjusted principal amount of the security for the date of the interest payment. Thus, although the interest rate will be fixed, the amount of each interest payment will vary with changes in the principal of the security as adjusted for inflation and deflation.
TIPSs also provide for an additional payment (a minimum guarantee payment) at maturity if the securitys inflation-adjusted principal amount for the maturity date is less than the securitys principal amount at issuance. The amount of the additional payment will equal the excess of the securitys principal amount at issuance over the securitys inflation-adjusted principal amount for the maturity date.
U.S. Government Securities
Each Portfolio may purchase U.S. Government securities. With respect to U.S. Government securities, the Treasury Portfolio will invest exclusively in direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes and bonds maturing within 397 days, and other mutual funds, subject to regulatory limitations, that invest exclusively in such obligations. The Treasury Plus Portfolio will invest only in direct obligations of the U.S. Treasury (U.S. Treasury bills, notes and bonds) and repurchase agreements collateralized by these obligations. The types of U.S. Government obligations in which each other Portfolio may at times invest include: (1) U.S. Treasury obligations and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government agency or instrumentality, or (d) the credit of the instrumentality (examples of agencies and instrumentalities are: Federal Land Banks, Federal Housing Administration, Federal Farm Credit Bank, Farmers Home Administration, Export-Import Bank of the United States, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, General Services Administration, Maritime Administration, Tennessee Development Bank, Asian-American Development Bank, International Bank for Reconstruction and Development and Federal National Mortgage Association (Fannie Mae or FNMA). No assurance can be given that in the future the U.S. Government will provide financial support to U.S. Government securities it is not obligated to support.
The Portfolios may purchase U.S. Government obligations on a forward commitment basis.
Variable Amount Master Demand Notes
The Portfolios, except for the Treasury Portfolios, may invest in variable amount master demand notes which are unsecured obligations that are redeemable upon demand and are typically unrated. These instruments are issued pursuant to written agreements between their issuers and holders. The agreements permit the holders to increase (subject to an agreed maximum) and the holders and issuers to decrease the principal amount of the notes, and specify that the rate of interest payable on the principal fluctuates according to an agreed formula. Generally, changes in interest rates will have a smaller effect on the market value of these securities than on the market value of comparable fixed income obligations. Thus, investing in these securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities. There may be no active secondary market with respect to a particular variable rate instrument.
Variable and Floating Rate Securities
The Portfolios may invest in variable and floating rate securities. In general, variable rate securities are instruments issued or guaranteed by entities such as (1) U.S. Government, or an agency or instrumentality thereof, (2) corporations, (3) financial institutions, (4) insurance companies or (5) trusts that have a rate of interest subject to adjustment at regular intervals. A variable rate security provides for the automatic establishment of a new interest rate on set dates. Interest rates on these securities are ordinarily tied to, and are a percentage of, a widely recognized interest rate, such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified
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bank. These rates may change as often as twice daily. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed income obligations. Thus, investing in variable and floating rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities. Variable rate obligations will be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate.
When-Issued Securities
Each Portfolio may purchase securities on a when-issued basis. Delivery of and payment for these securities may take place as long as a month or more after the date of the purchase commitment. The value of these securities is subject to market fluctuation during this period, and no income accrues to the Portfolio until settlement takes place. When entering into a when-issued transaction, the Portfolio will rely on the other party to consummate the transaction; if the other party fails to do so, the Portfolio may be disadvantaged. The Portfolios will not invest more than 25% of their respective net assets in when-issued securities.
Securities purchased on a when-issued basis and held by a Portfolio are subject to changes in market value based upon actual or perceived changes in the level of interest rates. Generally, the value of such securities will fluctuate inversely to changes in interest rates i.e., they will appreciate in value when interest rates decline and decrease in value when interest rates rise. Therefore, if in order to achieve higher interest income a Portfolio remains substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be a greater possibility of fluctuation in the Portfolios NAV.
Zero Coupon Securities
The Portfolios, except for the Treasury Portfolios, may invest in zero coupon securities. Zero coupon securities are notes, bonds and debentures that: (1) do not pay current interest and are issued at a substantial discount from par value; (2) have been stripped of their unmatured interest coupons and receipts; or (3) pay no interest until a stated date one or more years into the future. These securities also include certificates representing interests in such stripped coupons and receipts. Generally, changes in interest rates will have a greater impact on the market value of a zero coupon security than on the market value of the comparable securities that pay interest periodically during the life of the instrument. In the case of any zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance that are treated as issued originally at a discount, a Portfolio will be required to accrue original issue discount (OID) for U.S. federal income tax purposes and, in the case of a Portfolio treated as a RIC, may as a result be required to pay out as an income distribution an amount which is greater than the total amount of cash interest the Portfolio actually received. To generate sufficient cash to make the requisite distributions to maintain its qualification for treatment as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code), a Portfolio that is taxed as a RIC may be required to sell investments, including at a time when it may not be advantageous to do so.
The Portfolios, except for the Treasury Portfolios, may invest no more than 25% of their respective total assets in stripped securities that have been stripped by their holder, typically a custodian bank or investment brokerage firm. Privately-issued stripped securities are not themselves guaranteed by the U.S. Government, but the future payment of principal or interest on U.S. Treasury obligations which they represent is so guaranteed.
Asset Segregation and Coverage
A Portfolio may be required to earmark or otherwise segregate liquid assets in respect of its obligations under derivatives transactions that involve contractual obligations to pay in the future, or a Portfolio may engage in other measures to cover its obligations with respect to such transactions. The amounts that are earmarked or otherwise segregated may be based on the notional value of the derivative or on the daily mark-to-market obligation under the derivatives contract and may be reduced by amounts on deposit with the applicable broker or counterparty to the derivatives transaction. In certain circumstances, a Portfolio may enter into an offsetting position rather than earmarking or segregating liquid assets. A Portfolio may modify its asset segregation and coverage policies from time to time. Although earmarking or segregating may in certain cases have the effect of limiting a Portfolios ability to engage in derivatives transactions, the extent of any such limitation will depend on a variety of factors, including the method by which the Fund determines the nature and amount of assets to be earmarked or segregated.
Fundamental Investment Restrictions
The Portfolios in which the Funds invest each have substantially the same investment restrictions as their corresponding Funds. In reviewing the description of a Funds investment restrictions below, you should assume that the investment restrictions of the corresponding Portfolio are the same in all material respects as those of the Fund.
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The Trust has adopted the following restrictions applicable to the Funds, which may not be changed without the affirmative vote of a majority of the outstanding voting securities of a Fund, which is defined in the 1940 Act to mean the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund and (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are present at the meeting in person or by proxy.
1. | A Fund may borrow money and issue senior securities to the extent consistent with applicable law from time to time. |
2. | A Fund may make loans, including to affiliated investment companies, to the extent consistent with applicable law from time to time. |
3. | A Fund may purchase or sell commodities to the extent consistent with applicable law from time to time. |
4. | A Fund may purchase, sell or hold real estate to the extent consistent with applicable law from time to time. |
5. | A Fund may underwrite securities to the extent consistent with applicable law from time to time. |
For the Money Market Funds:
6. | A Fund may not purchase any security if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: each Fund is permitted to invest without limit in government securities (as defined in the 1940 Act), tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing and bankers acceptances, certificates of deposit and similar instruments issued by: (i) U.S. banks, (ii) U.S. branches of foreign banks (in circumstances in which the Adviser determines that the U.S. branches of foreign banks are subject to the same regulation as U.S. banks), (iii) foreign branches of U.S. banks (in circumstances in which the Adviser determines that the Fund will have recourse to the U.S. bank for the obligations of the foreign branch), and (iv) foreign branches of foreign banks (to the extent that the Adviser determines that the foreign branches of foreign banks are subject to the same or substantially similar regulations as U.S. banks). |
With respect to investment policy on concentration (#6 above), a Money Market Fund may concentrate in bankers acceptances, certificates of deposit and similar instruments when, in the opinion of the Adviser, the yield, marketability and availability of investments meeting the Funds quality standards in the banking industry justify any additional risks associated with the concentration of the Funds assets in such industry.
For Conservative Income Fund and Ultra Short Bond Fund:
6. | A Fund may not purchase any security if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: the Fund is permitted to invest without limit in government securities (as defined in the 1940 Act) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing. |
For purposes of the above investment limitation number 6, in the case of a tax-exempt bond issued by a non-governmental user, where the tax-exempt bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. For each Fund, all percentage limitations (except the limitation to borrowings) on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions expressly identified as fundamental, or to the extent designated as such in the Prospectus with respect to a Fund, the other investment policies described in this SAI or in the Prospectus are not fundamental and may be changed by approval of the Trustees without shareholder approval.
Non-Fundamental Investment Restrictions
Names Rule Policy
To the extent a Fund is subject to Rule 35d-1 under the 1940 Act, the Fund has an investment policy, described in the Funds prospectus, to, under normal circumstances, invest at least 80% of its assets in the particular types of investments suggested by the Funds name (a Name Policy). Assets for the purposes of a Name Policy are net assets plus the amount of any borrowings for investment purposes. The percentage limitation applies at the time of purchase of an investment. A Funds Name Policy may be changed by the Board of Trustees of the Trust without shareholder approval. However, to the extent required by SEC regulations, shareholders will be provided with at least sixty (60) days notice prior to any change in a Funds Name Policy.
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Additional Information
Fundamental Investment Restrictions (1) through (5), as numbered above limit a Funds ability to engage in certain investment practices and purchase securities or other instruments to the extent consistent with applicable law as that law changes from time to time. Applicable law includes the 1940 Act, the rules or regulations thereunder and applicable orders of SEC as are currently in place. In addition, interpretations and guidance provided by the SEC staff may be taken into account, where deemed appropriate by a Fund, to determine if an investment practice or the purchase of securities or other instruments is permitted by applicable law. As such, the effects of these limitations will change as the statute, rules, regulations or orders (or, if applicable, interpretations) change, and no shareholder vote will be required or sought when such changes permit or require a resulting change in practice.
Disclosure of Portfolio Holdings
Introduction
The policies set forth below to be followed by State Street Bank and Trust Company (State Street) and SSGA FM ( collectively, the Service Providers) for the disclosure of information about the portfolio holdings of the SSGA Funds, State Street Master Funds, and State Street Institutional Investment Trust (each, a Trust). These disclosure policies are intended to ensure compliance by the Service Providers and the Trust with applicable regulations of the federal securities laws, including the 1940 Act and the Investment Advisers Act of 1940, as amended. The Board of Trustees of the Trust must approve all material amendments to the policy.
General Policy
It is the policy of the Service Providers to protect the confidentiality of client holdings and prevent the selective disclosure of non-public information concerning the Trust.
No information concerning the portfolio holdings of the Trust may be disclosed to any party (including shareholders) except as provided below. The Service Providers are not permitted to receive compensation or other consideration in connection with disclosing information about a Funds portfolio to third parties. In order to address potential conflicts between the interest of Fund shareholders, on the one hand, and those of the Service Providers or any affiliated person of those entities or of the Fund, on the other hand, the Funds policies require that non-public disclosures of information regarding the Funds portfolio may be made only if there is a legitimate business purpose consistent with fiduciary duties to all shareholders of the Fund.
The Board of Trustees of the Trust exercises continuing oversight over the disclosure of each Funds holdings by (i) overseeing the implementation and enforcement of the portfolio holding disclosure policy, Codes of Ethics and other relevant policies of each Fund and its service providers by the Trusts Chief Compliance Officer (CCO) and (2) considering reports and recommendations by the Trusts CCO concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act). The Board reserves the right to amend the policy at any time without prior notice in its sole discretion.
Publicly Available Information. Any party may disclose portfolio holdings information after the holdings are publicly available.
Disclosure of the complete holdings of each Fund is required to be made quarterly within 60 days of the end of the Funds fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q (filed after the first and third fiscal quarters). These reports are available, free of charge, on the EDGAR database on the SECs website at www.sec.gov . Each Fund will also make complete portfolio holdings available generally no later than 60 calendar days after the end of such Funds fiscal quarter or subsequent to periodic portfolio holdings disclosure in the Funds filings with the SEC or on the Funds website.
For Money Market Funds: Each Fund generally will post on its website (or, in the case of a Portfolio, on the corresponding Feeder Funds website) a full list of its portfolio holdings each Friday reflecting the portfolio holdings of the fund on the immediately preceding Wednesday. Each Fund will also post a full list of its portfolio holdings on its website (or, in the case of a Portfolio, on the corresponding Funds website) no later than the fifth business day of each month, reflecting its portfolio holdings as of the last business day of the previous month. Such monthly posting shall contain such information as required by Rule 2a-7(c)(12) under the 1940 Act and remain posted on the website for not less than six months.
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Information about each Funds 10 largest holdings generally is posted on the Funds website at SSGAFUNDS.com within 30 days following the end of each month.
Press Interviews Brokers and Other Discussions
Portfolio managers and other senior officers or spokespersons of the Service Providers or the Trust may disclose or confirm the ownership of any individual portfolio holding position to reporters, brokers, shareholders, consultants or other interested persons only if such information has been previously publicly disclosed in accordance with these disclosure policies. For example, a portfolio manager discussing the Trust may indicate that he owns XYZ Company for the Trust only if the Trusts ownership of such company has previously been publicly disclosed.
Trading Desk Reports
State Street Global Advisors (SSGA) trading desk may periodically distribute lists of investments held by its clients (including the Trust) for general analytical research purposes. In no case may such lists identify individual clients or individual client position sizes. Furthermore, in the case of equity securities, such lists shall not show aggregate client position sizes.
Miscellaneous
Confidentiality Agreement . No non-public disclosure of the Funds portfolio holdings will be made to any party unless such party has signed a written Confidentiality Agreement. For purposes of the disclosure policies, any Confidentiality Agreement must be in a form and substance acceptable to, and approved by, the Trusts officers.
Evaluation Service Providers. There are numerous mutual fund evaluation services (such as Morningstar, Inc. and Broadridge Financial Solutions, Inc., formerly, Lipper, Inc.) and due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds in order to monitor and report on various attributes. These services and departments then distribute the results of their analysis to the public, paid subscribers and/or in-house brokers. In order to facilitate the review of the Trust by these services and departments, the Trust may distribute (or authorize the Service Providers and the Trusts custodian or fund accountants to distribute) month-end portfolio holdings to such services and departments only if such entity has executed a confidentiality agreement.
Additional Restrictions . Notwithstanding anything herein to the contrary, the Trusts Board of Trustees, State Street and SSGA FM may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio information beyond those found in these disclosure policies.
Waivers of Restrictions. These disclosure policies may not be waived, or exceptions made, without the consent of the Trusts officers. All waivers and exceptions involving the Trust will be disclosed to the Board of Trustees of the Trust no later than its next regularly scheduled quarterly meeting.
Disclosures Required by Law . Nothing contained herein is intended to prevent the disclosure of portfolio holdings information as may be required by applicable law. For example, SSGA FM, State Street, the Trust or any of its affiliates or service providers may file any report required by applicable law (such as Schedules 13D, 13G and 13F or Form N-MFP), respond to requests from regulators and comply with valid subpoenas.
MANAGEMENT OF THE TRUST AND STATE STREET MASTER FUNDS
The Board of Trustees is responsible for overseeing generally the management, activities and affairs of the Funds and has approved contracts with various organizations to provide, among other services, day-to-day management required by the Trust (see the section called Investment Advisory and Other Services). The Board has engaged the Adviser to manage the Funds on a day-to day basis. The Board is responsible for overseeing the Adviser and other service providers in the operation of the Trust in accordance with the provisions of the 1940 Act, applicable Massachusetts law and regulation, other applicable laws and regulations, and the Amended and Restated Declaration of Trust. The Trustees listed below are also Trustees of the SSGA Funds, the State Street Master Funds and the State Street Navigator Securities Lending Trust (the Navigator Trust) and their respective series. Except for Messrs. Holland and Taber, the Trustees listed below are also Trustees of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts (collectively, the Elfun Funds). The following table provides information with respect to each Trustee, including those Trustees who are not considered to be interested as that term is defined in the 1940 Act (the Independent Trustees), and each officer of the Trusts.
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INDEPENDENT TRUSTEES |
||||||||||
Michael F. Holland c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1944 |
Trustee and Co-Chairman of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). |
60 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc. (2007-2017); Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loans (and Real Estate) Funds. | |||||
Patrick J. Riley c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chairman of the Board |
Term: Indefinite Elected: 1/14 |
2002 to May 2010, Associate Justice of the Superior Court, Commonwealth of Massachusetts; 1985 to 2002, Partner, Riley, Burke & Donahue, L.L.P. (law firm); 1998 to Present, Independent Director, State Street Global Advisers Ireland, Ltd. (investment company); 1998 to Present, Independent Director, SSGA Liquidity plc (formerly, SSGA Cash Management Fund plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | 66 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). | |||||
William L. Marshall c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1942 |
Trustee and Co-Chairman of the Audit Committee |
Term: Indefinite Elected: 1/14 |
July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. | 66 |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association. |
20
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Richard D. Shirk c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1945 |
Trustee and Co-Chairman of the Qualified Legal and Compliance Committee |
Term: Indefinite Elected: 1/14 |
March 2001 to April 2002, Chairman (1996 to March 2001, President and Chief Executive Officer), Cerulean Companies, Inc. (holding company) (Retired); 1992 to March 2001, President and Chief Executive Officer, Blue Cross Blue Shield of Georgia (health insurer, managed healthcare). | 66 | 1998 to December 2008, Chairman, Board Member and December 2008 to Present, Investment Committee Member, Healthcare Georgia Foundation (private foundation); September 2002 to 2012, Lead Director and Board Member, Amerigroup Corp. (managed health care); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, Gettysburg College; Board member, Aerocare Holdings, Regenesis Biomedical Inc. | |||||
Rina K. Spence c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chair of the Qualified Legal and Compliance Committee and Co-Chair of the Governance Committee |
Term: Indefinite Elected: 7/99 |
President of SpenceCare International LLC (international healthcare consulting) (1999 present); Chief Executive Officer, IEmily.com (health internet company) (2000 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998 1999); Founder, President and Chief Executive Officer of Spence Center for Womens Health (1994 1998); President and CEO, Emerson Hospital (1984 1994); Honorary Consul for Monaco in Boston (2015 present). |
66 |
Trustee, Eastern Enterprise (utilities) (1988 2000); Director, Berkshire Life Insurance Company of America (1993 2009). |
21
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Bruce D. Taber c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1943 |
Trustee and Co-Chairman of the Valuation Committee and Co- Chairman of the Governance Committee | Term: Indefinite Elected: 1/14 |
Retired; 1999 to 2016, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). |
60 | ||||||
Douglas T. Williams c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1940 |
Trustee and Co-Chairman of the Audit Committee |
Term: Indefinite Elected: 7/99 |
Retired Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 - 1999); President, Boston Stock Exchange Depository Trust Company, 1981-1982; Treasurer, Nantucket Educational Trust, (2002-2007); Executive Vice President and Global Head of Technology and Operations, JP Morgan Chase (1994 to 1998). | 66 | ||||||
Michael A. Jessee c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairman of the Valuation Committee |
Term: Indefinite Appointed: 7/16 |
Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 2009); Trustee, Randolph-Macon College (2004 2016). | 66 |
22
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INTERESTED TRUSTEE (1) |
||||||||||
James E. Ross SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Trustee |
Term: Indefinite Appointed: 2/07 |
Chairman and Director, SSGA Funds Management, Inc. (2005-present); Executive Vice President, State Street Global Advisors (2012-present); Chief Executive Officer and Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present); Director, State Street Global Markets, LLC (2013 - April 2017); President, SSGA Funds Management, Inc. (2005 2012); Principal, State Street Global Advisors (2000-2005). |
227 | SSGA SPDR ETFs Europe I plc (Director) (November 2016 present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 present). |
| For the purpose of determining the number of portfolios overseen by the Trustees, Fund Complex comprises registered investment companies for which SSGA FM serves as investment adviser. |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA FM, an affiliate of the Trust. |
The following lists the principal officers for the Trust and State Street Master Funds, as well as their mailing addresses and ages, positions with the Trusts and length of time served, and present and principal occupations:
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
OFFICERS: |
||||||
Ellen M. Needham SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
President | Term: Indefinite Elected: 10/12 | President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* | |||
Bruce S. Rosenberg SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1961 |
Treasurer | Term: Indefinite Elected: 2/16 | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 present); Director, Credit Suisse (April 2008 July 2015). | |||
Ann M. Carpenter SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1966 |
Vice President and Deputy Treasurer |
Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 |
Chief Operating Officer, SSGA Funds Management, Inc. (April 2005 present) *; Managing Director, State Street Global Advisors. (2005 present).* |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
Chad C. Hallett SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Deputy Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 present); Vice President, State Street Bank and Trust Company (2001 November 2014).* | |||
Darlene Anderson-Vasquez SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1968 |
Deputy Treasurer |
Term: Indefinite Elected: 11/16 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 present); Senior Vice President, John Hancock Investments (September 2007 May 2016). | |||
Arthur A. Jensen SSGA Funds Management, Inc. 1600 Summer Street Stamford, CT 06905 YOB: 1966 |
Deputy Treasurer |
Term: Indefinite Elected: 11/16 |
Vice President at State Street Global Advisors (July 2016 present); Deputy Treasurer of Elfun Funds (July 2016 present); Treasurer of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds (June 2011 present); Treasurer of Elfun Funds (June 2011 July 2016); Mutual Funds Controller of GE Asset Management Incorporated (April 2011 July 2016). |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
Sujata Upreti SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1974 |
Assistant Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 present); Assistant Director, Cambridge Associates, LLC (July 2014 January 2015); Vice President, Bank of New York Mellon (July 2012 August 2013); Manager, PricewaterhouseCoopers, LLP (September 2003 July 2012). | |||
Daniel Foley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1972 |
Assistant Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 present).* | |||
Daniel G. Plourde SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1980 |
Assistant Treasurer |
Term: Indefinite Elected: 5/17 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 present); Officer, State Street Bank and Trust Company (March 2009 May 2015). | |||
Brian Harris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1973 |
Chief Compliance Officer, Anti-Money Laundering Officer and Code of Ethics Compliance Officer |
Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (2013Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (September 2010 May 2013). | |||
Joshua A. Weinberg SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1978 |
Chief Legal Officer |
Term: Indefinite Elected: 2/15 |
Managing Director and Managing Counsel, State Street Global Advisors (2011 present)*; Clerk, SSGA Funds Management, Inc. (2013 present); Associate, Financial Services Group, Dechert LLP (2005 2011). | |||
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7 th Floor Boston, MA 02111-2900 YOB: 1976 |
Secretary |
Term: Indefinite Elected: 9/16 |
Vice President and Managing Counsel, State Street Bank and Trust Company (2013 present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007-2013). | |||
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111-2900 YOB: 1983 |
Assistant Secretary |
Term: Indefinite Elected: 5/16 |
Vice President and Counsel, State Street Bank and Trust Company (2015- present); Regulatory Advisor, JPMorgan (2014 2015); Claims Case Manager, Liberty Mutual Insurance (2012 2014); Contract Attorney, Various Law Firms (2011 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
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The By-Laws of the Trust provide that the Trust shall indemnify each person who is or was a Trustee of the Trust against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings if the person in good faith and reasonably believes that his or her conduct was in the Trusts best interest. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.
Summary of Trustees Qualifications
Following is a summary of the experience, attributes and skills which qualify each Trustee to serve on the Boards of Trustees of the Trust and State Street Master Funds.
Michael F. Holland: Mr. Holland is an experienced business executive with over 47 years of experience in the financial services industry including 22 years as a portfolio manager of another registered mutual fund; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees and related committees of State Street Institutional Investment Trust and State Street Master Funds for 18 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee of the Navigator Trust.
Rina K. Spence: Ms. Spence is an experienced business executive with over 37 years of experience in the health care industry; her experience includes service as a trustee, director or officer of various investment companies, charities and utility companies and chief executive positions for various health care companies. She has served on the Board of Trustees and related committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. She also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Douglas T. Williams: Mr. Williams is an experienced business executive with over 44 years of experience in the banking industry; his experience includes service as a trustee or director of various investment companies and charities and senior executive positions of major bank organizations. He has served on the Board of Trustees and related committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
James E. Ross: Mr. Ross is an experienced business executive with over 28 years of experience in the financial services industry; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees of the State Street Institutional Investment Trust and the State Street Master Funds for 11 years and as President of the trusts for over 11 years and possesses significant experience regarding the Trusts operations and history. He also serves as a Trustee of the Navigator Trust, the Elfun Funds and additional trusts that include series for which SSGA FM serves as investment adviser. Mr. Ross is also a senior executive officer of State Street Global Advisors and Chief Executive Officer of State Street Global Advisors Funds Distributors, LLC. Mr. Ross is also on the Board of Governors of the Investment Company Institute.
William L. Marshall: Mr. Marshall is an experienced business executive with over 48 years of experience in the financial services industry; his experience includes service as an advisor trustee or officer of various investment companies and charities. He has served on the Board of Trustees and related committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 41 years of experience in the legal and financial services industries; his experience includes service as a trustee or director of various investment companies and Associate Justice of the Superior Court of the Commonwealth of Massachusetts. He has served on the Board of Trustees and related committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 49 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board of Trustees and related committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 44 years of experience in the power generation, technology and engineering industries; his experience includes service as a trustee or director of various investment companies. He has served on the Board of Trustees and related committees of SSGA Funds for 26 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust.
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Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the banking industry. He previously served as President and Chief Executive Officer of the Federal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on the Navigator Trusts Board of Trustees and related committees for 22 years and possesses significant experience regarding the Trusts operations and history. He also serves as a Trustee of the Elfun Funds.
References to the experience, attributes and skills of Trustees above are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Standing Committees
The Board of Trustees has established various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the Trust, and the Trusts shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board has created an Audit Committee, Governance Committee, Valuation Committee and Qualified Legal and Compliance Committee.
The Audit Committee is composed of all of the Independent Trustees. The Audit Committee meets twice a year, or more often as required, in conjunction with meetings of the Board of Trustees. The Audit Committee oversees and monitors the Trusts internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the independent accountants for the Trust. The Audit Committee is responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of the independent accountants, including non-audit services performed. The Audit Committee reviews the qualifications of the independent accountants key personnel involved in the foregoing activities and monitors the independent accountants independence. During the fiscal year ended December 31, 2017, the Audit Committee held four meetings.
The Governance Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee, including the Nominating Committee (a sub-committee of the Governance Committee), is to review and evaluate the composition and performance of the Board; make nominations for membership on the Board and committees; review the responsibilities of each committee; and review governance procedures, compensation of Independent Trustees and independence of outside counsel to the Trustees. The Nominating Committee will consider nominees to the Board recommended by shareholders. Recommendations should be submitted in accordance with the procedures set forth in the Nominating Committee Charter and should be submitted in writing to the Trust, to the attention of the Trusts Secretary, at the address of the principal executive offices of the Trust. Shareholder recommendations must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. The Governance Committee performs an annual self-evaluation of Board members. During the fiscal year ended December 31, 2017, the Governance Committee held two meetings.
The Valuation Committee is composed of all the Independent Trustees. The Valuation Committees primary purpose is to review the actions and recommendations of the Advisers Oversight Committee no less often than quarterly. The Trust has established procedures and guidelines for valuing portfolio securities and making fair value determinations from time to time through the Valuation Committee, with the assistance of the Oversight Committee, State Street and SSGA FM. During the fiscal year ended December 31, 2017, the Valuation Committee held four meetings.
The Qualified Legal and Compliance Committee (the QLCC) is composed of all the Independent Trustees. The primary functions of the QLCC are to receive quarterly reports from the CCO; to oversee generally the Trusts responses to regulatory inquiries; and to investigate matters referred to it by the Chief Legal Officer and make recommendations to the Board regarding the implementation of an appropriate response to evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Trust, its officers or the Trustees. During the fiscal year ended December 31, 2017, the QLCC held four meetings.
Leadership Structure and Risk Management Oversight
The Board has chosen to select different individuals as Co-Chairpersons of the Board of the Trust and as President of the Trust. Currently, Mr. Holland and Mr. Riley, both Independent Trustees, serve as Co-Chairpersons of the Board, Mr. Marshall and
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Mr. Williams serve as Co-Chairpersons of the Audit Committee, Mr. Shirk and Ms. Spence serve as Co-Chairpersons of the QLCC, Mr. Jessee and Mr. Taber serve as Co-Chairpersons of the Valuation Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee.
Mr. Ross, who is also an employee of the Adviser, serves as a Trustee of the Trust and Ellen Needham, who is also an employee of the Adviser, serves as President of the Trust. The Board believes that this leadership structure is appropriate, since Mr. Ross and Ms. Needham provide the Board with insight regarding the Trusts day-to-day management, while Mr. Holland and Mr. Riley provide an independent perspective on the Trusts overall operation and Mr. Marshall and Mr. Williams provide a specialized perspective on audit matters.
The Board has delegated management of the Trust to service providers who are responsible for the day-to-day management of risks applicable to the Trust. The Board oversees risk management for the Trust in several ways. The Board receives regular reports from both the CCO and administrator for the Trust, detailing the results of the Trusts compliance with its Board-adopted policies and procedures, the investment policies and limitations of the Funds, and applicable provisions of the federal securities laws and the Code. As needed, the Adviser discusses management issues regarding the Trust with the Board, soliciting the Boards input on many aspects of management, including potential risks to the Funds. The Boards Audit Committee also receives reports on various aspects of risk that might affect the Trust and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to the Independent Trustees, the independent registered public accounting firm, counsel to the Trust, the CCO and representatives of management, as needed. Through these regular reports and interactions, the Board oversees the risk management parameters for the Trust, which are effected on a day-to-day basis by service providers to the Trust.
Trustee Ownership of Securities of the Trust, Adviser and Distributor
As of December 31, 2017 none of the Independent Trustees or their immediate family members had any ownership of securities of the Adviser, State Street Global Advisors Funds Distributors, LLC (SSGA FD), the Trusts distributor, or any person directly or indirectly controlling, controlled by or under common control with the Adviser or SSGA FD.
The following table sets forth information describing the dollar range of the Trusts equity securities beneficially owned by each Trustee as of December 31, 2017.
Name of Independent Trustee |
Dollar Range Of Equity Securities In The Funds |
Aggregate Dollar Range
Of Equity Securities In All Registered Investment Companies Overseen By Trustees In Family of Investment Companies |
||
Michael F. Holland |
None | None | ||
William L. Marshall |
None | Over $100,000 | ||
Patrick J. Riley |
None | Over $100,000 | ||
Richard D. Shirk |
None | Over $100,000 | ||
Rina K. Spence |
None | None | ||
Bruce D. Taber |
None | Over $100,000 | ||
Douglas T. Williams |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustee |
||||
James E. Ross |
None | Over $100,000 |
Trustee Compensation
As of July 1, 2016, except as noted below, each Independent Trustee receives for his or her services to the State Street Master Funds, the State Street Institutional Investment Trust, the SSGA Funds, the Elfun Funds and the Navigator Trust, a $170,000 annual base retainer in addition to $22,500 for each in-person meeting, $6,000 for each special in-person meeting and $2,500 for each telephonic
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meeting from the Trusts. The Trust pays a fixed allocation of $18,000 per Fund. The Co-Chairmen receive an additional $50,000 annual retainer. The annual base retainer payable to Mr. Holland and to Mr. Taber is $164,000, and the annual Co-Chairmen retainer payable to Mr. Holland is $49,000 in light of the fact that neither Mr. Holland nor Mr. Taber serves as a member of the Board of Trustees of the Elfun Funds. The Independent Trustees are reimbursed for travel and other out-of pocket expenses in connection with meeting attendance. As of the date of this SAI, the Trustees were not paid pension or retirement benefits as part of the Trusts expenses.
The Trusts officers are compensated by the Adviser and its affiliates.
The following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2017:
AGGREGATE
COMPENSATION FROM THE TRUST |
PENSION OR
RETIREMENT BENEFITS ACCRUED AS PART OF TRUST EXPENSES |
ESTIMATED
ANNUAL BENEFITS UPON RETIREMENT |
TOTAL
COMPENSATION FROM TRUST & FUND COMPLEX PAID TO TRUSTEES |
|||||||||||||
NAME OF INDEPENDENT TRUSTEE |
|
|||||||||||||||
William L. Boyan 1 |
$ | 35,639 | $ | 0 | $ | 0 | $ | 47,194 | ||||||||
Michael F. Holland |
$ | 286,743 | $ | 0 | $ | 0 | $ | 336,500 | ||||||||
William L. Marshall |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Patrick J. Riley |
$ | 271,585 | $ | 0 | $ | 0 | $ | 343,500 | ||||||||
Richard D. Shirk |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Rina K. Spence |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Bruce D. Taber |
$ | 245,705 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Douglas T. Williams |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Michael A. Jessee |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
NAME OF INTERESTED TRUSTEE |
|
|||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
1 | Mr. Boyan served as a Trustee until February 2017. |
The Trust has adopted proxy voting procedures pursuant to which the Trust delegates the responsibility for voting proxies relating to portfolio securities held by the Portfolios to the Adviser as part of the Advisers general management of the Portfolios, subject to the Boards continuing oversight. A copy of the Trusts proxy voting procedures is located in Appendix B and a copy of the Advisers proxy voting procedures is located in Appendix C.
Shareholders may receive information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 (i) by calling (877) 521-4083 or (ii) on the SECs website at www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 2, 2018, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of each class (if applicable) of each Fund.
Persons or organizations owning 25% or more of the outstanding shares of a Fund may be presumed to control (as that term is defined in the 1940 Act) a Fund. As a result, these persons or organizations could have the ability to approve or reject those matters submitted to the shareholders of such Fund for their approval.
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As of April 2, 2018, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 25% or more of the outstanding shares of a Fund.
Name and Address |
Percentage | |||
State Street Institutional Liquid Reserves Fund Investment Class |
||||
Saturn & Co C/O State Street Bank & Trust Attn: FCG 124 200 Clarendon Boston MA 02116-5021 |
81.69 | % | ||
State Street Institutional Liquid Reserves Fund Investor Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients Cash Sweep Clients 1200 Crown Colony DR Cc13 Quincy MA 02169-0938 |
95.97 | % | ||
State Street Institutional Liquid Reserves Fund Trust Class |
||||
GFAS Control Acct Mt01 State Street Bank PO Box 1992 Quincy MA 02171 |
75.49 | % | ||
State Street Institutional Liquid Reserves Fund Premier Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 Quincy MA 02169-0938 |
72.28 | % | ||
State Street Institutional Treasury Plus Money Market Fund Investor Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 Quincy MA 02169-0938 |
100.00 | % | ||
State Street Institutional Treasury Plus Money Market Fund Premier Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 Quincy MA 02169-0938 |
82.79 | % | ||
State Street Institutional Treasury Plus Money Market Fund Trust Class |
||||
GFAS Control Acct MT01 State Street Bank PO Box 1992 Quincy MA 02171 |
87.71 | % |
30
Name and Address |
Percentage | |||
State Street Institutional Treasury Plus Money Market Fund Investment Class |
||||
Neuberger Berman Mgmt LLC FBO Neuberger Berman Funds Shareholders |
||||
Attn Owen F Mcentee Jr 605 Third Ave Mail Drop 2-7 |
||||
New York NY 10158 |
54.87 | % | ||
State Street Institutional Treasury Plus Money Market Fund Investment Class |
||||
Saturn & Co C/O State Street Bank & Trust |
||||
Attn: FCG 124 200 Clarendon |
||||
Boston MA 02116-5021 |
45.13 | % | ||
State Street Institutional Treasury Money Market Fund Investor Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
100.00 | % | ||
State Street Institutional Treasury Money Market Fund Premier Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
77.27 | % | ||
State Street Institutional Treasury Money Market Fund Investment Class |
||||
Saturn & Co C/O State Street Bank & Trust |
||||
Attn: FCG 124 200 Clarendon |
||||
Boston MA 02116-5021 |
100.00 | % | ||
State Street Institutional U.S. Government Money Market Fund G Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
100.00 | % | ||
State Street Institutional U.S. Government Money Market Fund Institutional Class |
||||
Hare & Co 2 Attn: STIF 111 Sanders Creek PKWY |
||||
East Syracuse NY 13057-1382 |
100.00 | % | ||
State Street Institutional U.S. Government Money Market Fund Investor Class |
||||
Stormcrew & Co Attn MF Sweep Processing 1200 Crown Colony DR FL 3 |
||||
Quincy MA 02169-0938 |
51.66 | % |
31
Name and Address |
Percentage | |||
State Street Institutional U.S. Government Money Market Fund Investor Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
44.99 | % | ||
State Street Institutional U.S. Government Money Market Fund Investment Class |
||||
Saturn & Co C/O State Street Bank & Trust |
||||
Attn: FCG 124 200 Clarendon |
||||
Boston MA 02116-5021 |
76.44 | % | ||
State Street Institutional U.S. Government Money Market Fund Premier Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
66.94 | % | ||
State Street Institutional U.S. Government Money Market Fund M Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
100.00 | % | ||
State Street Treasury Obligations Money Market Fund |
||||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
96.25 | % |
As of April 2, 2018, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 5% or more of the outstanding shares of a class of a Fund.
State Street Institutional U.S. Government Money Market Fund Investment Class |
||||
Typhoonbass & Co 1200 Crown Colony Dr |
||||
Quincy MA 02169-0938 |
13.26 | % |
32
State Street Institutional U.S. Government Money Market Fund Investment Class |
||||
Neuberger Berman Mgmt LLC FBO Neuberger Berman Funds Shareholders |
||||
Attn Owen F Mcentee Jr 605 Third Ave Mail Drop 2-7 |
||||
New York NY 10158 |
10.13 | % | ||
State Street Institutional Liquid Reserves Fund Investment Class |
||||
Mass Abrop & Co State Treasurer & Receiver General |
||||
Abandoned Property Division 1 Ashburton Place |
||||
Boston MA 02108-1518 |
18.31 | % | ||
State Street Institutional Liquid Reserves Fund Admin Class |
||||
Swathnore College: 9804 PO BOX 1992 |
||||
Boston MA 02130 |
23.38 | % | ||
State Street Institutional Liquid Reserves Fund Trust Class |
||||
Sei Private Trust Company C/O Evercore FBO Newport Trust |
||||
Attn: Mutual Fund Administrator |
||||
One Freedom Valley Drive |
||||
Oaks PA 19456-9989 |
24.19 | % | ||
State Street Institutional Treasury Plus Money Market Fund Premier Class |
||||
Bristol Myers Squibb Company Attn BMS Corp Treasury -Will Chao |
||||
Route 206 And Province Line Road |
||||
Lawrenceville NJ 08534 |
5.95 | % | ||
State Street Institutional Treasury Plus Money Market Fund Trust Class |
||||
Typhoonbass & Co C/O State Street Bank 1200 Crown Colony DR |
||||
Quincy MA 02169-0938 |
6.22 | % | ||
State Street Institutional Treasury Money Market Fund Premier Class |
||||
Merrill Lynch Pierce Fenner & Smith Attn Money Market Fund 200 North College ST FL 3 |
||||
Charlotte NC 28202-2191 |
5.25 | % |
33
As of April 2, 2018, to the knowledge of the Trust, no persons held of record or beneficially through one or more accounts 25% or more of the outstanding shares of the, Cash Reserves Fund, Cash Reserves Portfolio, Conservative Income Fund, Conservative Income Portfolio, Ultra Short Bond Fund and Ultra Short Bond Portfolio or 5% or more of the outstanding shares of any class of any such Fund.
Investment Advisory Agreement
The Adviser is responsible for the investment management of the Funds pursuant to the Amended and Restated Investment Advisory Agreement dated November 17, 2015 as amended from time to time (the Advisory Agreement), by and between the Adviser and the Trust. The Adviser is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation, a publicly held financial holding company. State Street is a wholly-owned subsidiary of State Street Corporation.
The Advisory Agreement will continue from year to year provided that such continuance is specifically approved at least annually by (a) the Trustees or by the vote of a majority of the outstanding voting securities of a Fund, and (b) vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated by the Adviser or the Trust without penalty upon sixty days notice and will terminate automatically upon its assignment. The Adviser and its affiliates may have deposit, loan and other commercial banking relationships with the issuers of obligations that may be purchased on behalf of the Funds, including outstanding loans to such issuers that could be repaid in whole or in part with the proceeds of securities so purchased. Such affiliates deal, trade and invest for their own accounts in such obligations and are among the leading dealers of various types of such obligations. The Adviser has informed the Funds that, in making its investment decisions, it will not obtain or use material non-public information in its possession or in the possession of any of its affiliates. In making investment recommendations for a Fund, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Fund is a customer of the Adviser, its parent or its subsidiaries or affiliates and, in dealing with its customers, the Adviser, its parent, subsidiaries and affiliates will not inquire or take into consideration whether securities of such customers were held by any fund managed by the Adviser or any such affiliate.
In certain instances there may be securities that are suitable for a Fund as well as for one or more of the Advisers other clients. Investment decisions for the Trust and for the Advisers other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. The Trust recognizes that in some cases this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned. However, it is believed that the ability of each Fund to participate in volume transactions will produce better executions for the Funds.
ILR Fund, U.S. Government Fund, Treasury Fund, Treasury Plus Fund and Treasury Obligations Fund : Each Fund currently invests all of its assets in a related Portfolio that has the same investment objectives and substantially the same investment policies as the relevant Fund. As long as a Fund remains completely invested in its related Portfolio (or any other investment company), the Adviser is not entitled to receive any investment advisory fee with respect to the Fund. A Fund may withdraw its investment from the related Portfolio at any time. The Trust has retained the Adviser as investment adviser to manage a Funds assets in the event that the Fund withdraws its investment from its related Portfolio.
The Adviser is also the investment adviser to each of the related Portfolios pursuant to an investment advisory agreement (the Portfolio Advisory Agreement) between the Adviser and State Street Master Funds, on behalf of the Portfolios. The Adviser receives an investment advisory fee with respect to each related Portfolio. The Portfolio Advisory Agreement is the same in all material respects as the Advisory Agreement between the Trust on behalf of the Funds and the Adviser. Each Fund that invests in a related Portfolio bears a proportionate part of the management fees paid by the Portfolio (based on the percentage of the Portfolios assets attributable to the Fund).
For the services provided under the Advisory Agreement and the Portfolio Advisory Agreement, each Fund pays the Adviser a fee at an annual rate set forth below of the Funds average daily net assets.
34
Fund |
Fee Rate | |||
ILR Fund |
0.05 | % | ||
U.S. Government Fund |
0.05 | % | ||
Treasury Fund |
0.05 | % | ||
Treasury Plus Fund |
0.05 | % | ||
Treasury Obligations Fund |
0.05 | % |
Cash Reserves Fund, Conservative Income Fund, and Ultra Short Bond Fund: Each Fund expects to invest substantially all of its assets in a related Portfolio, which has the same investment objectives and substantially similar investment policies as the relevant Fund. The Portfolios pay no investment advisory fees to SSGA FM. For the services provided under the Advisory Agreement, each Fund pays the Adviser a fee at an annual rate set forth below of the Funds average daily net assets.
Fund |
Fee Rate | |||
Cash Reserves Fund |
0.10 | % | ||
Conservative Income Fund |
0.10 | % | ||
Ultra Short Bond Fund |
0.25 | % |
The advisory fees paid by the Cash Reserves Fund, the Conservative Income Fund, and Ultra Short Bond Fund to SSGA FM for the last three fiscal years have been omitted because the Funds had not commenced investment operations as of December 31, 2017.
Total Annual Fund Operating Expense Waivers . The Adviser has contractually agreed with the Trust to (i) waive up to the full amount of the advisory fee payable by certain Funds, and/or (ii) to reimburse a Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Funds:
Fund |
Expense
Limitation |
Expiration
Date |
||||||
ILR Fund |
0.07 | % | 4/30/2019 | |||||
U.S. Government Fund |
0.07 | % | 4/30/2019 | |||||
Treasury Plus Fund |
0.07 | % | 4/30/2019 | |||||
Treasury Obligations Fund |
0.10 | % | 4/30/2021 | |||||
Conservative Income Fund |
0.12 | % | 4/30/2019 | |||||
Ultra Short Bond Fund |
0.30 | % | 4/30/2019 |
Voluntary Expense Waiver. The Adviser has voluntarily agreed to waive its advisory fee and/or to reimburse the Treasury Obligations Fund for expenses to the extent that the Funds total annual operating expenses exceed 0.08% of average daily net assets on an annual basis (the Voluntary Expense Waiver). The Adviser may discontinue the Voluntary Expense Waiver at any time, in its sole discretion.
Voluntary Yield Waivers . In addition to any contractual expense limitation for a Fund, the Adviser from time to time has historically reduced fees and reimbursed expenses for certain Funds to the extent necessary to avoid a negative yield (the Voluntary Reduction). Under an agreement with the Adviser relating to the Voluntary Reduction, the Funds and the Portfolios have agreed to reimburse the Adviser for the full dollar amount of any Voluntary Reduction beginning on October 1, 2012, subject to certain limitations. A Fund will not be obligated to reimburse the Adviser:
| more than three years after the end of the fiscal year for the Fund in which the Adviser provided a Voluntary Reduction; |
| in respect of any business day for which the net annualized one-day yield is less than 0.00%; |
| to the extent that the amount of the reimbursement to the Adviser on any day exceeds fifty percent of the yield (net of all expenses, exclusive of the reimbursement) of a Fund on that day; |
| to the extent that the amount of such reimbursement would cause the Funds net yield to fall below the Funds minimum net yield as determined by the Adviser in its sole discretion; or |
| in respect of any fee waivers and/or expense reimbursements that are necessary to maintain a Funds contractual total expense limit which is effective at the time of such fee waivers and/or expense reimbursements. |
35
A reimbursement to the Adviser would increase fund expenses and negatively impact a Funds future yield. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that a Fund will be able to avoid a negative yield. Reimbursement payments by a Fund to the Adviser in connection with the Voluntary Reduction are considered extraordinary expenses and are not subject to any contractual expense limitation agreement in effect for the Fund at the time of such payment. The Adviser may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from a Fund.
Administrator
SSGA FM serves as the administrator for the Funds pursuant to an Amended and Restated Administration Agreement dated June 1, 2015. Under the Amended and Restated Administration Agreement, SSGA FM is obligated to continuously provide business management services to the Trust and each Fund and will generally, subject to the general oversight of the Trustees and except as otherwise provided in the Amended and Restated Administration Agreement, manage all of the business and affairs of the Trust. The nature and amount of services provided by SSGA FM under the Amended and Restated Administration Agreement may vary as between classes of shares of a Fund, and a Fund may pay fees to SSGA FM under that Agreement at different rates in respect of its different share classes. Except as noted below, as consideration for SSGA FMs services as administrator to each Fund, SSGA FM receives an annual fee of 0.05% of the average daily net assets of such Fund, accrued daily at the rate of 1/365th and payable monthly on the first business day of each month. As consideration for SSGA FMs services as administrator to Class M shares of the U.S. Government Fund, SSGA FM receives an annual fee of 0.03% of the average daily net assets of such class, accrued daily at the rate of 1/365th and payable monthly on the first business day of each month. As consideration for SSGA FMs services as administrator to Class G shares of the U.S. Government Fund, SSGA FM receives an annual fee of 0.01% of the average daily net assets of such class, accrued daily at the rate of 1/365th and payable monthly on the first business day of each month.
The administration fees paid to SSGA FM for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 19,976,334 | $ | 17,771,169 | $ | 4,878,264 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 6,042,905 | $ | 12,564,109 | $ | 21,975,985 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 5,272,626 | $ | 6,006,871 | $ | 6,569,201 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 890,340 | $ | 2,184,065 | $ | 5,128,505 | ||||||
State Street Treasury Obligations Money Market Fund (1) |
$ | | $ | | $ | 207,692 |
(1) | Commencement of Operations August 21, 2017. |
The administration fees paid by the Cash Reserves Fund, the Conservative Income Fund, and Ultra Short Bond Fund to SSGA FM for the last three fiscal years have been omitted because the Funds had not commenced investment operations as of December 31, 2017.
36
Sub-Administrator and Custodian
State Street serves as the sub-administrator to each series of the Trust, pursuant to a Sub-Administration Agreement dated June 1, 2015 (the Sub-Administration Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust and the Funds. State Street is a wholly owned subsidiary of State Street Corporation, a publicly held financial holding company, and is affiliated with the Adviser. State Streets mailing address is One Iron Street, Boston, MA 02210.
State Street serves as custodian and fund accountant for the Funds pursuant to a Custody Agreement and holds the Funds assets.
Custody and Fund Accounting Fees and Sub-Administration Fees (Effective June 1, 2015):
Fee for Custody and Fund Accounting |
$12,000 per Feeder Fund per year for the first two Feeder Funds $9,600 per Feeder Fund per year for each additional Feeder Fund |
|
Fee for Sub-Administration |
$25,000 per Feeder Fund per year |
The sub-administration and custodian fees paid to State Street for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 43,111 | $ | 44,741 | $ | 52,159 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 42,946 | $ | 46,728 | $ | 56,329 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 43,092 | $ | 45,988 | $ | 51,319 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 42,935 | $ | 46,029 | $ | 52,986 | ||||||
State Street Treasury Obligations Money Market Fund (1) |
$ | | $ | | $ | 16,554 |
(1) | Commencement of Operations August 21, 2017. |
The sub-administration and custodian fees paid by the Cash Reserves Fund, the Conservative Income Fund, and Ultra Short Bond Fund to SSGA FM for the last three fiscal years have been omitted because the Funds had not commenced investment operations as of December 31, 2017.
Prior to June 1, 2015, as consideration for State Streets services as sub-administrator, custodian and accounting agent for each Fund except the Cash Reserves Fund, Conservative Income Fund and Ultra Short Bond Fund, State Street received annual fees, accrued daily at the rate of 1/365th and payable monthly on the first business day of each month, pursuant to the following schedule:
Annual Fee Schedule
$25,000 for Sub-Administration Services (payable by SSGA FM with respect to each Fund)
$12,600 for Custody and Accounting Services (payable by each Fund)
Transfer Agent and Dividend Paying Agent
DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) serves as the Transfer and Dividend Paying Agent. Prior to April 2017, DST Asset Manager Solutions, Inc. was a joint venture of State Street Corporation and DST Systems, Inc. (DST Systems). Following the acquisition of State Street Corporations ownership interest in DST Asset Manager Solutions, Inc., DST Systems is the sole owner of DST Asset Manager Solutions, Inc., which is no longer an affiliate of the Funds or the Adviser. DST Asset Manager Solutions, Inc. is paid for the following annual account services and activities including but not limited to: establishment and maintenance of each shareholders account; closing an account; acceptance and processing of trade orders; preparation and transmission of payments for dividends and distributions declared by each Fund; customer service support including receipt of correspondence and responding to shareholder and financial intermediary inquiries; investigation services; tax related support; financial intermediary fee payment processing; and charges related to compliance and regulatory services.
37
Portfolio fees are allocated to each Fund based on the average net asset value of each Fund and are billable on a monthly basis at the rate of 1/12 of the annual fee. DST Asset Manager Solutions, Inc. is reimbursed by each Fund for supplying certain out-of-pocket expenses including confirmation statements, investor statements, banking fees, postage, forms, audio response, telephone, records retention, customized programming/enhancements, reports, transcripts, microfilm, microfiche, and expenses incurred at the specific direction of the Fund. DST Asset Manager Solutions, Inc. principal business address is 2000 Crown Colony Drive, Quincy, MA 02169.
The transfer agency fees paid to DST Asset Manager Solutions, Inc. for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year ended
December 31, 2015 |
Fiscal year ended
December 31, 2016 |
Fiscal year ended
December 31, 2017 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 59,546 | $ | 2,358,605 | $ | 217,476 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 70,868 | $ | 4,134,856 | $ | 140,703 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 47,663 | $ | 1,725,623 | $ | 41,588 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 52,166 | $ | 1,671,425 | $ | 56,634 | ||||||
State Street Treasury Obligations Money Market Fund (1) |
$ | | $ | | $ | 15,000 |
(1) | Commencement of Operations August 21, 2017. |
The transfer agency fees paid by the the Cash Reserves Fund, the Conservative Income Fund, and Ultra Short Bond Fund to DST for the last three fiscal years have been omitted because the Funds had not commenced investment operations as of December 31, 2017.
Codes of Ethics
The Trust, the Adviser and SSGA FD have each adopted a code of ethics (together, the Codes of Ethics) as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser and SSGA FD from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the Codes of Ethics). The Codes of Ethics permit personnel, subject to the Codes of Ethics and their provisions, to invest in securities for their personal investment accounts, subject to certain limitations, including securities that may be purchased or held by the Trust, Adviser, State Street or SSGA FD.
Distributor
SSGA FD serves as the distributor of the Funds pursuant to the Distribution Agreement by and between SSGA FD and the Trust. Pursuant to the Distribution Agreement, the Funds, except for the Treasury Obligations Fund, pay SSGA FD fees under the Rule 12b-1 Plan in effect for the Funds. For a description of the fees paid to SSGA FD under the Rule 12b-1 Plan, see Distribution Plans, below. SSGA FD is an indirect wholly-owned subsidiary of State Street Corporation. SSGA FDs mailing address is One Iron Street, Boston, MA 02210. Prior to May 1, 2017, State Street Global Advisors Funds Distributors, LLC was known as State Street Global Markets, LLC.
Distribution Plans
To compensate SSGA FD for the services it provides and for the expenses it bears in connection with the distribution of shares of the Funds, SSGA FD will be entitled to receive any front-end sales load applicable to the sale of shares of the Fund. Each Fund, except for the Treasury Obligations Fund, may make payments (Rule 12b-1 Fees) from the assets attributable to certain classes of its shares to SSGA FD under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plan). The Distribution Plan is a compensation plan that provides for payments at annual rates (based on average daily net assets) set out below. Because Rule 12b-1 Fees are paid on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. The principal business address of SSGA FD is One Iron Street, Boston, MA 02210.
The Board, including all of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust (the Independent Trustees) and who have no direct or indirect financial interest in the Distribution Plan or any related agreements, (the Qualified Distribution Plan Trustees) approved the Distribution Plan. The Distribution Plan will continue in effect with respect to a class of
38
shares of a Fund only if such continuance is specifically approved at least annually by a vote of both a majority of the Board of Trustees of the Trust and a majority of the Qualified Distribution Plan Trustees. The Distribution Plan may not be amended to increase materially the amount of a Funds permitted expenses thereunder without the approval of a majority of the outstanding shares of the affected share class and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Distribution Plan Trustees. As of December 31, 2017 none of the Independent Trustees had a direct or indirect financial interest in the operation of the Distribution Plan. The Distribution Plan calls for payments at an annual rate (based on each Funds average net assets) as follows:
Premier Class* |
0.00 | % | ||
Service Class** |
0.00 | % | ||
Investment Class |
0.10 | % | ||
Institutional Class |
0.00 | % | ||
Investor Class |
0.00 | % | ||
Administration Class |
0.05 | % | ||
Class M |
0.00 | % | ||
Class G |
0.00 | % | ||
Trust Class |
0.00 | % |
* | All Funds except for Ultra Short Bond Fund and Treasury Obligations Fund. |
** | ILR Fund, U.S. Government Fund, Treasury Fund and Treasury Plus Fund only. |
| U.S. Government Fund only. |
| U.S. Government Fund only. |
| ILR Fund and Treasury Plus Fund only. |
The total Rule 12b-1 fees paid to SSGA FD and other intermediaries for the last fiscal year are reflected in the chart below.
Fund |
SSGA FD
Fiscal Year Ended December 31, 2017 1 |
Other
Intermediaries Fiscal Year Ended December 31, 2017 2 |
||||||
ILR Fund: |
||||||||
Investment Class |
$ | 6 | $ | 5,565 | ||||
Administration Class |
$ | 372,384 | $ | 113,216 | ||||
U.S. Government Fund: |
||||||||
Investment Class |
$ | 199,221 | $ | 571,736 | ||||
Administration Class |
$ | 883,540 | $ | 395,612 | ||||
Treasury Fund: |
||||||||
Investment Class |
$ | (8,604 | ) | $ | 508,097 | |||
Administration Class |
| | ||||||
Treasury Plus Fund: |
||||||||
Investment Class |
$ | 10,213 | $ | 24,176 | ||||
Administration Class |
| |
1 | Amounts shown represent amounts retained by SSGA FD and are net of payments made by SSGA FD to other intermediaries. |
2 | Amounts shown represent amounts paid by SSGA FD to other intermediaries out of payments it receives from the Funds under the Distribution Plan. |
The Distribution Plan may benefit the Funds by increasing sales of shares and reducing redemptions of shares, resulting potentially, for example, in economies of scale and more predictable flows of cash into and out of the Funds. Because Rule 12b-1 fees are paid out of a Funds assets, all shareholders share in that expense; however, because shareholders hold their shares through varying arrangements (for example, directly or through financial intermediaries), they may not share equally in the benefits of the Distribution Plan.
39
Shareholder Servicing Agent
SSGA FD serves as a shareholder servicing agent of the ILR Fund, the U.S. Government Fund, the Treasury Fund, and the Treasury Plus Fund pursuant to a Shareholder Servicing Agreement between SSGA FD and the Trust (the Shareholder Servicing Agreement). Pursuant to the Shareholder Servicing Agreement, SSGA FD provides or arranges for the provision of various administrative, sub-accounting and personal services to investors in the Institutional Class, Trust Class, Investor Class, Administration Class and Investment Class shares of such Funds. Services provided by SSGA FD or that SSGA FD arranges to be provided by a financial intermediary pursuant to the Shareholder Servicing Agreement include, among other things: establishing and maintaining shareholder account registrations; sub-accounting with respect to shares held in omnibus accounts; receiving and processing purchase and redemption orders, including aggregated orders, and delivering orders to the Funds transfer agent; processing and delivering trade confirmations, periodic statements, prospectuses, annual reports, semi-annual reports, shareholder notices, and other SEC-required communications; processing dividend and distribution payments and issuing related documentation; providing shareholder tax reporting and processing tax data; receiving, tabulating, and transmitting proxies for proxy solicitations; and responding to inquiries from shareholders. Shareholder servicing fees paid for the last fiscal year included amounts paid to affiliates of the Adviser and SSGA FD including State Street Global Markets, LLC and the Wealth Management Services and Global Services divisions of State Street Bank and Trust Company. These affiliates of the Adviser are also among the financial intermediaries that may receive fees from the Distribution Plan.
40
The Shareholder Servicing Agreement calls for payments by the ILR Fund, U.S. Government Fund, Treasury Fund and Treasury Plus Fund at an annual rate (based on average net assets) as follows:
Institutional Class |
0.03 | % | ||
Service Class |
0.05 | % | ||
Trust Class (Treasury Plus Fund) |
0.056 | % | ||
Trust Class (ILR Fund) |
0.058 | % | ||
Investor |
0.08 | % | ||
Administration |
0.20 | % | ||
Investment |
0.25 | % |
The total shareholder servicing fees paid to SSGA FD by the ILR Fund, the U.S. Government Fund, the Treasury Fund, and the Treasury Plus Fund for the last three fiscal years are reflected in the chart below .
Fund |
Fiscal year ended December 31, 2015 |
Fiscal year ended December 31, 2016 |
Fiscal year ended December 31, 2017 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 1,021,286 | $ | 1,990,234 | $ | 2,558,171 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 1,691,657 | $ | 2,070,091 | $ | 7,556,858 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 1,732,375 | $ | 1,666,257 | $ | 1,266,547 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 137,790 | $ | 1,616,463 | $ | 4,205,817 |
1 | Amounts reflect payments made for shareholder servicing pursuant to the Shareholder Servicing Agreement from the effective date of the agreement as well as payments made pursuant to a prior arrangement between the Funds and SSGA FD. |
Payments to Financial Intermediaries
Financial intermediaries are firms that sell shares of mutual funds, including the Funds, and/or provide certain administrative and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisors, banks, retirement plan recordkeepers, and insurance companies. In some cases, a financial intermediary may hold its clients Fund shares in nominee or street name and may utilize omnibus accounts. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things: establishing and maintaining shareholder account registrations; sub-accounting with respect to shares held in omnibus accounts; receiving and processing purchase and redemption orders, including aggregated orders, and delivering orders to the Funds transfer agent; processing and delivering trade confirmations, periodic statements, prospectuses, annual reports, semi-annual reports, shareholder notices, and other SEC-required communications; processing dividend and distribution payments and issuing related documentation; providing shareholder tax reporting and processing tax data; receiving, tabulating, and transmitting proxies for proxy solicitations; and responding to inquiries from shareholders.
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Some portion of SSGA FDs payments to financial intermediaries will be made out of amounts received by SSGA FD under the Distribution Plans and pursuant to the Shareholder Servicing Agreement. In addition, the Funds may reimburse SSGA FD for payments SSGA FD makes to financial intermediaries that provide recordkeeping, shareholder servicing, sub-transfer agency, administrative and/or account maintenance services (collectively, servicing). The amount of the reimbursement for servicing compensation and the manner in which it is calculated are reviewed by the Trustees periodically.
A financial intermediary is often compensated by SSGA FD or its affiliates for the services the financial intermediary performs and in such cases it is typically paid continually over time, during the period when the intermediarys clients hold investments in the Funds. The compensation to financial intermediaries may include networking fees and account-based fees. The amount of continuing compensation paid by SSGA FD to different financial intermediaries varies. In the case of most financial intermediaries, compensation for servicing in excess of any amount covered by payments under a Distribution Plan is generally paid at an annual rate of 0.03% 0.25% of the aggregate average daily net asset value of Fund shares held by that financial intermediarys customers, although in some cases the compensation may be paid at higher annual rates (which may, but will not necessarily, reflect enhanced or additional services provided by the financial intermediary). The amount paid by a Fund may vary by share class.
SSGA FD and its affiliates (including SSGA FM), at their own expense and out of their own assets, may also provide compensation to financial intermediaries in connection with sales of the Funds shares or servicing of shareholders or shareholder accounts by financial intermediaries. Such compensation may include, but is not limited to, ongoing payments, financial assistance to financial intermediaries in connection with conferences, sales, or training programs for their employees, seminars for the public, advertising or sales campaigns, or other financial intermediary-sponsored special events. In some instances, this compensation may be made available only to certain financial intermediaries whose representatives have sold or are expected to sell significant amounts of shares. Financial intermediaries may not use sales of the Funds shares to qualify for this compensation to the extent prohibited by the laws or rules of any state or any self-regulatory agency, such as the Financial Industry Regulatory Authority, Inc. (FINRA). The level of payments made to a financial intermediary in any given year will vary and, in the case of most financial intermediaries, will not exceed 0.05% of the value of assets attributable to the financial intermediary invested in shares of funds in the SSGA FM-fund complex. In certain cases, the payments described in the preceding sentence are subject to minimum payment levels.
If payments to financial intermediaries by the distributor or adviser for a particular mutual fund complex exceed payments by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm by SSGA FD and its affiliates, and by sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase. Because the Funds pay distribution, service and other fees for the sale of their shares and for services provided to shareholders out of the Funds assets on an ongoing basis, over time those fees will increase the cost of an investment in a Fund.
A Fund may pay distribution fees, service fees and other amounts described above at a time when shares of the Fund are not being actively promoted to new investors generally, or when shares of that Fund are unavailable for purchase.
For the fiscal year ended December 31, 2017, the Funds have been informed by SSGA FD that the following expenditures were made using the amounts each Fund paid under its Distribution Plan:
Fund |
Advertising | Printing |
Compensation to
Dealers |
Compensation to
Sales Personnel |
Interest,
Carrying or Other Financing Charges |
Other* | ||||||||||||||||||
State Street Institutional Liquid Reserves Fund |
| $ | 8,461 | $ | 1,734,662 | $ | 138,627 | $ | | $ | 516,448 | |||||||||||||
State Street Institutional U.S. Government Money Market Fund |
| $ | 36,392 | $ | 6,096,210 | $ | 596,115 | $ | | $ | 2,223,231 | |||||||||||||
State Street Institutional Treasury Money Market Fund |
| $ | 1,664 | $ | 1,772,363 | $ | 27,274 | $ | | $ | 101,707 | |||||||||||||
State Street Institutional Treasury Plus Money Market Fund |
| $ | 5,397 | $ | 4,090,852 | $ | 88,406 | $ | | $ | 329,622 |
* | Includes such items as compensation for travel, conferences and seminars for staff, subscriptions, office charges and professional fees. Rule 12b-1 fees paid by the State Street Cash Reserves Fund, State Street Conservative Income Fund, and State Street Ultra Short Bond Fund have been omitted because the Funds had not commenced investment operations as of December 31, 2017. |
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Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, as of May 1, 2018, to pay compensation in the manner described in this Payments to Financial Intermediaries section.
ADP Broker-Dealer Inc. |
Peoples Securities, Inc. |
|
American Portfolios Financial Services, Inc. |
Pershing LLC |
|
American United Life Insurance Company |
PNC Bank, N.A. |
|
Principal Life Insurance |
||
Apex Clearing Corp. |
Putnam Investor Services, Inc. |
|
Ariel Distributor, Inc. |
RBC Capital Markets Corp. |
|
Ascensus Inc. |
Reliance Trust Company |
|
AXA Advisors, LLC |
Royal Alliance Associate, Inc. |
|
Bank of America Merrill Lynch |
RWB Securities Inc. |
|
Benefit Trust Company |
Scottrade, Inc. |
|
Chicago Mercantile Exchange Inc. |
SEI Private Trust Company |
|
Calvert Shareholder Services, Inc. |
Slavic Investment Corporation |
|
Charles Schwab & Co., Inc. |
Southwest Securities, Inc. |
|
ETrade Securities |
State Street Bank and Trust Company |
|
EFC Financial Services, LLC |
State Street Bank and Trust Company- Wealth Manager Services |
|
Edward Jones |
Stifel, Nicolaus & Company, Inc. |
|
Fidelity Brokerage Services, LLC |
FIS (formerly Sungard Institutional Brokerage Inc.) |
|
Fidelity Investments Institutional Operations Co. |
TD Ameritrade, Inc. |
|
First Clearing, LLC |
The Bank Of New York Mellon |
|
GWFS Equities Inc. |
The O.N. Equity Sales Company |
|
Hartford Life Insurance Company |
Treasury Brokerage, LLC |
|
Treasury Company of America |
||
Hewitt Services LLC |
UBS Financial Services, Inc. |
|
Interactive Brokers LLC |
US Bank N.A. |
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Janney Montgomery Scott LLC |
VALIC Retirement Services Co. |
|
John Hancock Trust Co. |
Voya Financial Advisors, LLC |
|
JP Morgan Chase Bank, N.A. |
Voya Life Insurance and Annuity Company |
|
LaSalle Street Securities |
Voya Institutional Plan Services, LLC |
|
Lincoln Financial Advisors |
Wells Fargo Bank, N.A. |
|
Marshall & Ilsley Trust Company, N.A. |
William Blair & Co, LLC |
|
Metlife Securities Inc. |
||
Mid Atlantic Capital Corp. |
||
Morgan Stanley Smith Barney LLC |
||
MSCS Financial Services LLC |
||
National Financial Services, LLC |
||
Nationwide Financial Services, Inc. |
||
NFP Securities, Inc. |
Counsel and Independent Registered Public Accounting Firm
Ropes & Gray LLP serves as counsel to the Trust. The principal business address of Ropes & Gray LLP is 800 Boylston Street, Boston, Massachusetts 02199. Joseph P. Barri LLC, located at 259 Robbins Street, Milton, Massachusetts 02186, serves as independent counsel to the Independent Trustees.
Ernst & Young LLP serves as the independent registered public accounting firm for the Trust and provides (i) audit services and (ii) tax services. In connection with the audit of the 2017 financial statements, the Trust entered into an engagement agreement with Ernst & Young LLP that sets forth the terms of Ernst & Young LLPs audit engagement. The principal business address of Ernst & Young LLP is 200 Clarendon Street, Boston, Massachusetts 02116.
The following persons serve as the portfolio managers of the Conservative Income Fund and the Ultra Short Bond Fund as of the date of this SAI. The following table lists the number and types of accounts managed by each individual and assets under management in those accounts as of December 31, 2017:
Portfolio Manager |
Registered
Investment Company Accounts |
Assets
Managed (billions)* |
Other Pooled
Investment Vehicle Accounts |
Assets
Managed (billions)* |
Other
Accounts |
Assets
Managed (billions)* |
Total
Assets Managed (billions) |
|||||||||||||||
Jeff St. Peters |
13 | $ | 95.02 | 19 | $ | 91.10 | 82 | $ | 106.29 | $ | 292.41 | |||||||||||
Todd Bean |
13 | $ | 95.02 | 19 | $ | 91.10 | 82 | $ | 106.29 | $ | 292.41 | |||||||||||
Sean Lussier |
13 | $ | 95.02 | 19 | $ | 91.10 | 82 | $ | 106.29 | $ | 292.41 |
* | There are no performance-based fees associated with these accounts. |
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The portfolio managers do not beneficially own any shares of any Fund as of December 31, 2017. A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Funds. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio managers execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies (which include exchange-traded funds), other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. A potential conflict of interest may arise as a result of the portfolio managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio manager may also manage accounts whose objectives and policies differ from that of the Funds. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.
A potential conflict may arise when the portfolio manager is responsible for accounts that have different advisory fees. The difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to be a fair and equitable allocation.
SSGAs culture is complemented and reinforced by a total rewards strategy that is based on a pay for performance philosophy which seeks to offer a competitive pay mix of base salary, benefits, cash incentives and deferred compensation.
Salary is based on a number of factors, including external benchmarking data and market trends, State Street performance, SSGA performance, and individual overall performance. SSGAs Global Human Resources department regularly participates in compensation surveys in order to provide SSGA with market-based compensation information that helps support individual pay decisions.
Additionally, subject to State Street and SSGA business results, State Street allocates an incentive pool to SSGA to reward its employees. The size of the incentive pool for most business units is based on the firms overall profitability and other factors, including performance against risk-related goals. For most SSGA investment teams, SSGA recognizes and rewards performance by linking annual incentive decisions for investment teams to the firms or business units profitability and business unit investment performance over a multi-year period.
Incentive pool funding for most active investment teams is driven in part by the post-tax investment performance of fund(s) managed by the team versus the return levels of the benchmark index(es) of the fund(s) on a one-, three- and, in some cases, five-year basis. For most active investment teams, a material portion of incentive compensation for senior staff is deferred over a four-year period into the SSGA Long-Term Incentive (SSGA LTI) program. For these teams, The SSGA LTI program indexes the performance of these deferred awards against the post-tax investment performance of fund(s) managed by the team. This is intended to align our investment teams compensation with client interests, both through annual incentive compensation awards and through the long-term value of deferred awards in the SSGA LTI program.
For the passive equity investment team, incentive pool funding is driven in part by the post-tax 1 and 3-year tracking error of the funds managed by the team against the benchmark indexes of the funds.
The discretionary allocation of the incentive pool to the business units within SSGA is influenced by market-based compensation data, as well as the overall performance of each business unit. Individual compensation decisions are made by the employees manager, in conjunction with the senior management of the employees business unit. These decisions are based on the overall performance of the
45
employee and, as mentioned above, on the performance of the firm and business unit. Depending on the job level, a portion of the annual incentive may be awarded in deferred compensation, which may include cash and/or Deferred Stock Awards (State Street stock), which typically vest over a four-year period. This helps to retain staff and further aligns SSGA employees interests with SSGA clients and shareholders long-term interests.
SSGA recognizes and rewards outstanding performance by:
| Promoting employee ownership to connect employees directly to the companys success. |
| Using rewards to reinforce mission, vision, values and business strategy. |
| Seeking to recognize and preserve the firms unique culture and team orientation. |
| Providing all employees the opportunity to share in the success of SSGA. |
BROKERAGE ALLOCATION AND OTHER PRACTICES
Each Fund invests all of its investable assets in a corresponding Portfolio and therefore does not directly incur transactional costs for purchases and sales of portfolio investments. The Funds purchase and redeem shares of the corresponding Portfolio each day depending on the number of shares of such Fund purchased or redeemed by investors on that day. Shares of the Portfolios are available for purchase by the Funds at their NAV without any sales charges, transaction fees, or brokerage commissions being charged.
All portfolio transactions are placed on behalf of the Portfolios by the Adviser. Purchases and sales of securities on a securities exchange are effected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (including, for example, debt securities and money market investments) because a Portfolio pays a spread which is included in the cost of the security, and is the difference between the dealers cost and the cost to a Portfolio. When a Portfolio executes an over the counter order with an electronic communications network, an alternative trading system or a non-market maker, a commission is charged because there is no spread on the trade. Securities may be purchased from underwriters at prices that include underwriting fees. The Portfolios normally do not pay a stated brokerage commission on transactions.
Each Portfolios investment advisory agreement authorizes the Adviser to place, in the name of the Portfolio, orders for the execution of the securities transactions in which the Portfolio is authorized to invest, provided the Adviser, and as applicable, the sub-adviser seeks the best overall terms for the transaction. In selecting brokers or dealers (including affiliates of the Adviser, and as applicable, the sub-adviser), the Adviser, and as applicable, the sub-adviser chooses the broker-dealer deemed most capable of providing the services necessary to obtain the most favorable execution (the most favorable cost or net proceeds reasonably obtainable under the circumstances). The full range of brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, brokerage and research services, underwriting, and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending on the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker-dealers. The Adviser, and as applicable, the sub-adviser does not currently use any Portfolios assets for soft-dollar arrangements. The Adviser, and as applicable, the sub-adviser does not presently participate in any soft dollar arrangements. It may aggregate trades with clients of State Street Global Advisors whose commission dollars are used to generate soft dollar credits for State Street Global Advisors. Although the Advisers clients commissions are not used for soft dollars, the Adviser and State Street Global Advisors clients may benefit from the soft dollar products/services received by State Street Global Advisors.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities.
46
DECLARATION OF TRUST, CAPITAL STOCK AND OTHER INFORMATION
Capitalization
Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of each Fund. Upon liquidation or dissolution of a Fund, investors are entitled to share pro rata in the Funds net assets available for distribution to its investors. Investments in a Fund have no preference, preemptive, conversion or similar rights, except as determined by the Trustees or as set forth in the Bylaws, and are fully paid and non-assessable, except as set forth below.
Declarations of Trust
The Declarations of Trust of the Trust and the Master Trust each provide that a Trust may redeem shares of a Fund at the redemption price that would apply if the share redemption were initiated by a shareholder. It is the policy of each Trust that, except upon such conditions as may from time to time be set forth in the then current prospectus of a Fund or to facilitate a Trusts or a Funds compliance with applicable law or regulation, a Trust would not initiate a redemption of shares unless it were to determine that failing to do so may have a substantial adverse consequence for a Fund or the Trust.
Each Trusts Declaration of Trust provides that a Trustee who is not an interested person (as defined in the 1940 Act) of a Trust will be deemed independent and disinterested with respect to any demand made in connection with a derivative action or proceeding. It is the policy of each Trust that it will not assert that provision to preclude a shareholder from claiming that a Trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding; provided, however, that the foregoing policy will not prevent the Trusts from asserting applicable law (including Section 2B of Chapter 182 of the Massachusetts General Laws) to preclude a shareholder from claiming that a Trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding.
A Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of a Fund without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund.
Voting
Each shareholder is entitled to a vote in proportion to the number of Fund shares it owns. Shares do not have cumulative voting rights in the election of Trustees, and shareholders holding more than 50% of the aggregate outstanding shares in the Trust may elect all of the Trustees if they choose to do so. The Trust is not required and has no current intention to hold annual meetings of shareholders but the Trust will hold special meetings of shareholders when in the judgment of the Trustees it is necessary or desirable to submit matters for a shareholder vote.
Massachusetts Business Trust
Under Massachusetts law, shareholders in a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and provides for indemnification out of the property of the applicable series of the Trust for any loss to which the shareholder may become subject by reason of being or having been a shareholder of that series and for reimbursement of the shareholder for all expense arising from such liability. Thus the risk of a shareholder incurring financial loss on account of shareholder liability should be limited to circumstances in which the series would be unable to meet its obligations.
Pricing of shares of the Funds does not occur on New York Stock Exchange (NYSE) holidays. The NYSE is open for trading every weekday except for: (a) the following holidays: New Years Day, Martin Luther King, Jr.s Birthday, Washingtons Birthday (the third Monday in February), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas; and (b) the preceding Friday or the subsequent Monday when one of the calendar-determined holidays falls on a Saturday or Sunday, respectively. Purchases and withdrawals will be effected at the time of determination of NAV next following the receipt of any purchase or withdrawal order which is determined to be in good order. The Funds securities will be valued pursuant to guidelines established by the Board of Trustees.
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U.S. Government Fund, Treasury Fund, Treasury Plus Fund, Treasury Obligations Fund and Cash Reserves Fund
Each Fund seeks to maintain a constant price per share of $1.00 for purposes of sales and redemptions of shares by using the amortized cost valuation method to value its portfolio instruments in accordance with Rule 2a-7 under the 1940 Act. There can be no assurance that the $1.00 NAV per share will be maintained. The amortized cost method involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, even though the portfolio security may increase or decrease in market value, generally in response to changes in interest rates. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price each Fund would receive if it sold the instrument.
For example, in periods of declining interest rates, the daily yield on each of the Funds shares computed by dividing the annualized daily income on the Funds portfolio by the NAV based upon the amortized cost valuation technique may tend to be higher than a similar computation made by using a method of valuation based upon market prices and estimates thereof. In periods of rising interest rates, the daily yield on each Funds shares computed the same way may tend to be lower than a similar computation made by using a method of calculation based upon market prices and estimates.
The Trustees have established procedures reasonably designed to stabilize each Funds price per share at $1.00. These procedures include: (1) the determination of the deviation from $1.00, if any, of each Funds NAV using market values; (2) periodic review by the Trustees of the amount of and the methods used to calculate the deviation; and (3) maintenance of records of such determination. The Trustees will promptly consider what action, if any, should be taken if such deviation exceeds 1/2 of one percent.
ILR Fund
The ILR Funds NAV per share will float. The ILR Fund determines its NAV per share three times each business day at 9:00am, 12:00pm and 3:00pm Eastern Time (ET) except for days when the NYSEs regular closing is prior to 3 p.m. ET, in which event the ILR Fund determines its final NAV for the day at the earlier closing time (each time when the ILR Fund determines its NAV per share is referred to herein as a Valuation Time). The ILR Fund calculates its NAV to four decimal places.
Conservative Income Fund, Ultra Short Bond Fund
Each Fund determines its NAV per share once each business day as of the close of regular trading on the NYSE. The NAV per share of a Fund is based on the market value of the investments held in the Fund. The NAV of each class of each Funds shares is calculated by dividing the value of the assets of the Fund attributable to that class less the liabilities of the Fund attributable to that class by the number of shares in the class outstanding. Each Fund values each security or other investment pursuant to guidelines adopted by the Board of Trustees. Securities or other investments may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Funds Board of Trustees, under certain limited circumstances. For example, fair value pricing may be used when market quotations are not readily available or reliable, such as when (i) trading for a security is restricted; or (ii) a significant event, as determined by the Adviser, that may affect the value of one or more securities or other investments held by a Fund occurs after the close of a related exchange but before the determination of the Funds NAV. Attempts to determine the fair value of securities or other investments introduce an element of subjectivity to the pricing of securities or other investments. As a result, the price of a security or other investment determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the price a Fund would have received had it sold the investment. To the extent that a Fund invests in the shares of other registered open-end investment companies that are not traded on an exchange (mutual funds), such shares are valued at their published net asset values per share as reported by the mutual funds. The prospectuses of these mutual funds explain the circumstances under which the funds will use fair value pricing and the effects of using fair value pricing.
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The following discussion of U.S. federal income tax consequences of an investment in the Funds is based on the Internal Revenue Code of 1986, as amended (the Code), U.S. Treasury regulations, and other applicable authority, as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in the Funds. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisors regarding their particular situation and the possible application of foreign, state and local tax laws.
Each Fund invests substantially all of its assets in a corresponding Portfolio (which may be a series of State Street Master Funds) (in each case, a Portfolio), and so substantially all of each such Funds income will result from distributions or deemed distributions, or allocations, as the case may be, from the corresponding Portfolio. Therefore, as applicable, references to the U.S. federal income tax treatment of the Funds, including to the assets owned and the income earned by the Funds, will be to or will include such treatment of the corresponding Portfolio, and, as applicable, the assets owned and the income earned by the corresponding Portfolio. See Tax Considerations Applicable to Funds Investing in Portfolios Treated as Partnerships and Tax Considerations Applicable to Funds Investing in Portfolios Treated as RICs below for further information.
Special tax rules apply to investments through defined contribution plans and other tax-qualified plans or tax-advantaged arrangements. Shareholders should consult their tax advisers to determine the suitability of shares of a Fund as an investment through such plans and arrangements and the precise effect of an investment on their particular tax situations.
Qualification as a Regulated Investment Company
Each Fund has elected or intends to elect to be treated as a regulated investment company (RIC) under Subchapter M of the Code and intends each year to qualify and be eligible to be treated as such. In order to qualify for the special tax treatment accorded RICs and their shareholders, each Fund must, among other things, (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (ii) net income derived from interests in qualified publicly traded partnerships (as defined below); (b) diversify its holdings so that, at the end of each quarter of the Funds taxable year, (i) at least 50% of the value of the Funds total assets consists of cash and cash items, U.S. Government securities, securities of other RICs, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Funds total assets and no more than 10% of the outstanding voting securities of such issuer, and (ii) no more than 25% of its assets are invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. Government or other RICs) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades and businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year.
In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC.
However, 100% of the net income derived from an interest in a qualified publicly traded partnership (a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in section (a)(i) of the preceding paragraph), will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes, because they meet the passive income requirement under Code section 7704(c)(2). Further, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.
For purposes of the diversification test in (b) above, the term outstanding voting securities of such issuer will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of a particular investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to issuer identification for a particular type of investment may adversely affect a Funds ability to meet the diversification test in (b) above.
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If a Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to federal income tax on income or gains distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If a Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest or disposing of certain assets. If such Fund were ineligible to or otherwise did not cure such failure for any year, or if such Fund were otherwise to fail to qualify as a RIC accorded special tax treatment in any taxable year, the Fund would be subject to tax at the Fund level on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net capital gains (each as defined below), would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided, in both cases, the shareholder meets certain holding period and other requirements in respect of a Funds shares (each as described below). In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment.
Each Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and its net tax-exempt income (if any), and may distribute its net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any taxable income retained by a Fund will be subject to tax at the Fund level at regular corporate rates. If a Fund retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but is permitted to designate the retained amount as undistributed capital gain in a timely notice to its shareholders who (a) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (b) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If a Fund makes this designation, for U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders gross income under clause (a) of the preceding sentence and the tax deemed paid by the shareholder under clause (b) of the preceding sentence. The Funds are not required to, and there can be no assurance a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to any such portion of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss, if any, from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss, if any, attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.
If a Fund were to fail to distribute in a calendar year at least an amount equal, in general, to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year (or November 30 or December 31, if the Fund is eligible to elect and so elects), plus any such amounts retained from the prior year, the Fund would be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RICs ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October 31 of a calendar year (or November 30, if the Fund makes the election referred to above) generally are treated as arising on January 1 of the following calendar year; in the case of a Fund with a December 31 year end that makes the election described above, no such gains or losses will be so treated. Also, for these purposes, a Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Each Fund intends generally to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so. Distributions declared by a Fund during October, November and December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31 of the year in which declared.
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Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a Funds net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether the Fund retains or distributes such gains. A Fund may carry net capital losses forward to one or more subsequent taxable years without expiration; any such carryforward losses will retain their character as short-term or long-term. The Fund must apply such carryforwards first against gains of the same character. See a Funds most recent annual shareholder report for the Funds available capital loss carryovers as of the end of its most recently ended fiscal year.
Taxation of Distributions Received by Shareholders
For U.S. federal income tax purposes, distributions of investment income are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned (or is deemed to have owned) the investments that generated them, rather than how long a shareholder has owned his or her Fund shares. In general, a Fund will recognize long-term capital gain or loss on the disposition of assets the Fund has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on the disposition of investments the Fund has owned (or is deemed to have owned) for one year or less. Distributions of net-capital gain (that is, the excess of net long-term capital gain over net short-term capital loss) that are properly reported by a Fund as capital gain dividends (Capital Gain Dividends) generally will be taxable to a shareholder receiving such distributions as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. Distributions from capital gains are generally made after applying any available capital loss carryovers. The Funds do not expect to distribute Capital Gain Dividends. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income. Distributions of investment income properly reported by a Fund and, in the case of a Fund investing in a Portfolio treated as a RIC, the Portfolio, as derived from qualified dividend income will be taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at each of the shareholder, the Portfolio and, in the case of a Fund investing in a Portfolio treated as a RIC, the Fund level. The Funds do not expect Fund distributions to be derived from qualified dividend income.
The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, net investment income generally includes, among other things, (i) distributions paid by a Fund of net investment income and capital gains, and (ii) any net gain from the sale, redemption, exchange or other taxable disposition of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.
If a Fund makes a distribution to a shareholder in excess of the Funds current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Shareholders of a Fund will be subject to federal income taxes as described herein on distributions made by the Fund whether received in cash or reinvested in additional shares of the Fund.
Distributions with respect to a Funds shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Funds realized income and gains, even though such distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when a Funds net asset value includes either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the shareholder paid. Such distributions may reduce the fair market value of the Funds shares below the shareholders cost basis in those shares. As described above, a Fund is required to distribute realized income and gains regardless of whether the Funds net asset value also reflects unrealized losses.
In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the corresponding Portfolio must meet holding period and other requirements with respect to the dividend-paying stocks held by the Portfolio, the shareholder must meet holding period and other requirements with respect to the Funds shares, and in the case of a Fund investing in a Portfolio treated as a RIC, the Fund must meet holding period and other requirements with respect to its shares in the Portfolio. In general, a dividend will not be treated as qualified dividend income (at any of the Portfolio, Fund or shareholder level, as applicable) (a) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of
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certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (b) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (c) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (d) if the dividend is received from a foreign corporation that is (i) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (ii) treated as a passive foreign investment company.
In general, distributions of investment income properly reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares. If the aggregate qualified dividends (a) allocated to a Fund by a Portfolio that is treated as a partnership or (b) received by a Fund from a Portfolio that is treated as a RIC, during any taxable year are 95% or more of the Funds gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Funds dividends (other than dividends properly reported as Capital Gain Dividends) will be eligible to be treated as qualified dividend income.
In general, dividends of net investment income received by corporate shareholders of a Fund will qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends from domestic corporations received by a Portfolio (a) that is treated as a partnership and allocated to the Fund, or (b) that is treated as a RIC and in turn paid by the Portfolio to the Fund for the taxable year. A dividend so allocated or paid to a Fund will not be treated as a dividend eligible for the dividends-received deduction (at any of the Portfolio, Fund or shareholder level, as applicable) (a) if it has been received with respect to any share of stock that the Portfolio has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (b) to the extent that the Portfolio is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, a Fund that invests in a corresponding Portfolio that is treated as a RIC must meet similar requirements with respect to its shares of the corresponding Portfolio. Finally, the dividends-received deduction may otherwise be disallowed or reduced (x) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (y) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). The Funds do not expect Fund distributions to be eligible for the dividends-received deduction.
Any distribution of income that is attributable to (a) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (b) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.
If a Fund holds, directly or indirectly, one or more tax credit bonds issued on or before December 31, 2017, on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the bond otherwise allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to the tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code, and the amount of the tax credits may not exceed the amount reported by the Fund in a written notice to shareholders. Even if a Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
Tax Considerations Applicable to Funds Investing in Portfolios Treated as Partnerships
Certain Funds invest substantially all of their investable assets in a corresponding Portfolio that is treated as a partnership for U.S. federal income tax purposes. In such cases the nature and character of each such Funds income, gains, losses and deductions will generally be determined at the Portfolio level and each such Fund will be allocated its share of Portfolio income and gains. As applicable, references to income, gains, losses and deductions of a Fund will be to income, gains and losses recognized and deductions accruing at the Portfolio level and allocated to or otherwise taken into account by the Fund, and references to assets of a Fund will be to the Funds allocable share of the assets of the corresponding Portfolio.
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Such a Fund may be required to redeem a portion of its interest in a Portfolio in order to obtain sufficient cash to make the requisite distributions to maintain its qualification for treatment as a RIC. The Portfolio in turn may be required to sell investments in order to meet such redemption requests, including at a time when it may not be advantageous to do so.
In addition, in certain circumstances, the wash sale rules under Section 1091 of the Code may apply to the Funds sales of the corresponding Portfolio interests that have generated losses. A wash sale occurs if equity interests of an issuer are sold by a Fund at a loss and the Fund acquires additional interests of that same issuer 30 days before or after the date of the sale. The wash-sale rules could defer losses in a Funds hands on corresponding interests in a Portfolio (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
Tax Considerations Applicable to Funds Investing in Portfolios Treated as RICs
The following considerations are relevant to shareholders of Funds that invest substantially all of their assets in a corresponding Portfolio that intends to elect to be treated and to qualify and be eligible to be treated each year as a RIC.
Substantially all of such a Funds income will result from distributions or deemed distributions from the corresponding Portfolio. Additionally, whether a Fund will meet the asset diversification test described above will depend on whether the corresponding Portfolio meets each of the income, diversification and distribution tests. If a Portfolio were to fail to meet any such test and were ineligible to or otherwise were not to cure such failure, the corresponding Fund would as a result itself fail to meet the asset diversification test and might be ineligible or unable to or might otherwise not cure such failure.
Because each Fund invests substantially all of its assets in shares of the corresponding Portfolio, its distributable income and gains will normally consist substantially of distributions from the corresponding Portfolio. To the extent that a Portfolio realizes net losses on its investments for a given taxable year, the corresponding Fund will not be able to benefit from those losses until, and only to the extent that (i) the Portfolio realizes gains that it can reduce by those losses, or (ii) the Fund recognizes its share of those losses when it disposes of shares of the Portfolio in a transaction qualifying for sale or exchange treatment. Moreover, even when a Fund does make such a disposition, any loss will be recognized as a capital loss, a portion of which may be a long-term capital loss. The Funds will not be able to offset any capital losses from its dispositions of shares of the corresponding Portfolio against its ordinary income (including distributions of any net short-term capital gains realized by a Portfolio), and the Funds long-term capital losses first offset its long-term capital gains, increasing the likelihood that the Funds short-term capital gains are distributed to shareholders as ordinary income.
In addition, in certain circumstances, the wash sale rules under Section 1091 of the Code may apply to the Funds sales of the corresponding Portfolio shares that have generated losses. A wash sale occurs if shares of an issuer are sold by a Fund at a loss and the Fund acquires additional shares of that same issuer 30 days before or after the date of the sale. The wash-sale rules could defer losses in a Funds hands on corresponding Portfolio shares (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
The foregoing rules may cause the tax treatments of a Funds gains, losses and distributions to differ at times from the tax treatment that would apply if the Fund invested directly in the types of securities held by the corresponding Portfolio. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.
Finally, a RIC generally must look through its 20 percent voting interest in a corporation, including a RIC, to the underlying assets thereof for purposes of the diversification test; special rules potentially provide limited relief from the application of this rule where a RIC owns such an interest in an underlying RIC (as defined below), such as a Portfolio.
Investments in Other RICs.
If a Fund receives dividends from a Portfolio treated as a RIC, or a Portfolio receives dividends from a mutual fund, an ETF or another investment company that qualifies as a RIC (each an underlying RIC) and the underlying RIC reports such dividends as qualified dividend income, then the Fund, or Portfolio, as applicable, is permitted, in turn, to report a portion of its distributions as qualified dividend income, provided the Fund, or Portfolio, as applicable, meets the holding period and other requirements with respect to shares of the underlying RIC.
If a Fund or Portfolio receives dividends from an underlying RIC and the underlying RIC reports such dividends as eligible for the dividends-received deduction, then the Fund or Portfolio, as applicable, is permitted, in turn, to report a portion of its distributions as eligible for the dividends-received deduction, provided the Fund or Portfolio, as applicable, meets the holding period and other requirements with respect to shares of the underlying RIC.
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The foregoing rules may cause the tax treatments of a Funds gains, losses and distributions to differ at times from the tax treatment that would apply if the Fund invested directly in the types of securities held by the corresponding Portfolio. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.
Tax Implications of Certain Fund Investments
Special Rules for Debt Obligations . Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount. Generally, original issue discount (OID) is treated as interest income and is included in a Funds income and required to be distributed by the Fund over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind securities will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by a Fund may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its revised issue price) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i)generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt obligation, (ii) alternatively, a Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in income (as ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation and (iii) the rate at which the market discount accrues, and thus is included in a Funds income, will depend upon which of the permitted accrual methods the Fund elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayers financial statements. The application of Section 451 to the accrual of market discount is currently unclear. If Section 451 applies to the accrual of market discount, a Fund must include in income any market discount as it takes the same into account on its financial statements.
If a Fund holds the foregoing kinds of obligations, or other obligations subject to special rules under the Code, the Fund may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or, if necessary, by disposition of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause a Fund to realize higher amounts of short-term capital gains (generally taxed to shareholders at ordinary income tax rates) and, in the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than they would have if the Fund had not held such obligations.
Securities Purchased at a Premium . Very generally, where a Fund purchases a bond at a price that exceeds the redemption price at maturity that is, at a premium the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if a Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, the Fund is permitted to deduct any remaining premium allocable to a prior period.
A portion of the OID accrued on certain high yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends-received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by a Fund may be eligible for the dividends-received deduction to the extent attributable to the deemed dividend portion of such OID.
At-risk or Defaulted Securities . Investments in debt obligations that are at risk of or in default present special tax issues for the Funds. Tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, OID or market discount; whether, when or to what extent the Fund should recognize market discount on a debt obligation; when and to what extent a Fund may take deductions for bad debts or worthless securities; and how a Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.
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Certain Investments in Mortgage Pooling Vehicles . Certain Funds may invest directly or indirectly in residual interests in real estate mortgage investment conduits (REMICs) (including by investing in residual interests in collateralized mortgage obligations (CMOs) with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (TMPs). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to the Fund from certain pass-through entities) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an excess inclusion) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as a Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a RIC investing in such securities may not be a suitable investment for charitable remainder trusts, as noted below.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
Foreign Currency Transactions . Any transaction by a Fund in foreign currencies, foreign currency-denominated debt obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate a Funds distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.
Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.
Options and Futures . In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If a call option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Funds obligation under an option other than through the exercise of the option will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
A Funds options activities may include transactions constituting straddles for U.S. federal income tax purposes, that is, that trigger the U.S. federal income tax straddle rules contained primarily in Section 1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset the former position, including options that are covered by a Funds long position in the subject security. Very generally, where applicable, Section 1092 requires (i) that losses be deferred on positions deemed to be offsetting positions with respect to substantially similar or related property, to the extent of unrealized gain in the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not deep in the money may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or fail to qualify for the dividends-received deduction, as the case may be.
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The tax treatment of certain positions entered into by a Fund, including regulated futures contracts, certain foreign currency positions and certain listed non-equity options, will be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
Derivatives, Hedging, and Related Transactions . In addition to the special rules described above in respect of futures and options transactions, a Funds transactions in other derivative instruments (e.g., forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to one or more special tax rules (e.g., notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Funds securities, thereby affecting whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax.
Book-Tax Differences . Certain of a Funds investments in derivative instruments and foreign currency-denominated instruments, and any of the Funds transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If such a difference arises, and a Funds book income is less than the sum of its taxable income and net tax-exempt income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if a Funds book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Funds remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipients basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Foreign Taxation
A Funds income, proceeds and gains from sources within foreign countries may be subject to non-U.S. withholding or other taxes, which will reduce the yield of those investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. Shareholders generally will not be entitled separately to claim a credit or deduction in respect of non-U.S. taxes paid or treated as paid by the Fund.
Backup Withholding
A Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number (TIN), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Tax-Exempt Shareholders
Income of a RIC that would be unrelated business taxable income (UBTI) if earned directly by a tax-exempt entity will not generally constitute UBTI when distributed to a tax-exempt shareholder of the RIC. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
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A tax-exempt shareholder may also recognize UBTI if a Fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICS or equity interests in TMPs if the amount of such income recognized by the Fund exceeds the Funds investment company taxable income (after taking into account deductions for dividends paid by the Fund).
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a RIC that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a RIC that recognizes excess inclusion income, then the RIC will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in a Fund. CRTs are urged to consult their tax advisors concerning the consequences of investing in each Fund.
Redemptions and Exchanges
Redemptions and exchanges of each Funds shares are taxable events and, accordingly, shareholders may realize gain or loss on these transactions. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of Fund shares held by a shareholder for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to the shares. Further, subject to the discussion below regarding money market funds, all or a portion of any loss realized upon a taxable disposition of Fund shares generally will be disallowed under the Codes wash sale rule if other substantially identical shares are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
The IRS permits a simplified method of accounting for gains and losses realized upon the disposition of shares of a regulated investment company that is a money market fund. Very generally, rather than realizing gain or loss upon each redemption of a share, a shareholder of a Fund using such method of accounting will recognize gain or loss with respect to such a Funds shares for a given computation period (the shareholders taxable year or shorter period selected by the shareholder) equal to the value of all the Fund shares held by the shareholder on the last day of the computation period, less the value of all Fund shares held by the shareholder on the last day of the preceding computation period, less the shareholders net investment in the Fund (generally, purchases minus redemptions) made during the computation period. The IRS has also published guidance providing that the wash sale rule of the Codedisallowing losses on taxable dispositions of Fund shares where other substantially identical shares are purchased, including by means of dividend reinvestment, within 30 days before or after the dispositionwill not apply to redemptions of shares in a so-called floating NAV money market fund, such as the ILR Fund. Shareholders of a Fund are urged to consult their own tax advisors regarding their investment in the Fund.
Upon the redemption or exchange of shares of a Fund, the Fund or, in the case of shares purchased through a financial intermediary, the financial intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Fund shares you redeemed or exchanged. See the Funds prospectuses for more information.
Tax Shelter Reporting
Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
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Non-U.S. Shareholders
Non-U.S. shareholders in a Fund should consult their tax advisors concerning the tax consequences of ownership of shares in the Fund. Distributions by a Fund to shareholders that are not U.S. persons within the meaning of the Code ( foreign shareholders) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.
In general, the Code defines (1) short-term capital gain dividends as distributions of net short-term capital gains in excess of net long-term capital losses and (2) interest-related dividends as distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by a Fund in a written notice to shareholders.
The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. If a Fund invests in a RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (i) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (ii) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (iii) that is within certain foreign countries that have inadequate information exchange with the United States, or (iv) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation). A RIC is permitted to report such parts of its dividends as are eligible to be treated as interest-related or short-term capital gain dividends, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders.
Foreign shareholders should contact their intermediaries regarding the application of withholding rules to their accounts.
Distributions by a Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund unless (a) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (b) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (c) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests (USRPIs) apply to the foreign shareholders sale of shares of the Fund (as described below).
Foreign shareholders with respect to whom income from a Fund is effectively connected with a trade or business conducted by the foreign person within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
Special rules would apply if a Fund were a qualified investment entity (QIE) because it is either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. A Fund that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than-10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes
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of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether a Fund is a QIE. If an interest in a Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
If a Fund were a QIE under a special look-through rule, any distributions by the Fund to a foreign shareholder attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier REIT that the Fund is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition of USRPIs by the Fund, would retain their character as gains realized from USRPIs in the hands of the Funds foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholders current and past ownership of the Fund. Each Fund generally does not expect that it will be a QIE.
Foreign shareholders of a Fund also may be subject to wash sale rules to prevent the avoidance of the tax-filing and payment obligations discussed above through the sale and repurchase of Fund shares.
Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Fund.
In order for a foreign shareholder to qualify for any exemptions from withholding described above or from lower withholding tax rates under income tax treaties, or to establish an exemption from back back-up withholding, the foreign shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8 BEN-E, or substitute form). Non-U.S. investors in a Fund should consult their tax advisers in this regard.
Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should consult their tax advisers about their particular situation.
A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax on income referred to above.
Shareholder Reporting Obligations With Respect To Foreign Bank and Financial Accounts
Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Fund by vote or value could be required to report annually their financial interest in the Funds foreign financial accounts, if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult a tax advisor, and persons investing in a Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.
Other Reporting and Withholding Requirements
Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, FATCA) generally require a Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an IGA) between the United States and a foreign government. If a shareholder fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends it pays and 30% of the gross proceeds of share redemptions or exchanges and certain Capital Gain Dividends it pays on or after January 1, 2019. If a payment by a Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (e.g., Capital Gain Dividends, short-term capital gain dividends and interest-related dividends).
Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
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General Considerations
The U.S. federal income tax discussion set forth above is for general information only. Prospective investors should consult their tax advisers regarding the specific U.S. federal income tax consequences of purchasing, holding, and disposing of shares of the Fund, as well as the effects of state, local, foreign, and other tax laws and any proposed tax law changes.
SSGA FD serves as the Funds distributor pursuant to the Distribution Agreement by and between SSGA FD and the Trust. Pursuant to the Distribution Agreement, the Funds pay SSGA FD fees under the Rule 12b-1 Plan in effect for the Funds. For a description of the fees paid to SSGA FD under the Rule 12b-1 Plan, see Distribution Plans, above. SSGA FD is not obligated to sell any specific number of shares and will sell shares of a Fund on a continuous basis only against orders to purchase shares. The principal business address of SSGA FD is One Iron Street, Boston, MA 02210.
The audited financial statements for the fiscal year ended December 31, 2017 for the Funds in operation at that date are included in the Annual Report of the Trust (the Annual Report), which was filed with the SEC on March 8, 2018 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-18-074963) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (877) 521-4083.
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RATINGS OF DEBT INSTRUMENTS
MOODYS INVESTORS SERVICE, INC. (MOODYS)
GLOBAL LONG-TERM RATING SCALE
Ratings assigned on Moodys global long-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa : Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa : Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A : Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa : Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba : Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B : Obligations rated B are considered speculative and are subject to high credit risk.
Caa : Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca : Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C : Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*
* | By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. |
GLOBAL SHORT-TERM RATING SCALE
Ratings assigned on Moodys global short-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
P-1 : Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 : Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 : Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
A-1
NP : Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
S&P GLOBAL RATINGS (S&P)
ISSUE CREDIT RATING DEFINITIONS
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings view of the obligors capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS*
AAA : An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is extremely strong.
AA : An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A : An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB : An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation.
BB; B; CCC; CC; and C: Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
BB : An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligors inadequate capacity to meet its financial commitments on the obligation.
B : An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments on the obligation.
CCC : An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC : An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C : An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D : An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar
A-2
days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
NR: This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.
* | The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. |
SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitments on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligors capacity to meet its financial commitments on the obligation.
B: A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligors inadequate capacity to meet its financial commitments.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D: A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
FITCH RATINGS. (FITCH)
ISSUER DEFAULT RATINGS
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities in global infrastructure and project finance. IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
A-3
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Near default
A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include:
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; |
c. | the formal announcement by the issuer or their agent of a distressed debt exchange; |
d. | a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
RD: Restricted default.
RD ratings indicate an issuer that in Fitchs opinion has experienced:
a. | an uncured payment default on a bond, loan or other material financial obligation, but |
b. | has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and |
c. | has not otherwise ceased operating. |
This would include:
i. | the selective payment default on a specific class or currency of debt; |
ii. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
A-4
iii. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations. |
D: Default.
D ratings indicate an issuer that in Fitchs opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
SHORT-TERM RATINGS ASSIGNED TO ISSUERS AND OBLIGATIONS
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High Short-Term Default risk. Default is a real possibility.
RD: Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. For example, the rating category AA has three notch-specific rating levels (AA+; AA; AA-; each a rating level). Such suffixes are not added to AAA ratings. For corporate finance obligation ratings, they are not appended to rating categories below the CCC. For all other sectors/obligations, they are not assigned to rating categories below the B.
A-5
APPENDIX B - TRUSTS PROXY VOTING PROCEDURES
SSGA FUNDS
STATE STREET MASTER FUNDS
STATE STREET INSTITUTIONAL INVESTMENT TRUST
ELFUN GOVERNMENT MONEY MARKET FUND
ELFUN TAX EXEMPT INCOME FUND
ELFUN INCOME FUND
ELFUN DIVERSIFIED FUND
ELFUN INTERNATIONAL EQUITY FUND
ELFUN TRUSTS
STATE STREET NAVIGATOR SECURITIES LENDING TRUST
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Boards of Trustees of the SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts (each a Trust, and each series thereof, a Fund) 1 have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trusts investment portfolios.
1. | Proxy Voting Policy |
The policy of the Trust is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust to SSGA Funds Management, Inc., the Trusts investment adviser (the Adviser), subject to the Trustees continuing oversight.
2. | Fiduciary Duty |
The right to vote proxies with respect to a portfolio security held by the Trust is an asset of the Trust. The Adviser acts as a fiduciary of the Trust and must vote proxies in a manner consistent with the best interest of the Trust and its shareholders.
3. | Proxy Voting Procedures |
A. At least annually, the Adviser shall present to the Boards of Trustees its policies, procedures and other guidelines for voting proxies (Policy) and the policy of any Sub- adviser (as defined below) to which proxy voting authority has been delegated (see Section 9 below). In addition, the Adviser shall notify the Trustees of material changes to its Policy or the policy of any Sub - adviser promptly and not later than the next regular meeting of the Board of Trustees after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees its policy for managing conflicts of interests that may arise through the Advisers proxy voting activities. In addition, the Adviser shall report any Policy overrides involving portfolio securities held by a Fund to the Trustees at the next regular meeting of the Board of Trustees after such override(s) occur.
C. At least annually, the Adviser shall inform the Trustees that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust during the year. Also see Section 5 below.
1 | Unless otherwise noted, the singular term Trust used throughout this document means each of SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts. |
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4. | Revocation of Authority to Vote |
The delegation by the Trustees of the authority to vote proxies relating to portfolio securities of the Trust may be revoked by the Trustees, in whole or in part, at any time.
5. | Annual Filing of Proxy Voting Record |
The Adviser shall provide the required data for each proxy voted with respect to portfolio securities of the Trust to the Trust or its designated service provider in a timely manner and in a format acceptable to be filed in the Trusts annual proxy voting report on Form N-PX for the twelve-month period ended June 30. Form N-PX is required to be filed not later than August 31 of each year.
6. | Retention and Oversight of Proxy Advisory Firms |
A. In considering whether to retain or continue retaining a particular proxy advisory firm, the Adviser will ascertain whether the proxy advisory firm has the capacity and competency to adequately analyze proxy issues, act as proxy voting agent as requested, and implement the Policy. In this regard, the Adviser will consider, at least annually, among other things, the adequacy and quality of the proxy advisory firms staffing and personnel and the robustness of its policies and procedures regarding its ability to identify and address any conflicts of interest. The Adviser shall, at least annually, report to Boards of Trustees regarding the results of this review.
B. The Adviser will request quarterly and annual reporting from any proxy advisory firm retained by the Adviser, and hold ad hoc meetings with such proxy advisory firm, in order to determine whether there has been any business changes that might impact the proxy advisory firms capacity or competency to provide proxy voting advice or services or changes to the proxy advisory firms conflicts policies or procedures. The Adviser will also take reasonable steps to investigate any material factual error, notified to the Adviser by the proxy advisory firm or identified by the Adviser, made by the proxy advisory firm in providing proxy voting services.
7. | Periodic Sampling |
The Adviser will periodically sample proxy votes to review whether they complied with the Policy. The Adviser shall, at least annually, report to the Boards of Trustees regarding the frequency and results of the sampling performed.
8. | Disclosures |
A. The Trust shall include in its registration statement:
1. A description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio securities; and
1. A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trusts toll-free telephone number; or through a specified Internet address; or both; and on the Securities and Exchange Commissions (the SEC) website.
B. The | Trust shall include in its annual and semi-annual reports to shareholders: |
1. A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trusts toll-free telephone number; through a specified Internet address, if applicable; and on the SECs website; and
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2. A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trusts toll-free telephone number; or through a specified Internet address; or both; and on the SECs website.
9. | Sub-Advisers |
For certain Funds, the Adviser may retain investment management firms (Sub-advisers) to provide day-to-day investment management services to the Funds pursuant to sub-advisory agreements. It is the policy of the Trust that the Adviser may delegate proxy voting authority with respect to a Fund to a Sub-adviser. Pursuant to such delegation, a Sub-adviser is authorized to vote proxies on behalf of the applicable Fund or Funds for which it serves as sub-adviser, in accordance with the Sub-advisers proxy voting policies and procedures.
10. | Review of Policy |
The Trustees shall review this policy to determine its continued sufficiency as necessary from time to time.
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APPENDIX C - ADVISERS PROXY VOTING PROCEDURES AND GUIDELINE S
March 2018
Global Proxy Voting and Engagement Principles
State Street Global Advisors (SSGA), one of the industrys largest institutional asset managers, is the investment management arm of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSGA has discretionary proxy voting authority over most of its client accounts, and SSGA votes these proxies in the manner that we believe will most likely protect and promote the long-term economic value of client investments as described in this document i .
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Global Proxy Voting and Engagement Principles
State Street Global Advisors (SSGA) maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the EU, Japan, New Zealand , North America (Canada and the US), the UK and emerging markets. International markets that do not have specific guidelines are reviewed and voted consistent with our Global Proxy Voting and Engagement Principles; however, SSGA also endeavors to show sensitivity to local market practices when voting in these various markets.
SSGAs Approach to Proxy Voting and Issuer Engagement
At SSGA, we take our fiduciary duties as an asset manager very seriously. We have a dedicated team of corporate governance professionals who help us carry out our duties as a responsible investor. These duties include engaging with companies, developing and enhancing in-house corporate governance guidelines, analyzing corporate governance issues on a case-by-case basis at the company level, and exercising our voting rightsall to maximize shareholder value.
SSGAs Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another and, likewise, engagement activity may take different forms in order to best achieve long-term engagement goals. We believe that proxy voting and engagement with portfolio companies is often the most direct and productive way shareholders can exercise their ownership rights, and taken together, we view these tools to be an integral part of the overall investment process.
We believe engagement and voting activity have a direct relationship. As a result, the integration of our engagement activities, while leveraging the exercise of our voting rights, provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client accounts. SSGA maximizes its voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the different investment views and objectives across SSGA, depending on the product or strategy, the fiduciary responsibilities of share ownership and voting for which SSGA has voting discretion are carried out with a single voice and objective.
The Principles support governance structures that we believe add to, or maximize shareholder value at the companies held in our clients portfolios. SSGA conducts issuer specific engagements with companies to discuss our principles, including sustainability related risks. In addition, we encourage issuers to find ways of increasing the amount of direct communication board members have with shareholders. We believe direct communication with
executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, where appropriate, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns.
In conducting our engagements, SSGA also evaluates the various factors that play into the corporate governance framework of a country, including but not limited to, the macroeconomic conditions and broader political system, the quality of regulatory oversight, the enforcement of property and shareholder rights and the independence of the judiciary. SSGA understands that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, SSGA engages with issuers, regulators, or both, depending on the market. SSGA also is a member of various investor associations that seek to address broader corporate governance related policy at the country level as well as issuer specific concerns at a company level.
To help mitigate company specific risk, the SSGA Asset Stewardship Team may collaborate with members of the active investment teams to engage with companies on corporate governance issues and address any specific concerns, or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. Outside of proxy voting season, SSGA conducts issuer specific engagements with companies covering various corporate governance and sustainability related topics.
The SSGA Asset Stewardship Team uses a blend of quantitative and qualitative research and data to support screens to help identify issuers where active engagement may be necessary to protect and promote shareholder value. Issuer engagement may also be event driven, focusing on issuer specific corporate governance, sustainability concerns or wider industry related trends. SSGA also gives consideration to the size of our total position of the issuer in question and/or the potential negative governance, performance profile, and circumstance at hand. As a result, SSGA believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSGA defines engagement methods:
Active
SSGA uses screening tools designed to capture a mix of company specific data including governance and sustainability profiles to help us focus our voting and engagement activity.
SSGA will actively seek direct dialogue with the board and management of companies we have identified through our
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screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. SSGA routinely discusses specific voting issues and items with the issuer community. Reactive engagement is an opportunity to address not only voting items, but also a wide range of governance and sustainability issues.
SSGA has established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. To limit the subjectivity of measuring our success we actively seek issuer feedback and monitor the actions issuers take post-engagement to identify tangible changes. By doing so, we are able to establish indicators to gauge how issuers respond to our concerns and to what degree these responses satisfy our requests. It is also important to note that successful engagement activity can be measured over differing time periods depending on the facts and circumstances involved. Engagements can last as short as a single meeting or span multiple years.
Depending on the issue and whether the engagement activity is reactive, recurring, or active, engagement with issuers can take the form of written communication, conference calls, or face-to-face meetings. SSGA believes active engagement is best conducted directly with company management or board members. Collaborative engagement, where multiple shareholders communicate with company representatives, can serve as a potential forum for issues that are not identified by SSGA as requiring active engagement, such as shareholder conference calls.
Proxy Voting Procedure
Oversight
The SSGA Asset Stewardship Team is responsible for developing and implementing the Proxy Voting and Engagement Guidelines (the Guidelines), case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues. The implementation of the Guidelines is overseen by the SSGA Global Proxy Review Committee (PRC), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in greater detail below. Oversight of the proxy voting process is ultimately the responsibility of the SSGA
Investment Committee (IC). The IC reviews and approves amendments to the Guidelines. The PRC reports to the IC, and may refer certain significant proxy items to that committee.
Proxy Voting Process
In order to facilitate SSGAs proxy voting process, SSGA retains Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. SSGA utilizes ISSs services in three ways: (1) as SSGAs proxy voting agent (providing SSGA with vote execution and administration services); (2) for applying the Guidelines; and (3) as providers of research and analysis relating to general corporate governance issues and specific proxy items.
The SSGA Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis as needed. On most routine proxy voting items (e.g., ratification of auditors), ISS will affect the proxy votes in accordance with the Guidelines.
In other cases, the Asset Stewardship Team will evaluate the proxy solicitation to determine how to vote based on facts and circumstances, consistent with the Principles, and the accompanying Guidelines, that seek to maximize the value of our client accounts.
In some instances, the Asset Stewardship Team may refer significant issues to the PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the PRC, the Asset Stewardship Team will consider whether a material conflict of interest exists between the interests of our client and those of SSGA or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
SSGA votes in all markets where it is feasible; however, SSGA may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our ability to trade the security, where issuer-specific special documentation is required, or where various market or issuer certifications are required. SSGA is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction, or when they charge a meeting specific fee in excess of the typical custody service agreement.
Conflict of Interest
See SSGAs standalone Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Principles
Directors and Boards
The election of directors is one of the most important fiduciary duties SSGA performs as a shareholder. SSGA believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSGA seeks to vote director elections in a way which we, as a fiduciary, believe will maximize the long-term value of each portfolios holdings.
Principally, a board acts on behalf of shareholders by protecting their interests and preserving their rights. This concept establishes the standard by which board and director performance is measured. To achieve this fundamental principle, the role of the board, in SSGAs view, is to carry out its responsibilities in the best long-term interest of the company and its shareholders. An independent and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan for the board and management, provides risk oversight and assesses the performance of the CEO and management. In contrast, management implements the business and capital allocation strategies and runs the companys day-to-day operations. As part of SSGAs engagement process, SSGA routinely discusses the importance of these responsibilities with the boards of issuers.
SSGA believes the quality of a board is a measure of director independence, director succession planning, board diversity, evaluations and refreshment and company governance practices. In voting to elect nominees, SSGA considers many factors. SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will effectively monitor management, maintain appropriate governance practices and perform oversight functions necessary to protect shareholder interests. SSGA also believes the right mix of skills, independence, diversity and qualifications among directors provides boards with the knowledge and direct experience to deal with risks and operating structures that are often unique and complex from one industry to another.
Accounting and Audit Related Issues
SSGA believes audit committees are critical and necessary as part of the boards risk oversight role. The audit committee is responsible for setting out an internal audit function to provide robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. SSGA believes audit committees should have independent directors as members, and SSGA will hold the members of the audit committee responsible for overseeing the management of the audit function.
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of the internal controls and the independence of the audit process are essential if investors are to rely on financial statements. Also, it is important for the audit committee to appoint external auditors who are independent from management as we expect auditors to provide assurance as of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, grow and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to a shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. Altering the capital structure of a company is a critical decision for boards and in making such a critical decision, SSGA believes the company should have a well explained business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In evaluating mergers and acquisitions, SSGA considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSGA uses its discretion in order to maximize shareholder value.
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer, or reducing the likelihood of a successful offer. SSGA does not support proposals that reduce shareholders rights, entrench management or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
SSGA considers the boards responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive compensation; SSGA believes that there should be a direct relationship between executive compensation and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer
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selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests, as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also consider executive compensation practices when re-electing members of the remuneration committee.
SSGA recognizes that compensation policies and practices are unique from market to market; often with significant differences between the level of disclosures, the amount and forms of compensation paid, and the ability of shareholders to approve executive compensation practices. As a result, our ability to assess the appropriateness of executive compensation is often dependent on market practices and laws.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors may not only have an impact on the reputation of companies but may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could be the result of anything from regulation and litigation, physical threats (severe weather, climate change), economic trends to shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to demonstrate how sustainability fits into operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on a company, its industry, operations, and geographic footprint. SSGA may also take action against the re-election of board members if we have serious concerns over ESG practices and the company has not been responsive to shareholder requests to amend them.
General/Routine
Although SSGA does not seek involvement in the day-to-day operations of an organization, SSGA recognizes the need for conscientious oversight and input into management decisions that may affect a companys value. SSGA supports proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.
Fixed Income Stewardship
The two elements of SSGAs fixed income stewardship program are:
Proxy Voting:
While matters that come up for a vote at bondholder meetings vary by jurisdiction, examples of common proxy voting resolutions at bondholder meetings include:
| Approving amendments to debt covenants and/or terms of issuance; |
| Authorizing procedural matters such as filing of required documents/other formalities; |
| Approving debt restructuring plans; |
| Abstaining from challenging the bankruptcy trustees; |
| Authorizing repurchase of issued debt security; |
| Approving the placement of unissued debt securities under the control of directors; and, |
| Approve spin-off/absorption proposals. |
Given the nature of the items that come up for vote at bondholder meetings, SSGA takes a case-by-case approach to voting bondholder resolutions. Where necessary, SSGA will engage with issuers on voting matters prior to arriving at voting decisions. All voting decisions will be made in the best interest of our clients.
Issuer Engagement:
SSGA recognizes that debt holders have limited leverage with companies on a day-to-day basis. However, we believe that given the size of our holdings in corporate debt, SSGA can meaningfully influence ESG practices of companies through issuer engagement. Our guidelines for engagement with fixed income issuers broadly follow the engagement guidelines for our equity holdings as described above.
Securities on Loan
For funds where SSGA acts as trustee, SSGA may recall securities in instances where SSGA believes that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, SSGA must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, SSGA does not receive timely
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notice, and is unable to recall the shares on or before the record date. Second, SSGA, exercising its discretion may recall shares if it believes the benefit of voting shares will outweigh the foregone lending income. This determination requires SSGA, with the information available at the time, to form judgments about events or outcomes that are difficult to quantify. Given past experience in this area, however, we believe that the recall of securities will rarely provide an economic benefit that outweighs the cost of the foregone lending income.
Reporting
Any client who wishes to receive information on how its proxies were voted should contact its SSGA relationship manager.
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Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9001-INST-7541 0317 Exp. Date: 03/31/2018
i | These Global Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
State Street Corporation has a comprehensive standalone Conflicts of Interest Policy and other policies that address a range of conflicts of interests identified. In addition, State Street Global Advisors (SSGA), the asset management business of State Street Corporation, maintains a conflicts register that identifies key conflicts and describes systems in place to mitigate the conflicts. This guidance i is designed to act in conjunction with related policies and practices employed by other groups within the organization. Further, they complement those policies and practices by providing specific guidance on managing the conflicts of interests that may arise through SSGAs proxy voting and engagement activities.
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Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors (SSGA) has policies and procedures designed to prevent undue influence on SSGAs voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation (STT), State Street Global Advisors, SSGA affiliates, SSGA Funds or SSGA Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of SSGAs Asset Stewardship team. Members of the Asset Stewardship team may from time to time discuss views on proxy voting matters, company performance, strategy etc. with other STT or SSGA employees including portfolio managers, senior executives and relationship managers. However, final voting decisions are made solely by the Asset Stewardship team, in a manner that is consistent with the best interests of all clients, taking into account various perspectives on risks and opportunities with a view of maximizing the value of client assets; |
| Exercising a singular vote decision for each ballot item regardless of our investment strategy; |
| Prohibiting members of SSGAs Asset Stewardship team from disclosing SSGAs voting decision to any individual not affiliated with the proxy voting process prior to the meeting or date of written consent, as the case may be; |
| Mandatory disclosure by members of the SSGAs Asset Stewardship team, Global Proxy Review Committee (PRC) and Investment Committee (IC) of any personal conflict of interest (e.g., familial relationship with company management, serves as a director on the board of a listed company) to the Head of the Asset Stewardship team. Members are required to recuse themselves from any engagement or proxy voting activities related to the conflict; |
| In certain instances, client accounts and/or SSGA pooled funds, where SSGA acts as trustee, may hold shares in STT or other SSGA affiliated entities, such as mutual funds affiliated with SSGA Funds Management, Inc. In general, SSGA will outsource any voting decision relating to a shareholder meeting of STT or other SSGA affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon SSGAs Proxy Voting and Engagement Guidelines (Guidelines); and |
| Reporting of voting guideline overrides, if any, to the PRC on a quarterly basis. |
In general, we do not believe matters that fall within the Guidelines and are voted consistently with the Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity. However, where matters do not fall within the Guidelines or where we believe that voting in accordance with the Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. In circumstances where a conflict has been identified and either: (i) the matter does not fall clearly within the Guidelines; or (ii) SSGA determines that voting in accordance with such guidance is not in the best interests of its clients, the Head of the Asset Stewardship team will determine whether a Material Relationship exists. If so, the matter is referred to the PRC. The PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the IC for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.
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For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9008-INST-7553 0317 Exp. Date: 03/31/2018
i | These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
North America (United States & Canada)
State Street Global Advisors (SSGA) North America Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidance.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) North America Proxy Voting and Engagement Guidelines address areas including board structure, director tenure, audit related issues, capital structure, executive compensation, environmental, social and other governance-related issues of companies listed on stock exchanges in the US and Canada (North America). Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in North America, SSGA expects all companies to act in a transparent manner and provide detailed disclosure on board profiles, related-party transactions, executive compensation and other governance issues that impact shareholders long-term interests. Further, as a founding member of the Investor Stewardship Group (ISG), SSGA proactively monitors companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply or explain expectations established by the principles, SSGA encourages companies to proactively disclose their level of compliance with the principles. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagements to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active investment teams; collaborating on issuer engagements and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the US Investor Stewardship Group Principles. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect
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shareholder interests. Further, SSGA expects boards of Russell 3000 and TSX listed companies to have at least one female board member .
Director related proposals include issues submitted to shareholders that deal with the composition of the board or with members of a corporations board of directors. In deciding which director nominee to support, SSGA considers numerous factors.
Director Elections
SSGAs director election guideline focuses on companies governance profile to identify if a company demonstrates appropriate governance practices or if it exhibits negative governance practices. Factors SSGA considers when evaluating governance practices include, but are not limited to the following:
| Shareholder rights; |
| Board independence; and |
| Board structure. |
If a company demonstrates appropriate governance practices, SSGA believes a director should be classified as independent based on the relevant listing standards or local market practice standards. In such cases, the composition of the key oversight committees of a board should meet the minimum standards of independence. Accordingly, SSGA will vote against a nominee at a company with appropriate governance practices if the director is classified as non-independent under relevant listing standards or local market practice AND serves on a key committee of the board (compensation, audit, nominating or committees required to be fully independent by local market standards).
Conversely, if a company demonstrates negative governance practices, SSGA believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based on the following classification standards:
| Is the nominee an employee of or related to an employee of the issuer or its auditor; |
| Does the nominee provide professional services to the issuer; |
| Has the nominee attended an appropriate number of board meetings; or |
| Has the nominee received non-board related compensation from the issuer. |
In the U.S. market where companies demonstrate negative governance practices, these stricter standards will apply not only to directors who are a member of a key committee but to all directors on the board as market practice permits. Accordingly, SSGA will vote against a nominee (with the exception of the CEO) where the board has inappropriate governance practices and is considered not independent based on the above independence criteria.
Additionally, SSGA may withhold votes from directors based on the following:
| When overall average board tenure is excessive. In assessing excessive tenure, SSGA gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures; |
| When directors attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold; |
| CEOs of a public company who sit on more than three public company boards; |
| Director nominees who sit on more than six public company boards; |
| Directors of companies that have not been responsive to a shareholder proposal which received a majority shareholder support at the last annual or special meeting; consideration maybe given if management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s); |
| Directors of companies have unilaterally adopted/ amended company bylaws that negatively impact SSGAs shareholder rights (such as fee-shifting, forum selection and exclusion service bylaws) without putting such amendments to a shareholder vote; |
| Compensation committee members where there is a weak relationship between executive pay and performance over a five-year period; |
| Audit committee members if non-audit fees exceed 50% of total fees paid to the auditors; and |
| Directors who appear to have been remiss in their duties. |
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Director Related Proposals
SSGA generally votes for the following director related proposals:
| Discharge of board members duties, in the absence of pending litigation, regulatory investigation, charges of fraud or other indications of significant concern; |
| Proposals to restore shareholders ability to remove directors with or without cause; |
| Proposals that permit shareholders to elect directors to fill board vacancies; and |
| Shareholder proposals seeking disclosure regarding the company, board, or compensation committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
SSGA generally votes against the following director related proposals:
| Requirements that candidates for directorships own large amounts of stock before being eligible to be elected; |
| Proposals that relate to the transaction of other business as properly comes before the meeting, which extend blank check powers to those acting as proxy; and |
| Proposals requiring two candidates per board seat. |
Majority Voting
SSGA will generally support a majority vote standard based on votes cast for the election of directors.
SSGA will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or repeal certain provisions.
Annual Elections
SSGA generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders rights plan.
Cumulative Voting
SSGA does not support cumulative voting structures for the election of directors.
Separation Chair/CEO
SSGA analyzes proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including but not limited to, the appointment of and role played by a lead director, a companys performance and the overall governance structure of the company.
Proxy Access
In general, SSGA believes that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. SSGA will consider proposals relating to Proxy Access on a case-by-case basis. SSGA will support shareholder proposals that set parameters to empower long-term shareholders while providing management the flexibility to design a process that is appropriate for the companys circumstances.
SSGA will review the terms of all other proposals and will support those proposals that have been introduced in the spirit of enhancing shareholder rights.
Considerations include but are not limited to the following:
| The ownership thresholds and holding duration proposed in the resolution; |
| The binding nature of the proposal; |
| The number of directors that shareholders may be able to nominate each year; |
| Company governance structure; |
| Shareholder rights; and |
| Board performance. |
Age/Term Limits
Generally, SSGA will vote against age and term limits unless the company is found to have poor board refreshment and director succession practices and has a preponderance of non-executive directors with excessively long-tenures serving on the board.
Approve Remuneration of Directors
Generally, SSGA will support directors compensation, provided the amounts are not excessive relative to other
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issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Classified Boards
SSGA generally supports annual elections for the board of directors.
Confidential Voting
SSGA will support confidential voting.
Board Size
SSGA will support proposals seeking to fix the board size or designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Audit Related Issues
Ratifying Auditors and Approving Auditor Compensation
SSGA supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSGA deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSGA will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function.
In circumstances where other fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
SSGA will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 1
Capital Related Issues
Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company.
The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the companys specific financial situation.
Increase in Authorized Common Shares
In general, SSGA supports share increases for general corporate purposes up to 100% of current authorized stock.
SSGA supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for US and Canadian firms.
When applying the thresholds, SSGA will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
SSGA votes on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, SSGA will vote for the authorization of preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
SSGA will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, SSGA will vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.
Unequal Voting Rights
SSGA will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add blank check classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders.
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However, SSGA will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported.
In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision that is deemed to have an anti-takeover effect. The majority of these proposals deal with managements attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
US: SSGA will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, SSGA will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
SSGA will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
Canada: SSGA analyzes proposals for shareholder approval of a shareholder rights plans (poison pill) on a case-by-case basis taking into consideration numerous factors, including but not limited to, whether it conforms to new generation rights plans and the scope of the plan.
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Special Meetings
SSGA will vote for shareholder proposals related to special meetings at companies that do not provide shareholders the right to call for a special meeting in their bylaws if:
| The company also does not allow shareholders to act by written consent; or |
| The company allows shareholders to act by written consent but the ownership threshold for acting by written consent is set above 25% of outstanding shares. |
SSGA will vote for shareholder proposals related to special meetings at companies that give shareholders (with a minimum 10% ownership threshold) the right to call for a special meeting in their bylaws if:
| The current ownership threshold to call for a special meeting is above 25% of outstanding shares. |
SSGA will vote for management proposals related to special meetings.
Written Consent
SSGA will vote for shareholder proposals on written consent at companies if:
| The company does not have provisions in their bylaws giving shareholders the right to call for a special meeting; or |
| The company allows shareholders the right to call for a special meeting but the current ownership threshold to call for a special meeting is above 25% of outstanding shares; and |
| The company has a poor governance profile. |
SSGA will vote management proposals on written consent on a case-by-case basis.
SuperMajority
SSGA will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSGA will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.
Remuneration Issues
Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.
Advisory Vote on Executive Compensation and Frequency
SSGA believes executive compensation plays a critical role in aligning executives interest with shareholders, attracting, retaining and incentivizing key talent, and ensuring positive correlation between the performance achieved by management and the benefits derived by shareholders. SSGA supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. SSGA seeks adequate disclosure of different compensation elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. Further, shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance on an annual basis.
In Canada , where advisory votes on executive compensation are not commonplace, SSGA will rely primarily on engagement to evaluate compensation plans.
Employee Equity Award Plans
SSGA considers numerous criteria when examining equity award proposals. Generally, SSGA does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plan are:
Excessive voting power dilution To assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares and the issued but unexercised shares by the fully diluted share count. SSGA reviews that number in light of certain factors, including the industry of the issuer.
Historical option grants Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than five to eight percent are generally not supported.
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Repricing SSGA will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.
Other criteria include the following:
| Number of participants or eligible employees; |
| The variety of awards possible; and |
| The period of time covered by the plan. |
There are numerous factors that we view as negative, and together, may result in a vote against a proposal:
| Grants to individuals or very small groups of participants; |
| Gun-jumping grants which anticipate shareholder approval of a plan or amendment; |
| The power of the board to exchange underwater options without shareholder approval; this pertains to the ability of a company to reprice options, not the actual act of repricing described above; |
| Below market rate loans to officers to exercise their options; |
| The ability to grant options at less than fair market value; |
| Acceleration of vesting automatically upon a change in control; and |
| Excessive compensation (i.e. compensation plans which are deemed by SSGA to be overly dilutive). |
Share Repurchases If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.
Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) disclose a definitive number of the shares to be bought back, (iii) specify the range of premium/discount to market price at which a company can repurchase shares and, (iv) disclose the time frame during which the shares will be bought back, will not have any such repurchase plan factored into the dilution calculation.
162(m) Plan Amendments If a plan would not normally meet the SSGA criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSGA will support the proposal to amend the plan.
Employee Stock Option Plans
SSGA generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSGA takes market practice into consideration.
Compensation Related Items
SSGA will generally support the following proposals:
| Expansions to reporting of financial or compensation-related information, within reason; and |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee. |
SSGA will generally vote against the following proposals:
| Retirement bonuses for non-executive directors and auditors. |
Miscellaneous/Routine Items
SSGA generally supports the following miscellaneous/routine governance items:
| Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate; |
| Opting-out of business combination provision; |
| Proposals that remove restrictions on the right of shareholders to act independently of management; |
| Liquidation of the company if the company will file for bankruptcy if the proposal is not approved; |
| Shareholder proposals to put option repricings to a shareholder vote; |
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Proxy Voting and Engagement Guidelines
| General updating of, or corrective amendments to, charter and bylaws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment); |
| Change in corporation name; |
| Mandates that amendments to bylaws or charters have shareholder approval; |
| Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable; |
| Repeals, prohibitions or adoption of anti-greenmail provisions; |
| Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced and proposals to implement a reverse stock split to avoid delisting; and |
| Exclusive forum provisions. |
SSGA generally does not support the following miscellaneous/ routine governance items:
| Proposals asking companies to adopt full tenure holding periods for their executives; |
| Reincorporation to a location that we believe has more negative attributes than its current location of incorporation; |
| Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable; |
| Proposals to approve other business when it appears as a voting item; |
| Proposals giving the board exclusive authority to amend the bylaws; and |
| Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
Environmental and Social Issues
As a fiduciary, we consider the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business.
Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer-by-issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
1 | Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year. |
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Proxy Voting and Engagement Guidelines
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For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State
Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9007-INST-7552 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors (SSGA) Australia & New Zealand Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Australia and New Zealand Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in Australia and New Zealand, SSGA expects all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitors companies adherence to the principles. Consistent with the comply or explain expectations established by the principles, SSGA encourages companies to proactively disclose their level of compliance with the principles. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader. On some governance matters, such as composition of audit committees, we hold Australian companies to our global standards requiring all directors on the committee to be independent of management.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration and accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and Asia-Pacific (APAC) investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound
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ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. SSGA expects boards of ASX-300 and New Zealand listed companies to be comprised of at least a majority of independent directors. Further, SSGA expects boards of ASX-300 listed companies to have at least one female board member . At all other Australian listed companies, SSGA expects boards to be comprised of at least one-third independent directors.
SSGAs broad criteria for director independence in Australia and New Zealand include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSGA also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSGA supports the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While SSGA is generally supportive of having the roles of chairman and CEO separated in the Australia and New Zealand markets, SSGA assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as company-specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
SSGA believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. ASX Corporate Governance Principles requires listed companies to have an audit committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. It also requires that the committee be chaired by an independent director who is not the chair of the board. SSGA holds Australian and New Zealand companies to its global standards for developed financial markets, by requiring that all members of the audit committee be independent directors.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. SSGA believes that executive pay should be determined by the board of directors and SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. ASX Corporate Governance Principles requires listed companies to have a remuneration committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. Since Australia has a non-binding vote on pay with a two-strike rule requiring a board spill vote in the event of a second strike, SSGA believes that the vote provides investors a mechanism to address concerns it may have on the quality of oversight provided by the board on remuneration issues. Accordingly SSGA voting guidelines accommodate local market practice.
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Indemnification and limitations on liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or to re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Shareholder Rights and Capital Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares without pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the timeframe for the repurchase. SSGA may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation. Proposals that are in the best interests of shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported. SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
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Proxy Voting and Engagement Guidelines
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSGA opposes anti-takeover defenses, such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term. Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and
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adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium: State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9002-INST-7542 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors (SSGA) European Proxy Voting and Engagement Guidelines i cover different corporate governance frameworks and practices in European markets excluding the United Kingdom and Ireland. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Proxy Voting and Engagement Guidelines in European markets address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in European markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in European companies, SSGA also considers guidance issued by the European Commission and country-specific governance codes and proactively monitors companies adherence to applicable guidance and requirements. Consistent with the diverse comply or explain expectations established by guidance and codes, SSGA encourages companies to proactively disclose their level of compliance with applicable guidance and requirements. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset
Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/reelection of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of STOXX Europe 600 listed companies to have at least one female board member.
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Proxy Voting and Engagement Guidelines
SSGAs broad criteria for director independence in European companies include factors such as:
| Participation in relatedparty transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; |
| Employee and government representatives; and |
| Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively. |
While, overall board independence requirements and board structures differ from market to market, SSGA considers voting against directors it deems nonindependent if overall board independence is below one third or overall independence is below fifty-percent after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. SSGA also assesses the division of responsibilities between chairman and CEO on a casebycase basis, giving consideration to factors such as overall level of independence on the board and general corporate governance standards in the company. SSGA may support a proposal to discharge the board, if a company fails to meet adequate governance standards or board level independence.
When considering the election or re-election of a non-executive director, SSGA also considers the number of outside board directorships a non-executive can undertake, attendance at board meetings, and cross-directorships. In addition, SSGA may vote against the election of a director whose biographical disclosures are insufficient to assess his or her role on the board and/or independence.
Although we generally are in favour of the annual election of directors, we recognise that director terms vary considerably in different European markets. SSGA may vote against article/bylaw changes that seek to extend director terms. In addition, in certain markets, SSGA may vote against directors if their director terms extend beyond four years.
SSGA believes companies should have relevant board level committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring
the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint.
In certain European markets it is not uncommon for the election of directors to be presented in a single slate. In these cases, where executives serve on the audit or the remuneration committees, SSGA may vote against the entire slate.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, with gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
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Proxy Voting and Engagement Guidelines
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital Related Issues
In some European markets, differential voting rights continue to exist. SSGA supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSGA believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSGA generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders. SSGA supports proposals to abolish voting caps and capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of
capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. SSGA may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Related Party Transactions
Certain companies in European markets have a controlled ownership structure and have complex cross-shareholdings between subsidiaries and parent companies (related companies). Such structures may result in the prevalence of related-party transactions between the company and its various stakeholders such as directors and management, subsidiaries and shareholders. In markets where shareholders are required to approve such transactions, SSGA expects
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companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses with legal
restrictions lacking in some markets. SSGA supports a one-share, one-vote policy, for example, given that dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. SSGA opposes unlimited share issuance authorizations as they may be used as anti-takeover devices, and they have the potential for substantial voting and earnings dilution. SSGA also monitors the duration of authorities to issue shares and whether there are restrictions and caps on multiple issuance authorities during the specified time periods. SSGA opposes anti-takeover defenses such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
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NonExecutive Director Pay
In European markets, authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
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ID9003-INST-7544 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Japan
State Street Global Advisors (SSGA) Japan Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with SSGAs overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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State Street Global Advisors (SSGA) Proxy Voting and Engagement Guidelines in Japan address areas including: board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in Japan, SSGA takes into consideration the unique aspects of Japanese corporate governance structures. We recognize that under Japanese corporate law, companies may choose between two structures of corporate governance: the statutory auditor system or the committee structure. Most Japanese boards predominantly consist of executives and non-independent outsiders affiliated through commercial relationships or cross-shareholdings. Nonetheless, when evaluating companies, SSGA expects Japanese companies to address conflicts of interest, risk management and demonstrate an effective process for monitoring management. In its analysis and research into corporate governance issues in Japanese companies, SSGA also considers guidance issued by the Corporate Law Subcommittee of the Legislative Council within the Ministry of Justice as well as private study groups.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, and environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with Japans Stewardship Code and Corporate Governance Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of TOPIX 500 listed companies to have at least one female board member.
Japanese companies have the option of having a traditional board of directors with statutory auditors, a board with a committee structure, or a hybrid board with board level audit committee. SSGA will generally support companies that seek shareholder approval to adopt a committee or hybrid board structure.
Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors act in a quasi-compliance role as they are not involved in strategic decision-making nor are they part of the formal management decision process. Statutory auditors attend board meetings but do not have
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voting rights at the board; however, they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
SSGA will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on SSGA criteria, the outside statutory auditor has attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review, or the statutory auditor has been remiss in the performance of their oversight responsibilities (fraud, criminal wrongdoing and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors, however, SSGA believes there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| SSGA believes that boards of TOPIX 500 companies should have at least three independent directors or be at least one-third independent, whichever requires fewer independent directors, otherwise, SSGA may oppose the top executive who is responsible for the director nomination process; and |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, SSGA may oppose the top executive, if the board does not have at least two independent directors. |
| For non-controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, SSGA may oppose the top executive, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, SSGA also takes into consideration the overall independence level of the committees. In determining director independence, SSGA considers the following factors:
| Participation in related-party transactions and other business relations with the company; |
| Past employment with the company; |
| Provides professional services to the company; and |
| Family ties with the company. |
Regardless of board structure, SSGA may oppose the election of a director for the following reasons:
| Failure to attend board meetings; or |
| In instances of egregious actions related to a directors service on the board. |
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors and statutory auditors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. SSGA believes limitations and indemnification are necessary to attract and retain qualified directors.
Audit Related Items
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should have the opportunity to vote on their appointment at the annual meeting.
Ratifying External Auditors
SSGA will generally support the appointment of external auditors unless the external auditor is perceived as being non-independent and there are concerns about the accounts presented and the audit procedures followed.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
Capital Structure, Reorganization and Mergers
SSGA supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSGA supports proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
SSGA believes pre-emption rights should be introduced for shareholders in order to provide adequate protection
from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSGA generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders.
However, SSGA will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
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Increase in Authorized Capital
SSGA generally supports increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, SSGA may oppose the request if the increase in authorized capital exceeds 100 percent of the currently authorized capital. Where share issuance requests exceed our standard threshold, SSGA will consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Share Repurchase Programs
Companies are allowed under Japan Corporate Law to amend their articles to authorize the repurchase of shares at the boards discretion. SSGA will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. SSGA believes the company should seek shareholder approval for a share repurchase program at each years AGM, providing shareholders the right to evaluate the purpose of the repurchase.
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the timeframe for the repurchase. SSGA may vote against share repurchase requests that allow share repurchases during a takeover period.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA evaluates mergers and structural reorganizations on a case-by-case basis. SSGA will generally support transactions
that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
In general, SSGA believes that adoption of poison pills that have been structured to protect management and to prevent takeover bids from succeeding is not in shareholders interest. A shareholder rights plan may lead to management entrenchment and discourage legitimate tender offers and acquisitions. Even if the premium paid to companies with a shareholder rights plan is higher than that offered to unprotected firms, a companys chances of receiving a takeover offer in the first place may be reduced by the presence of a shareholder rights plan.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
In evaluating the adoption or renewal of a Japanese issuers shareholder rights plans (poison pill), SSGA considers the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in
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advance of meeting, (ii) minimum trigger, flip-in or flip-over of 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, (vii) no other protective or entrenchment features. Additionally, SSGA considers the total duration a shareholder rights plan has been in effect.
In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, SSGA will also evaluate and consider supporting proposals where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers.
Compensation
In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of connection between pay and performance. Fixed salaries and cash retirement bonuses tend to comprise a significant portion of the compensation structure while performance-based pay is generally a small portion of the total pay. SSGA, where possible, seeks to encourage the use of performance based compensation in Japan as an incentive for executives and as a way to align interests with shareholders.
Approve Adjustment to Aggregate Compensation Ceiling for Directors
Remuneration for directors is generally reasonable. Typically, each company sets the director compensation parameters as an aggregate thereby limiting the total pay to all directors. When requesting a change, a company must disclose the last time the ceiling was adjusted and management provides the rationale for the ceiling increase. SSGA will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. SSGA may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
Approve Annual Bonuses for Directors/ Statutory Auditors
In Japan, since there are no legal requirements that mandate companies to seek shareholder approval before awarding a bonus, SSGA believes that existing shareholder approval of the bonus should be considered best practice. As a result, SSGA supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Approve Retirement Bonuses for Directors/ Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based on board tenure. While many companies in Japan have abolished this practice, there remain many proposals seeking shareholder
approval for the total amounts paid to directors and statutory auditors as a whole. In general, SSGA supports these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Approve Stock Plan
Most option plans in Japan are conservative, particularly at large companies. Japan corporate law requires companies to disclose the monetary value of the stock options for directors and/or statutory auditors. Some companies do not disclose the maximum number of options that can be issued per year and shareholders are unable to evaluate the dilution impact. In this case, SSGA cannot calculate the dilution level and, therefore, SSGA may oppose such plans for poor disclosure. SSGA also opposes plans that allow for the repricing of the exercise price.
Deep Discount Options
As Japanese companies move away from the retirement bonus system, deep discount options plans have become more popular. Typically, the exercise price is set at JPY 1 per share. SSGA evaluates deep discount options using the same criteria used to evaluate stock options as well as considering the vesting period.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
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Miscellaneous/Routine Items
Expansion of Business Activities
Japanese companies articles of incorporation strictly define the types of businesses in which a company is permitted to engage. In general, SSGA views proposals to expand and diversify the companys business activities as routine and non-contentious. SSGA will monitor instances where there has been an inappropriate acquisition and diversification away from the companys main area of competence, which resulted in a decrease of shareholder value.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its SSGA relationship manager.
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For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent
© 2017 State Street Corporation. All Rights Reserved.
ID9004-INST-7547 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors (SSGA), United Kingdom and Ireland Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in the United Kingdom and Ireland. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) United Kingdom (UK) and Ireland Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the UK and Ireland, SSGA expects all companies, regardless of domicile, that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange to comply with the UK Corporate Governance Code and proactively monitors companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, SSGA encourages companies to proactively disclose their level of compliance with the Code. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law,
remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices.SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of FTSE-350 listed companies to have at least one female board member.
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SSGAs broad criteria for director independence in UK companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Excessive tenure and a preponderance of long-tenured directors; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; and |
| If the company classifies the director as non-independent. |
When considering the election or re-election of a director, SSGA also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. SSGA supports the annual election of directors.
While SSGA is generally supportive of having the roles of chairman and CEO separated in the UK market, SSGA assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
SSGA believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA will vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight
of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, with gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if an adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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Shareholder Rights and Capital Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. SSGA may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the
corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize share-holder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSGA opposes anti-takeover defenses such as authorities for the board when subject to a hostile takeover to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term.
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Proxy Voting and Engagement Guidelines
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration policies and reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure.
Equity Incentives Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company- by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance
shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
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Proxy Voting and Engagement Guidelines
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9006-INST-7551 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Rest of the World
State Street Global Advisors (SSGA) Rest of the World Proxy Voting and Engagement Guidelines i cover different corporate governance frameworks and practices in international markets not covered under specific country/regional guidelines. These guidelines complement and should be read in conjunction with SSGAs overarching Global Proxy Voting and Engagement Principles which provides a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
At State Street Global Advisors (SSGA), we recognize that countries in international markets not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. Concurrent with developing a company specific voting and engagement program, SSGA also evaluates the various factors that play into the corporate governance framework of a country. These factors include but are not limited to: (i) the macroeconomic conditions and broader political system in a country; (ii) quality of regulatory oversight, enforcement of property and shareholder rights; and (iii) the independence of judiciary. While emerging market countries tend to pose broad common governance issues across all markets, such as concentrated ownership, poor disclosure of financial and related-party transactions, and weak enforcement of rules and regulation, SSGAs proxy voting guidelines are designed to identify and address specific governance concerns in each market.
SSGAs Proxy Voting and Engagement Philosophy in Emerging Markets
SSGAs approach to proxy voting and issuer engagement in emerging markets is designed to increase the value of our investments through the mitigation of governance risks. Since the overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country, improving the macro governance framework in a country may help reduce governance risks, in turn, increasing the overall value of SSGAs holdings over time. Therefore, in order to improve the overall governance framework and practices in a country, members of our proxy voting and engagement team endeavor to visit emerging market countries and meet with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in emerging markets. To help mitigate company specific risk, the SSGA Asset Stewardship Team works alongside members of the active fundamental and emerging market teams to engage with emerging market companies on governance issues and address any specific concerns or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. This integrated approach to engagement drives SSGAs proxy voting and engagement philosophy in emerging markets.
SSGAs proxy voting guidelines in emerging markets addresses six broad areas:
| Directors and Boards; |
| Accounting and Audit Related Issues; |
| Shareholder Rights and Capital Related Issues; |
| Remuneration; |
| Environmental and Social Issues; and |
| General/Routine Issues. |
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. However, several factors such as low overall independence level requirements by market regulators, poor biographical disclosure of director profiles, prevalence of related-party transactions and the general resistance from controlling shareholders to increase board independence renders the election of directors as one of the most important fiduciary duties SSGA performs in emerging market companies.
SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. SSGA expects companies to meet minimum overall board indepdence standards as defined in a corporate governance code or market practice. Therfore, in several countries, SSGA will vote against select non-independent directors if overall board indepdence levels do not meet market standards.
SSGAs broad criteria for director independence in emerging market companies include factors such as:
| Participation in related-party transactions; |
| Employment history with company; |
| Relations with controlling shareholders and other employees; and |
| Attendance levels. |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, SSGA believes companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence
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as well as their effectiveness and resource levels. Based on our desire to enhance the quality of financial and accounting oversight provided by independent directors, SSGA expects that listed companies have an audit committee that is constituted of a majority of independent directors.
Audit Related Issues
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of internal controls and the independence of the audit process are essential if investors are to rely on financial statements. SSGA believes that audit committees provide the necessary oversight on the selection and appointment of auditors, a companys internal controls and accounting policies, and the overall audit process. In emerging markets, SSGA encourages boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. SSGA believes that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital Related Issues
SSGA believes that changes to a companys capital structure such as changes in authorized share capital, share repurchase and debt issuances are critical decisions made by the board. SSGA believes the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transcations
Most companies in emerging markets have a controlled ownership structure that often include complex cross-shareholdings between subsidiaries and parent companies (related companies). As a result, there is a high prevalence of related-party transactions between the company and its various stakeholders such as directors and management. In addition, inter-group loan and loan guarantees provided to related companies are some of the other related-party transactions that increase the risk profile of companies. In markets where shareholders are required to approve such transactions, SSGA expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA encourages companies to describe the level of independent board
oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Share Repurchase Programs
With regard to share repurchase programs, SSGA expects companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA evaluates mergers and structural reorganizations on a case-by-case basis. SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
SSGA will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
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Remuneration
SSGA considers it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive remuneration; there should be a direct relationship between executive compensation and company performance over the long-term. In emerging markets we encourage companies to disclose information on senior executive remuneration.
With regard to director remuneration, SSGA supports director pay provided the amounts are not excessive relative to other issuers in the market or industry and are not overly dilutive to existing shareholders.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change. In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
In emerging markets, shareholders seldom vote on environmental and social issues. Therefore, SSGA addresses a companys approach to identifying and managing environmental and social risks stemming for various aspects of its operations in its one-on-one engagement with companies.
General/Routine Issues
Some of the other issues that are routinely voted on in emerging markets include approving the allocation of income and accepting financial statements and statutory reports. For these voting items, SSGAs guidelines consider several factors including historical dividend payouts, pending litigation, governmental investigations, charges of fraud or other indication of significant concerns.
State Street Global Advisors | C-52 |
Proxy Voting and Engagement Guidelines
ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9005-INST-7548 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
State Street Global Advisors | C-53 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
FUND | TICKER | |
STATE STREET EQUITY 500 INDEX II PORTFOLIO |
SSEYX | |
STATE STREET AGGREGATE BOND INDEX PORTFOLIO |
SSAFX | |
STATE STREET GLOBAL EQUITY EX-U.S. INDEX PORTFOLIO |
SSGVX | |
STATE STREET SMALL/MID CAP EQUITY INDEX PORTFOLIO |
SSMHX | |
STATE STREET CASH RESERVES PORTFOLIO |
MMWXX | |
STATE STREET CONSERVATIVE INCOME PORTFOLIO |
SSKMX | |
STATE STREET ULTRA SHORT BOND PORTFOLIO |
SSTEX |
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2018
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2018, as may be revised and/or supplemented from time to time thereafter, for each of the Portfolios listed above (each, a Prospectus and collectively, the Prospectuses).
The SAI is not a prospectus and should be read in conjunction with the Prospectuses. A copy of each Prospectus can be obtained free of charge by calling (866) 392-0869 or by written request to the Trust at the address listed above.
The Trusts audited financial statements for the fiscal year ended December 31, 2017, including the independent registered public accounting firm reports thereon, are included in the Trusts annual reports and are incorporated into this SAI by reference. Copies of the Trusts annual reports and semiannual reports are available, without charge, upon request, by calling (866) 392-0869 or by written request to the Trust at the address above.
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Description of the Portfolios and Their Investments and Risks |
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A-1 | ||||
B-1 | ||||
Appendix C - Advisers Proxy Voting Procedures and Guidelines |
C-1 |
The Trust was organized as a business trust under the laws of The Commonwealth of Massachusetts on February 16, 2000.
The Trust is an open-end management investment company. The Trust includes the following diversified series:
| State Street Equity 500 Index Fund; |
| State Street Aggregate Bond Index Fund; |
| State Street Institutional Liquid Reserves Fund; |
| State Street Institutional U.S. Government Money Market Fund; |
| State Street Institutional Treasury Money Market Fund; |
| State Street Institutional Treasury Plus Money Market Fund; |
| State Street Treasury Obligations Money Market Fund; |
| State Street Target Retirement Fund; |
| State Street Target Retirement 2015 Fund; |
| State Street Target Retirement 2020 Fund; |
| State Street Target Retirement 2025 Fund; |
| State Street Target Retirement 2030 Fund; |
| State Street Target Retirement 2035 Fund; |
| State Street Target Retirement 2040 Fund; |
| State Street Target Retirement 2045 Fund; |
| State Street Target Retirement 2050 Fund; |
| State Street Target Retirement 2055 Fund; |
| State Street Target Retirement 2060 Fund; |
| State Street Global Equity ex-U.S. Index Fund; |
| State Street Emerging Markets Equity Index Fund; |
| State Street Equity 500 Index II Portfolio (the Equity 500 Index II Portfolio); |
| State Street Aggregate Bond Index Portfolio (the Aggregate Bond Index Portfolio); |
| State Street Global Equity ex-U.S. Index Portfolio (the Global Equity ex-U.S. Index Portfolio); |
| State Street Hedged International Developed Equity Index Fund; |
| State Street International Developed Equity Index Fund; |
| State Street Small/Mid Cap Equity Index Fund; |
| State Street Small/Mid Cap Equity Index Portfolio (the Small/Mid Cap Equity Index Portfolio); |
| State Street Cash Reserves Fund; |
| State Street Cash Reserves Portfolio (the Cash Reserves Portfolio); |
| State Street Conservative Income Fund; |
| State Street Conservative Income Portfolio (the Conservative Income Portfolio); |
| State Street Ultra Short Term Bond Fund; |
| State Street Ultra Short Term Bond Portfolio (the Ultra Short Term Bond Portfolio); |
| State Street Disciplined Global Equity Fund; |
| State Street Disciplined U.S. Equity Fund; |
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| State Street Disciplined International Equity Fund. |
The Trust includes the following non-diversified series:
| State Street Global Value Spotlight Fund; |
| State Street International Value Spotlight Fund; |
| State Street European Value Spotlight Fund; |
| State Street Asia Pacific Value Spotlight Fund; and |
| State Street U.S. Value Spotlight Fund. |
The Equity 500 Index II Portfolio, the Aggregate Bond Index Portfolio, the Global Equity ex-U.S. Index Portfolio, the Small/Mid Cap Equity Index Portfolio, the Cash Reserves Portfolio, the Conservative Income Portfolio and the Ultra Short Term Bond Portfolio are referred to in this SAI as the Portfolios, and each Portfolio may be referred to in context as the Portfolio.
The Equity 500 Index II Portfolio, Aggregate Bond Index Portfolio, Global Equity ex-U.S. Index Portfolio, and the Small/Mid Cap Equity Index Portfolio are referred to in this SAI as the Index Portfolios. The Cash Reserves Portfolio, the Conservative Income Portfolio and the Ultra Short Term Bond Portfolio are referred to in this SAI as the Cash Portfolios. The Cash Reserves Portfolio is referred to in this SAI as the Money Market Portfolio.
DESCRIPTION OF THE PORTFOLIOS AND THEIR INVESTMENTS AND RISKS
Each Portfolios Prospectus contains information about the investment objective and policies of that Portfolio. This SAI should only be read in conjunction with the Prospectus of the Portfolio or Portfolios in which you intend to invest.
In addition to the principal investment strategies and the principal risks of the Portfolios described in each Portfolios Prospectus, a Portfolio may employ other investment practices and may be subject to additional risks, which are described below.
Additional Information Concerning the MSCI All Country World Index ex USA (the MSCI Index)
The Global Equity ex-U.S. Index Portfolio is not sponsored, endorsed, sold or promoted by Morgan Stanley Capital International Inc. (MSCI). MSCI makes no representation or warranty, express or implied, to the owners of shares of the Global Equity ex-U.S. Index Portfolio or any member of the public regarding the advisability of investing in securities generally or in the Global Equity ex-U.S. Index Portfolio particularly or the ability of the MSCI Index to track general performance. MSCIs only relationship to the Global Equity ex-U.S. Index Portfolio is the licensing of certain trademarks and trade names of MSCI and of the MSCI Index, which is determined, composed and calculated by MSCI without regard to the Global Equity ex-U.S. Index Portfolio. MSCI has no obligation to take the needs of the Global Equity ex-U.S. Index Portfolio or the owners of shares of the Global Equity ex-U.S. Index Portfolio into consideration in determining, composing or calculating the MSCI Index. MSCI is not responsible for and has not participated in the determination of the price and number of shares of the Global Equity ex-U.S. Index Portfolio or the timing of the issuance or sale of shares of Global Equity ex-U.S. Index Portfolio, or calculation of the equation by which shares of the Global Equity ex-U.S. Index Portfolio are redeemable for cash. MSCI has no obligation or liability in connection with the administration, marketing or trading of shares of the Global Equity ex-U.S. Index Portfolio.
MSCI does not guarantee the accuracy or the completeness of the MSCI Index or any data included therein and MSCI shall have no liability for any errors, omissions or interruptions therein. MSCI makes no warranty, express or implied, as to results to be obtained by the Global Equity ex-U.S. Index Portfolio, owners of shares of the Global Equity ex-U.S. Index Portfolio or any other person or entity from the use of the MSCI Index or any data included therein. MSCI makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the MSCI Index or any data included therein. Without limiting any of the foregoing, in no event shall MSCI have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.
ADDITIONAL INVESTMENTS AND RISKS
To the extent consistent with its investment objective and restrictions, each Portfolio may invest in the following instruments and use the following techniques, and is subject to the following additional risks.
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Auction Rate Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in auction rate municipal securities, which permit the holder to sell the securities in an auction at par value at specified intervals. The dividend or interest is typically reset by Dutch auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is the risk that an auction will fail due to insufficient demand for the securities. A Portfolio will take the time remaining until the next scheduled auction date into account for purposes of determining the securities duration.
Bonds
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest a portion of their assets in bonds. A bond is an interest-bearing security issued by a company, governmental unit or, in some cases, a non-U.S. entity. The issuer of a bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bonds face value) periodically or on a specified maturity date; provided, however, a zero coupon bond pays no interest to its holder during its life. The value of a zero coupon bond to a Portfolio consists of the difference between such bonds face value at the time of maturity and the price for which it was acquired, which may be an amount significantly less than its face value (sometimes referred to as a deep discount price).
An issuer may have the right to redeem or call a bond before maturity, in which case the investor may have to reinvest the proceeds at lower market rates. Most bonds bear interest income at a coupon rate that is fixed for the life of the bond. The value of a fixed rate bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly, a fixed rate bonds yield (income as a percent of the bonds current value) may differ from its coupon rate as its value rises or falls. Fixed rate bonds generally are also subject to inflation risk, which is the risk that the value of the bond or income from the bond will be worth less in the future as inflation decreases the value of money. This could mean that, as inflation increases, the real value of the assets of a Portfolio holding fixed rate bonds can decline, as can the value of the Portfolios distributions. Other types of bonds bear income at an interest rate that is adjusted periodically. Because of their adjustable interest rates, the value of floating-rate or variable-rate bonds fluctuates much less in response to market interest rate movements than the value of fixed rate bonds. A Portfolio may treat some of these bonds as having a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on a corporations earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuers general creditworthiness) or secured (also backed by specified collateral).
The investment return of corporate bonds reflects interest on the bond and changes in the market value of the bond. The market value of a corporate bond may be affected by the credit rating of the corporation, the corporations performance and perceptions of the corporation in the market place. There is a risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by such a security.
Cash Reserves
Each Portfolio may hold portions of its assets in short-term debt instruments with remaining maturities of 397 days or less pending investment or to meet anticipated redemptions and day-to-day operating expenses. Short-term debt instruments consist of: (i) short-term obligations of the U.S. Government, its agencies, instrumentalities, authorities or political subdivisions; (ii) other short-term debt securities rated at the time of purchase Aa or higher by Moodys Investors Service, Inc. (Moodys) or AA or higher by S&P or, if unrated, of comparable quality in the opinion of SSGA Funds Management, Inc. (the Adviser or SSGA FM); (iii) commercial paper; (iv) bank obligations, including negotiable certificates of deposit, time deposits and bankers acceptances; and (v) repurchase agreements.
Cleared Derivatives Transactions
Transactions in some types of swaps are required to be centrally cleared. In a cleared derivatives transaction, a Portfolios counterparty to the transaction is a central derivatives clearing organization, or clearing house, rather than a bank or broker. Because the Portfolios are not members of a clearing house, and only members of a clearing house can participate directly in the clearing house, the Portfolios hold cleared derivatives through accounts at clearing members. In cleared derivatives transactions, a Portfolio will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients obligations to the clearing house. Centrally cleared derivative arrangements may be less favorable to a Portfolio than bilateral (non-cleared) arrangements. For example, a Portfolio may be required to provide greater amounts of margin for cleared derivatives transactions than for bilateral derivatives transactions. Also, in contrast to bilateral derivatives transactions, in some cases following a period of notice to a Portfolio, a clearing member generally can require
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termination of existing cleared derivatives transactions at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions or to terminate transactions at any time. A Portfolio is subject to risk if it enters into a derivatives transaction that is required to be cleared (or which the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on a Portfolios behalf. In that case, the transaction might have to be terminated, and a Portfolio could lose some or all of the benefit of the transaction, including loss of an increase in the value of the transaction and loss of hedging protection. In addition, the documentation governing the relationship between a Portfolio and clearing members is drafted by the clearing members and generally is less favorable to a Portfolio than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Portfolio in favor of the clearing member for losses the clearing member incurs as the Portfolios clearing member. Also, such documentation typically does not provide the Portfolio any remedies if the clearing member defaults or becomes insolvent.
Counterparty risk with respect to derivatives has been and will continue to be affected by new rules and regulations relating to the derivatives market. With respect to a centrally cleared transaction, a party is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position. Credit risk of market participants with respect to centrally cleared derivatives is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A clearing member is obligated by contract and regulation to segregate all funds received from customers with respect to cleared derivatives positions from the clearing members proprietary assets. However, all funds and other property received by a clearing member from its customers with respect to cleared derivatives are generally held by the clearing member on a commingled basis in an omnibus account (which can be invested in instruments permitted under the regulations). Therefore, a Portfolio might not be fully protected in the event of the bankruptcy of the Portfolios clearing member because the Portfolio would be limited to recovering only a pro rata share of the funds held by the clearing member on behalf of customers, with a claim against the clearing member for any deficiency. Also, the clearing member is required to transfer to the clearing house the amount of margin required by the clearing house for cleared derivatives, which amount is generally held in an omnibus account at the clearing house for all customers of the clearing member. Regulations promulgated by the Commodity Futures Trading Commission (the CFTC) require that the clearing member notify the clearing house of the initial margin provided by the clearing member to the clearing house that is attributable to each customer. However, if the clearing member does not accurately report the Portfolios initial margin, the Portfolio is subject to the risk that a clearing house will use the assets attributable to it in the clearing houses omnibus account to satisfy payment obligations a defaulting customer of the clearing member has to the clearing house. In addition, clearing members generally provide the clearing house the net amount of variation margin required for cleared swaps for all of its customers, rather than individually for each customer. A Portfolio is therefore subject to the risk that a clearing house will not make variation margin payments owed to the Portfolio if another customer of the clearing member has suffered a loss and is in default, and the risk that the Portfolio will be required to provide additional variation margin to the clearing house before the clearing house will move the Portfolios cleared derivatives positions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Portfolio, or in the event of fraud or misappropriation of customer assets by a clearing member, the Portfolio could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.
Swap Execution Facilities
Certain derivatives contracts are required to be executed through swap execution facilities (SEFs). A SEF is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. Such requirements may make it more difficult and costly for investment funds, such as a Portfolio, to enter into highly tailored or customized transactions. Trading swaps on a SEF may offer certain advantages over traditional bilateral over-the-counter trading, such as ease of execution, price transparency, increased liquidity and/or favorable pricing. Execution through a SEF is not, however, without additional costs and risks, as parties are required to comply with SEF and CFTC rules and regulations, including disclosure and recordkeeping obligations, and SEF rights of inspection, among others. SEFs typically charge fees, and if a Portfolio executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. A Portfolio also may be required to indemnify a SEF, or a broker intermediary who executes swaps on a SEF on the Portfolios behalf, against any losses or costs that may be incurred as a result of the Portfolios transactions on the SEF. In addition, a Portfolio may be subject to execution risk if it enters into a derivatives transaction that is required to be cleared, and no clearing member is willing to clear the transaction on the Portfolios behalf. In that case, the transaction might have to be terminated, and the Portfolio could lose some or all of the benefit of any increase in the value of the transaction after the time of the trade.
Risks Associated with Derivatives Regulation
The U.S. government has enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union and some other countries are implementing similar requirements, which will affect a Portfolio when it enters into a derivatives transaction with a counterparty organized in that country or otherwise subject to
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that countrys derivatives regulations. Clearing rules and other new rules and regulations could, among other things, restrict a Portfolios ability to engage in, or increase the cost to a Portfolio of, derivatives transactions, for example, by making some types of derivatives no longer available to the Portfolio, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. While the new rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Portfolios to new kinds of costs and risks.
For example, in the event of a counterpartys (or its affiliates) insolvency, a Portfolios ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new special resolution regimes adopted in the United States, the European Union and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect to counterparties who are subject to such proceedings in the European Union, the liabilities of such counterparties to the Portfolios could be reduced, eliminated, or converted to equity in such counterparties (sometimes referred to as a bail in).
Additionally, U.S. regulators, the EU and certain other jurisdictions have adopted minimum margin and capital requirements for uncleared derivatives transactions. These rules impose minimum margin requirements on derivatives transactions between a Portfolio and its counterparties. They impose regulatory requirements on the timing of transferring margin and the types of collateral that parties are permitted to exchange.
These and other regulations are new and evolving, so their potential impact on the Portfolios and the financial system are not yet known.
Commodities
General . The Portfolios, except for the Cash Portfolios, may invest in commodities. There are several additional risks associated with transactions in commodity futures contracts, swaps on commodity futures contracts, commodity forward contracts and other commodities instruments. In the commodity instruments markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling commodity instruments today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same commodity instrument, the commodity producer generally must sell the commodity instrument at a lower price than the expected future spot price. Conversely, if most hedgers in the commodity instruments market are purchasing commodity instruments to hedge against a rise in prices, then speculators will only sell the other side of the commodity instrument at a higher future price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Portfolios. If the nature of hedgers and speculators in commodity instruments markets has shifted when it is time for a Portfolio to reinvest the proceeds of a maturing contract in a new commodity instrument, the Portfolio might reinvest at a higher or lower future price, or choose to pursue other investments. The commodities which underlie commodity instruments may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject a Portfolios investments to greater volatility than other investments. Also, unlike the financial instruments markets, in the commodity instruments markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity instruments contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while a Portfolio is invested in instruments on that commodity, the value of the commodity instrument may change proportionately.
A Portfolios ability to invest in commodity-linked investments may be limited by the Portfolios intention to qualify as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code) and could bear on the ability of a Portfolio to so qualify. See Taxation of the Portfolios below.
Commodity-Linked Investments . The Portfolios, except for the Cash Portfolios, may invest in commodity-linked investments. The Portfolios may seek to provide exposure to the investment returns of real assets that trade in the commodity markets through commodity-linked derivative securities, such as structured notes, discussed below, which are designed to provide this exposure without direct investment in physical commodities or commodities futures contracts. Real assets are assets such as oil, gas, industrial and precious metals, livestock, and agricultural or meat products, or other items that have tangible properties, as compared to stocks or
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bonds, which are financial instruments. In choosing investments, the Adviser seeks to provide exposure to various commodities and commodity sectors. The value of commodity-linked derivative securities held by a Portfolio may be affected by a variety of factors, including, but not limited to, overall market movements and other factors affecting the value of particular industries or commodities, such as weather, disease, embargoes, acts of war or terrorism, or political and regulatory developments.
The prices of commodity-linked derivative securities may move in different directions than investments in traditional equity and debt securities when the value of those traditional securities is declining due to adverse economic conditions. As an example, during periods of rising inflation, debt securities have historically tended to decline in value due to the general increase in prevailing interest rates. Conversely, during those same periods of rising inflation, the prices of certain commodities, such as oil and metals, have historically tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in the future, and at certain times the price movements of commodity-linked instruments have been parallel to those of debt and equity securities. Commodities have historically tended to increase and decrease in value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits. Under favorable economic conditions, a Portfolios investments may be expected to underperform an investment in traditional securities. Over the long term, the returns on the Portfolios investments are expected to exhibit low or negative correlation with stocks and bonds.
Because commodity-linked investments are available from a relatively small number of issuers, a Portfolios investments will be particularly subject to counterparty risk, which is the risk that the issuer of the commodity-linked derivative (which issuer may also serve as counterparty to a substantial number of the Portfolios commodity-linked and other derivative investments) will not fulfill its contractual obligations.
A Portfolios ability to invest in commodity-linked investments may be limited by the Portfolios intention to qualify as a RIC and could bear on the ability of a Portfolio to so qualify. See Taxation of the Portfolios below.
Credit Default Swaps and Total Return Swaps
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio and the Cash Portfolios, may enter into a credit default swap or a total return swap to gain market exposure, manage liquidity, increase total returns or for hedging purposes. Credit default swaps and total return swaps are typically governed by the standard terms and conditions of an ISDA Master Agreement.
A credit default swap involves a protection buyer and a protection seller. A Portfolio may be either a protection buyer or seller. The protection buyer in a credit default swap makes periodic premium payments to the protection seller during the swap term in exchange for the protection seller agreeing to make certain defined payments to the protection buyer in the event certain defined credit events occur with respect to a particular security, issuer or basket of securities. A total return swap involves a total return receiver and a total return payor. A Portfolio may either be a total return receiver or payor. Generally, the total return payor sells to the total return receiver an amount equal to all cash flows and price appreciation on a defined security or asset payable at periodic times during the swap term (i.e., credit risk) in return for a periodic payment from the total return receiver based on a designated interest rate (e.g., LIBOR) and spread plus the amount of any price depreciation on the reference security or asset. The total return payor does not need to own the underlying security or asset to enter into a total return swap. The final payment at the end of the swap term includes final settlement of the current market price of the underlying reference security or asset, and payment by the applicable party for any appreciation or depreciation in value. Usually, collateral must be posted by the total return receiver to secure the periodic interest-based and market price depreciation payments depending on the credit quality of the underlying reference security and creditworthiness of the total return receiver, and the collateral amount is marked-to-market daily equal to the market price of the underlying reference security or asset between periodic payment dates.
In both credit default swaps and total return swaps, the same general risks inherent to derivative transactions are present; however, the use of credit default swaps and total return swaps can involve greater risks than if a Portfolio had invested in the reference obligation directly since, in addition to general market risks, credit default swaps and total return swaps are subject to counterparty credit risk, leverage risk, hedging risk, correlation risk and liquidity risk. A Portfolio will enter into a credit default swap or a total return swap only with counterparties that the Adviser determines to meet certain standards of creditworthiness. In a credit default swap, a buyer generally also will lose its premium and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Portfolios obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Portfolio).
Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with the ownership of stocks, bonds, and other traditional investments. The use of a swap agreement requires an understanding not only of the referenced obligation, reference rate, or index, but also of the swap agreement itself. Because some swap
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agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential for unlimited loss, regardless of the size of the initial investment.
When effecting such transactions, cash or other liquid assets held by a Portfolio of a dollar amount sufficient to meet a Portfolios obligations under the swap agreement will be segregated on the Portfolios records at the trade date and maintained until the transaction is settled. Such segregated assets will be marked to market on a daily basis, and if the market value of such assets declines, additional cash or other assets will be segregated so that the market value of the segregated assets will equal the amount of such Portfolios obligations under the swap agreement.
A Portfolios exposure under a credit default swap may be considered leverage and be subject to the risks associated with derivative investments, including liquidity risk and counterparty risk.
Custodial Risk
There are risks involved in dealing with the custodians or brokers who hold a Portfolios investments or settle a Portfolios trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, a Portfolio would be delayed or prevented from recovering its assets from the custodian or broker, or its estate, and may have only a general unsecured claim against the custodian or broker for those assets. In recent insolvencies of brokers or other financial institutions, the ability of certain customers to recover their assets from the insolvents estate has been delayed, limited, or prevented, often unpredictably, and there is no assurance that any assets held by a Portfolio with a custodian or broker will be readily recoverable by the Portfolio. In addition, there may be limited recourse against non-U.S. sub-custodians in those situations in which a Portfolio invests in markets where custodial and/or settlement systems and regulations are not fully developed, including emerging markets, and the assets of the Portfolio have been entrusted to such sub-custodians. SSGA FM or an affiliate may serve as the custodian of the Portfolios.
Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in ECDs, ETDs and YCDs. ECDs and ETDs are U.S. dollar denominated certificates of deposit issued by non-U.S. branches of domestic banks and non-U.S. banks. YCDs are U.S. dollar denominated certificates of deposit issued by U.S. branches of non-U.S. banks.
Different risks than those associated with the obligations of domestic banks may exist for ECDs, ETDs and YCDs because the banks issuing these instruments, or their domestic or non-U.S. branches, are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as loan limitations, examinations and reserve, accounting, auditing, recordkeeping and public reporting requirements. Obligations of non-U.S. issuers also involve risks such as future unfavorable political and economic developments, withholding or other taxes, seizures of non-U.S. deposits, currency controls, interest limitations, and other governmental restrictions that might affect repayment of principal or payment of interest, or the ability to honor a credit commitment.
Foreign Currency Transactions and Foreign Currency Derivatives
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio and the Cash Portfolios, may enter into a variety of different foreign currency transactions, including, by way of example, currency forward transactions, spot transactions, futures and forward contracts, swaps, or options. Most of these transactions are entered into over the counter, and a Portfolio assumes the risk that the counterparty may be unable or unwilling to perform its obligations, in addition to the risk of unfavorable or unanticipated changes in the values of the currencies underlying the transactions. Certain types of over-the-counter currency transactions may be uncollateralized, and a Portfolio may not be able to recover all or any of the assets owed to it under such transactions if its counterparty should default. In some markets or in respect of certain currencies, a Portfolio may be required, or agree, in SSGA FMs discretion, to enter into foreign currency transactions via the custodians relevant sub-custodian. SSGA FM may be subject to a conflict of interest in agreeing to any such arrangements on behalf of the Portfolio. Such transactions executed directly with the sub-custodian are executed at a rate determined solely by such sub-custodian. Accordingly, a Portfolio may not receive the best pricing of such currency transactions. Regulatory changes in a number of jurisdictions may require that certain currency transactions be subject to central clearing, or be subject to new or increased collateral requirements. These changes could increase the costs of currency transactions to a Portfolio and may make certain transactions unavailable; they may also increase the credit risk of such transactions to a Portfolio.
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Foreign Securities
The Portfolios, except for the Cash Portfolios, are permitted to invest in foreign securities. Foreign securities include securities of foreign companies and foreign governments (or agencies or subdivisions thereof). If a Portfolios securities are held abroad, the countries in which such securities may be held and the sub-custodian holding them must be approved by the Board of Trustees of the Trust (the Board of Trustees or the Board) or its delegate under applicable rules adopted by the Securities and Exchange Commission (SEC). In buying foreign securities, a Portfolio may convert U.S. dollars into foreign currency, but only to effect securities transactions on foreign securities exchanges and not to hold such currency as an investment.
The globalization and integration of the world economic system and related financial markets have made it increasingly difficult to define issuers geographically. Accordingly, each Portfolio intends to construe geographic terms such as foreign, non-U.S. European, Latin American, and Asian, in the manner that affords to the Portfolio the greatest flexibility in seeking to achieve its investment objective(s). Specifically, in circumstances where the investment objective and/or strategy is to invest at least some percentage of a Portfolios assets in foreign securities, etc., the Portfolios will take the view that a security meets this description so long as the issuer of a security is tied economically to the particular country or geographic region indicated by words of the relevant investment objective and/or strategy (the Relevant Language). For these purposes the issuer of a security is deemed to have that tie if:
(i) | The issuer is organized under the laws of the country or a country within the geographic region suggested by the Relevant Language or maintains its principal place of business in that country or region; or |
(ii) | The securities are traded principally in the country or region suggested by the Relevant Language; or |
(iii) | The issuer, during its most recent fiscal year, derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in the country or region suggested by the Relevant Language or has at least 50% of its assets in that country or region. |
In addition, the Portfolios intend to treat derivative securities (e.g., call options) by reference to the underlying security. Conversely, if the investment objective and/or strategy of a Portfolio limits the percentage of assets that may be invested in foreign securities, etc. or prohibits such investments altogether, the Portfolios intend to categorize securities as foreign, etc. only if the security possesses all of the attributes described above in clauses (i), (ii) and (iii).
Investments in foreign securities involve special risks and considerations. As foreign companies are not generally subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic companies, there may be less publicly available information about a foreign company than about a domestic company. For example, foreign markets have different clearance and settlement procedures. Delays in settlement could result in temporary periods when assets of the Portfolios are uninvested. The inability of a Portfolio to make intended security purchases due to settlement problems could cause it to miss certain investment opportunities. They may also entail certain other risks, such as the possibility of one or more of the following: imposition of dividend or interest withholding or other taxes (in each case, which taxes could potentially be confiscatory), higher brokerage costs, thinner trading markets, currency blockages or transfer restrictions, expropriation, nationalization, military coups or other adverse political or economic developments; less government supervision and regulation of securities exchanges, brokers and listed companies; and the difficulty of enforcing obligations in other countries. Purchases of foreign securities are usually made in foreign currencies and, as a result, a Portfolio may incur currency conversion costs and may be affected favorably or unfavorably by changes in the value of foreign currencies against the U.S. dollar. Further, it may be more difficult for the Portfolios agents to keep currently informed about corporate actions which may affect the prices of portfolio securities. Communications between the United States and foreign countries may be less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Certain markets may require payment for securities before delivery. Each Portfolios ability and decisions to purchase and sell portfolio securities may be affected by laws or regulations relating to the convertibility of currencies and repatriation of assets.
A number of current significant political, demographic and economic developments may affect investments in foreign securities and in securities of companies with operations overseas. Such developments include dramatic political changes in government and economic policies in several Eastern European countries and the republics composing the former Soviet Union, as well as the unification of the European Economic Community. The course of any one or more of these events and the effect on trade barriers, competition and markets for consumer goods and services are uncertain. Similar considerations are of concern with respect to developing countries. For example, the possibility of revolution and the dependence on foreign economic assistance may be greater in these countries than in developed countries. Management seeks to mitigate the risks associated with these considerations through diversification and active professional management.
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Forward Commitments
Each Portfolio may invest in forward commitments. Each Portfolio may contract to purchase securities for a fixed price at a future date beyond customary settlement time consistent with the Portfolios ability to manage its investment portfolio and meet redemption requests. A Portfolio may dispose of a commitment prior to settlement if it is appropriate to do so and realize short-term profits or losses upon such sale. When effecting such transactions, cash or other liquid assets (such as liquid high quality debt obligations) held by a Portfolio of a dollar amount sufficient to make payment for the portfolio securities to be purchased will be segregated on the Portfolios records at the trade date and maintained until the transaction is settled. Such segregated assets will be marked to market on a daily basis, and if the market value of such assets declines, additional cash or assets will be segregated so that the market value of the segregated assets will equal the amount of such Portfolios obligations. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, or if the other party fails to complete the transaction.
Futures Contracts and Options on Futures
Each Portfolio, except for the Cash Portfolios, may enter into futures contracts on securities in which it may invest or on indices comprised of such securities and may purchase and write call and put options on such contracts.
Futures contracts. A financial futures contract is a contract to buy or sell a specified quantity of financial instruments such as U.S. Treasury bills, notes and bonds at a specified future date at a price agreed upon when the contract is made. An index futures contract is a contract to buy or sell specified units of an index at a specified future date at a price agreed upon when the contract is made. The value of a unit is based on the current value of the index. Under such contracts no delivery of the actual securities making up the index takes place. Rather, upon expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of the index at expiration, net of variation margin previously paid. Futures contracts are traded in the United States only on commodity exchanges or boards of trade known as contract markets approved for such trading by the CFTC, and must be executed through a futures commission merchant or brokerage firm which is a member of the relevant contract market.
Although many futures contracts by their terms call for actual delivery or acceptance of commodities or securities, in most cases the contracts are closed out before the settlement date without the making or taking of delivery, but rather by entering into an offsetting contract (a closing transaction). Upon entering into a futures contract, a Portfolio is required to deposit initial margin with the Funds futures commission merchant. The initial margin serves as a good faith deposit that a Portfolio will honor its potential future commitments. Subsequent payments (called variation margin or maintenance margin) to and from the broker are made on a daily basis as the price of the underlying security or commodity fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as marking to the market. If a Portfolio is unable to enter into a closing transaction, the amount of the Portfolios potential loss may be unlimited. Futures contracts also involve brokerage costs.
Each Portfolio will not commit more than 5% of the market value of its total assets to initial margin deposits on futures and premiums paid for options on futures.
Registration under the Commodity Exchange Act.
The Portfolios are operated by persons who have claimed an exclusion from the definition of the term commodity pool operator with respect to the Portfolios under the Commodity Exchange Act (the CEA), and therefore, are not subject to registration or regulation as a commodity pool operator under the CEA. As a result, the Portfolios are limited in their ability to trade instruments subject to the CFTCs jurisdiction, including commodity futures (which include futures on broad-based securities indexes, interest rate futures and currency futures), options on commodity futures, certain swaps or other investments (whether directly or indirectly through investments in other investment vehicles).
Under this exclusion, a Portfolio must satisfy one of the following two trading limitations whenever it enters into a new commodity trading position: (1) the aggregate initial margin and premiums required to establish the Portfolios positions in CFTC-regulated instruments may not exceed 5% of the liquidation value of the Portfolios portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the Portfolios portfolio (after accounting for unrealized profits and unrealized losses on any such positions). A Portfolio would not be required to consider its exposure to such instruments if they were held for bona fide hedging purposes, as such term is defined in the rules of the CFTC. In addition to meeting one of the foregoing trading limitations, a Portfolio may not market itself as a commodity pool or otherwise as a vehicle for trading in the markets for CFTC-regulated instruments.
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Options on futures contracts . In return for the premium paid, options on futures contracts give the purchaser the right to assume a position in a futures contract at the specified option exercise price at any time during the period of the option. Options on futures are similar to options on securities except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures. If an option is exercised on the last trading day prior to its expiration date, the settlement will be made entirely in cash. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.
As with options on securities, the holder or writer of an option may terminate his position by selling or purchasing an offsetting option. There is no guarantee that such closing transactions can be effected.
A Portfolio will be required to deposit initial margin and maintenance margin with respect to put and call options on futures contracts written by it pursuant to brokers requirements similar to those described above in connection with the discussion of futures contracts.
Risks of transactions in futures contracts and related options . Successful use of futures contracts by a Portfolio is subject to the Advisers ability to predict movements in various factors affecting financial markets. Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to a Portfolio because the maximum amount at risk is the premium paid for the options (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to a Portfolio when the purchase or sale of a futures contract would not, such as when there is no movement in the prices of the hedged investments. The writing of an option on a futures contract involves risks similar to those risks relating to the sale of futures contracts.
The use of options and futures strategies involves the risk of imperfect correlation among movements in the prices of the securities underlying the futures and options purchased and sold by the Portfolio, of the options and futures contracts themselves, and, in the case of hedging transactions, of the securities which are the subject of a hedge. The successful use of these strategies further depends on the ability of the Adviser to forecast interest rates and market movements correctly.
There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain market clearing facilities inadequate, and thereby result in the institution by exchanges of special procedures which may interfere with the timely execution of customer orders.
To reduce or eliminate a position held by a Portfolio, the Portfolio may seek to close out such a position. The ability to establish and close out positions will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop or continue to exist for a particular futures contract or option. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain contracts or options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of contracts or options, or underlying securities; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of contracts or options (or a particular class or series of contracts or options), in which event the secondary market on that exchange for such contracts or options (or in the class or series of contracts or options) would cease to exist, although outstanding contracts or options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would likely continue to be exercisable in accordance with their terms.
U.S. Treasury security futures contracts and options . Some U.S. Treasury security futures contracts require the seller to deliver, or the purchaser to take delivery of, the type of U.S. Treasury security called for in the contract at a specified date and price; others may be settled in cash. Options on U.S. Treasury security futures contracts give the purchaser the right in return for the premium paid to assume a position in a U.S. Treasury security futures contract at the specified option exercise price at any time during the period of the option. Successful use of U.S. Treasury security futures contracts by a Portfolio is subject to the Advisers ability to predict movements in the direction of interest rates and other factors affecting markets for debt securities. For example, if a Portfolio has sold U.S. Treasury security futures contracts in order to hedge against the possibility of an increase in interest rates which would adversely affect the values of securities held in its portfolio, and the prices of the Portfolios securities increase instead as a result of a decline in interest rates, the Portfolio will lose part or all of the benefit of the increased value of its securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Portfolio has insufficient cash, it may have to sell securities to meet daily maintenance margin requirements at a time when it may be disadvantageous to do so.
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There is also a risk that price movements in U.S. Treasury security futures contracts and related options will not correlate closely with price movements in markets for particular securities. For example, if a Portfolio has hedged against a decline in the values of tax-exempt securities held by it by selling Treasury security futures and the values of Treasury securities subsequently increase while the values of the Portfolios tax-exempt securities decrease, the Portfolio would incur losses on both the Treasury security futures contracts written by it and the tax-exempt securities held in its portfolio.
Government Mortgage-Related Securities
The Government National Mortgage Association (GNMA or Ginnie Mae) is the principal federal government guarantor of mortgage-related securities. GNMA is a wholly-owned U.S. Government corporation within the Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-related securities. GNMA pass-through securities are considered to have a relatively low risk of default in that (1) the underlying mortgage loan portfolio is comprised entirely of government-backed loans and (2) the timely payment of both principal and interest on the securities is guaranteed by the full faith and credit of the U.S. Government, regardless of whether they have been collected. GNMA pass-through securities are, however, subject to the same interest rate risk as comparable privately issued mortgage-related securities. Therefore, the effective maturity and market value of a Portfolios GNMA securities can be expected to fluctuate in response to changes in interest rate levels.
Residential mortgage loans are also pooled by the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), a corporate instrumentality of the U.S. Government. The mortgage loans in FHLMCs portfolio are not government backed; FHLMC, not the U.S. Government, guarantees the timely payment of interest and ultimate collection of principal on FHLMC securities. FHLMC also issues guaranteed mortgage certificates, on which it guarantees semiannual interest payments and a specified minimum annual payment of principal.
The Federal National Mortgage Association (FNMA or Fannie Mae) is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases residential mortgages from a list of approved seller/servicers, which include savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest only by FNMA, not the U.S. Government.
High Yield Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio and the Cash Portfolios, may invest a portion of their assets in high yield debt securities (commonly known as junk bonds). Investment in high yield securities generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and credit risk. These high yield securities are regarded as predominantly speculative with respect to the issuers continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities that are high yield may be more complex than for issuers of higher quality debt securities. In addition, high yield securities are often issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, but can also be issued by governments. Such issuers are generally less able than more financially stable issuers to make scheduled payments of interest and principal. The risks posed by securities issued under such circumstances are substantial.
Investing in high yield debt securities involves risks that are greater than the risks of investing in higher quality debt securities. These risks include: (i) changes in credit status, including weaker overall credit conditions of issuers and risks of default; (ii) industry, market and economic risk; and (iii) greater price variability and credit risks of certain high yield securities such as zero coupon and payment-in-kind securities. While these risks provide the opportunity for maximizing return over time, they may result in greater volatility of the value of a Portfolio than a fund that invests in higher-rated securities.
Furthermore, the value of high yield securities may be more susceptible to real or perceived adverse economic, company or industry conditions than is the case for higher quality securities. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual issuer developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Adverse market, credit or economic conditions could make it difficult at certain times to sell certain high yield securities held by a Portfolio.
The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading market could adversely affect the price at which a Portfolio could sell a high yield security, and could adversely affect the daily net asset value per share of a Portfolio. When secondary markets for high yield securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because there is less reliable, objective data available. However, an Index seeks to include primarily high yield securities that the Index provider believes have greater liquidity than the broader high yield securities market as a whole.
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The use of credit ratings as a principal method of selecting high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated.
Illiquid Securities
Each Portfolio may invest in illiquid securities. Each Portfolio will invest no more than 15% of its net assets in illiquid securities, including repurchase agreements and time deposits of more than seven days duration. The absence of a regular trading market for illiquid securities imposes additional risks on investments in these securities. Illiquid securities may be difficult to value and may often be disposed of only after considerable expense and delay.
The Money Market Portfolio is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act). As a result, the Money Market Portfolio has adopted the following liquidity policies (except as noted):
1. | The Portfolio may not purchase an illiquid security if, immediately after purchase, the Portfolio would have invested more than 5% of its total assets in illiquid securities (securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the market value ascribed to them by the Portfolio); |
2. | The Portfolio may not purchase a security other than a security offering daily liquidity if, immediately after purchase, the Portfolio would have invested less than 10% of its total assets in securities offering daily liquidity (includes securities that mature or are subject to demand within one business day, cash or direct U.S. Government obligations); and |
3. | The Portfolio may not purchase a security other than a security offering weekly liquidity if, immediately after purchase, the Portfolio would have invested less than 30% of its total assets in securities offering weekly liquidity (includes securities that mature or are subject to demand within five business days, cash, direct U.S. Government obligations and Government agency discount notes with remaining maturities of 60 days or less). |
Industrial Development and Private Activity Bonds (Cash Portfolios only)
Industrial development bonds are issued to finance a wide variety of capital projects including: electric, gas, water and sewer systems; ports and airport facilities; colleges and universities; and hospitals. The principal security for these bonds is generally the net revenues derived from a particular facility, group of facilities, or in some cases, the proceeds of a special excise tax or other specific revenue sources. Although the principal security behind these bonds may vary, many provide additional security in the form of a debt service reserve fund whose money may be used to make principal and interest payments on the issuers obligations. Some authorities provide further security in the form of a states ability without obligation to make up deficiencies in the debt service reserve fund.
Private activity bonds are considered municipal securities if the interest paid thereon is exempt from federal income tax and are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facilitys user to meet its financial obligations and the value of any real or personal property pledged as security for such payment. Interest income on these bonds may be an item of tax preference subject to federal alternative minimum tax for individuals and corporations.
Infrastructure-Related Companies Risk
Infrastructure-related companies include companies that primarily own, manage, develop and/or operate infrastructure assets, including transportation, utility, energy and/or telecommunications assets. Infrastructure-related businesses are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, insurance costs, costs associated with environmental and other regulations, the effects of an economic slowdown, surplus capacity or technological obsolescence, industry competition, labor relations, rate caps or rate changes, uncertainties concerning availability of fuel at reasonable prices, the effects of energy conservation policies, natural disasters, terrorist attacks and other factors. Certain infrastructure-related entities, particularly telecommunications and utilities companies, are subject to extensive regulation by various governmental authorities. The costs of complying with governmental regulations, delays or failures to receive required regulatory approvals or the enactment of new adverse regulatory requirements may adversely affect infrastructure-related companies. Infrastructure-related companies may also be affected by service interruption and/or legal challenges due to environmental, operational or other conditions or events, and the imposition of special tariffs and changes in tax laws, regulatory policies and
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accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, especially in non-U.S. markets, resulting in work stoppage, delays and cost overruns. Other risks associated with infrastructure-related companies include uncertainties resulting from such companies diversification into new domestic and international businesses, as well as agreements by any such companies linking future rate increases to inflation or other factors not directly related to the actual operating profits of the enterprise.
Insured Municipal Securities (Cash Portfolios only)
Insured municipal securities are those for which scheduled payments of interest and principal are guaranteed by a private (non-governmental) insurance company. The insurance entitles a fund to receive only the face or par value of the securities held by the fund, but the ability to be paid is limited to the claims paying ability of the insurer. The insurance does not guarantee the market value of the municipal securities or the net asset value of a funds shares. Insurers are selected based upon the diversification of its portfolio and the strength of the management team which contributes to the claims paying ability of the entity. However, the Adviser selects securities based upon the underlying credit with bond insurance viewed as an enhancement only. The Advisers objective is to have an enhancement that provides additional liquidity to insulate against volatility in changing markets.
Interest Rate Environment Risk
In the wake of the financial crisis that began in 2007, the Federal Reserve System attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. In addition, the Federal Reserve has purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (the quantitative easing program). As a result, the United States is experiencing historically low interest rate levels. A low interest rate environment may have an adverse impact on a Portfolios ability to provide a positive yield to its shareholders and pay expenses out of Portfolio assets because of the low yields from the Portfolios portfolio investments.
However, continued economic recovery and the cessation of the quantitative easing program increase the risk that interest rates will rise in the near future and that the Portfolios will face a heightened level of interest rate risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Portfolio investments, which could cause the value of a Portfolios investments and a Portfolios share price to decline or create difficulties for the Portfolio in disposing of investments. A Portfolio that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a fund that does not invest in derivatives. A Portfolio could also be forced to liquidate its investments at disadvantageous times or prices, thereby adversely affecting the Portfolio. To the extent a Portfolio experiences high redemptions because of these policy changes, the Portfolio may experience increased portfolio turnover, which will increase the costs that the Portfolio incurs and lower the Portfolios performance.
Investment Grade Bonds
The Portfolios may invest in corporate notes and bonds that are rated investment-grade by a nationally recognized statistical rating organization (NRSRO) or, if unrated, are of comparable quality to the rated securities described above, as determined by the Adviser, in accordance with procedures established by the Board of Trustees. Investment-grade securities include securities rated Baa or higher by Moodys or BBB- or higher by S&P (and securities of comparable quality); securities rated Baa by Moodys or BBB by S&P may have speculative characteristics.
Lending of Portfolio Securities
Each Portfolio, except for the Cash Portfolios, may lend portfolio securities with a value of up to 40% of its net assets. For these purposes, net assets shall exclude the value of all assets received as collateral for the loan. Such loans may be terminated at any time, and a Portfolio will receive cash or other obligations as collateral. In a loan transaction, as compensation for lending its securities, a Portfolio will receive a portion of the dividends or interest accrued on the securities held as collateral or, in the case of cash collateral, a portion of the income from the investment of such cash. In addition, a Portfolio will receive the amount of all dividends, interest and other distributions on the loaned securities. However, the borrower has the right to vote the loaned securities. A Portfolio will call loans to vote proxies if a material issue affecting the investment is to be voted upon. A Portfolio would have the right to call the loan and obtain the securities loaned at any time on notice of not more than five business days. In the event of bankruptcy or other default of the borrower, a Portfolio could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses including (a) possible decline in the value of collateral or in the value of the securities loaned during the period while the Portfolio seeks to enforce its rights thereto, (b) possible sub-normal levels of income and lack of access to income during this period, and (c) expenses of enforcing its rights. A Portfolios securities lending agent may be an affiliate of the Adviser, and would be compensated by the Portfolio for its services.
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Loans are made only to borrowers that are deemed by the securities lending agent to be of good financial standing. In a loan transaction, a Portfolio will also bear the risk of any decline in value of securities acquired with cash collateral. A Portfolio will minimize this risk by limiting the investment of cash collateral to high quality instruments of short maturity.
Market Disruption and Geopolitical Risk
The Portfolios are subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. War, terrorism, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters and systemic market dislocations may be highly disruptive to economies and markets. Those events as well as other changes in non-U.S. and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Portfolios investments. Given the increasing interdependence between global economies and markets, conditions in one country, market, or region might adversely impact markets, issuers and/or foreign exchange rates in other countries, including the U.S. Continuing uncertainty as to the status of the Euro and the European Monetary Union (the EMU) has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU, or any continued uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of a Portfolios investments.
Securities markets may be susceptible to market manipulation (e.g., the potential manipulation of the London Interbank Offered Rate (LIBOR)) or other fraudulent trade practices, which could disrupt the orderly functioning of these markets or adversely affect the value of investments traded in these markets, including investments of a Portfolio.
Recent political activity in the U.S. has increased the risk that the U.S. could default on some or any of its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the U.S. would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the Portfolios investments. Similarly, political events within the U.S. at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many Portfolio investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets.
To the extent a Portfolio has focused its investments in the stock market index of a particular region, adverse geopolitical and other events could have a disproportionate impact on the Portfolio.
Mortgage-Backed Security Rolls
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio and the Cash Portfolios, may enter into forward roll transactions with respect to mortgage-related securities issued by GNMA, FNMA or FHLMC. In a forward roll transaction, a Portfolio will sell a mortgage-related security to a bank or other permitted entity and simultaneously agree to repurchase a similar security from the institution at a later date at an agreed upon price. The mortgage securities that are repurchased will typically bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories than those sold. A Portfolio that engages in a forward roll transaction forgoes principal and interest paid on the securities sold during the roll period, but is compensated by the difference between the current sales price and the lower forward price for the future purchase. In addition, a Portfolio earns interest by investing the transaction proceeds during the roll period. A forward roll transaction may create investment leverage. A Portfolio is subject to the risk that the value of securities to be purchased pursuant to a forward roll transaction will decline over the roll period, and that the Portfolios counterparty may be unwilling or unable to perform its obligations to the Portfolio. Upon entering into a mortgage-backed security roll, the participating Portfolio will segregate on its records cash, U.S. Government securities or other high-grade debt securities in an amount sufficient to cover its obligation under the roll.
Mortgage-Related Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in mortgage-related securities. Mortgage-related securities represent an interest in a pool of, or are secured by, mortgage loans. Mortgage-related securities may be issued or guaranteed by (i) U.S. Government agencies or instrumentalities such as GNMA, FNMA and FHLMC or (ii) other issuers, including private companies.
Many mortgage-related securities provide regular payments which consist of interest and, in most cases, principal. In contrast, other forms of debt securities normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. In effect, payments on many mortgage-related securities are a pass-through of the payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities.
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Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will typically result in early payment of the applicable mortgage-related securities. The occurrence of mortgage prepayments is affected by a variety of factors including the level of interest rates, general economic conditions, the location and age of the mortgage, and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of mortgage-related securities. Because of the possibility of prepayments (and due to scheduled repayments of principal), mortgage-related securities are less effective than other types of securities as a means of locking in attractive long-term interest rates. Prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Portfolios.
Collateralized mortgage obligations (CMOs) may be issued by a U.S. Government agency or instrumentality or by a private issuer. CMOs are typically structured with classes or series that have different maturities and are generally retired in sequence. Each class of obligations receives periodic interest payments according to its terms. However, monthly principal payments and any prepayments from the collateral pool are generally paid first to the holders of the most senior class. Thereafter, payments of principal are generally allocated to the next most senior class of obligations until that class of obligations has been fully repaid. Any or all classes of obligations of a CMO may be paid off sooner than expected because of an increase in the payoff speed of the pool. Changes in prepayment rates may have significant effects on the values and the volatility of the various classes and series of a CMO. Payment of interest or principal on some classes or series of a CMO may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages.
Stripped mortgage-related securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest only or IO class of stripped mortgage-related securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurable adverse effect on a Portfolios yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, a Portfolio may fail to recoup fully, or at all, its initial investment in these securities. Conversely, principal only securities or POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-related securities may be more volatile and less liquid than that for other mortgage-related securities, potentially limiting a Portfolios ability to buy or sell those securities at any particular time.
Municipal and Municipal-Related Securities
Municipal securities may bear fixed, floating or variable rates of interest or may be zero coupon securities. Municipal securities are generally of two types: general obligations and revenue obligations. General obligations are backed by the full faith and credit of the issuer. These securities include tax anticipation notes, bond anticipation notes, general obligation bonds and commercial paper. Revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Tax anticipation notes are issued to finance working capital needs of municipalities and are generally issued in anticipation of future tax revenues. Bond anticipation notes are issued in expectation of the issuer obtaining longer-term financing.
Municipal Leases (Cash Portfolios only)
The Portfolio may purchase participation interests in municipal obligations, including municipal lease/purchase agreements. Municipal leases are an undivided interest in a portion of an obligation in the form of a lease or installment purchase issued by a state or local government to acquire equipment or facilities. These instruments may have fixed, floating or variable rates of interest, with remaining maturities of 13 months or less. Certain participation interests may permit a Portfolio to demand payment on not more than seven days notice, for all or any part of the Portfolios interest, plus accrued interest.
Municipal leases frequently have special risks not normally associated with general obligation or revenue bonds. Some leases or contracts include non-appropriation clauses, which provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. To reduce these risks, a Portfolio will only purchase municipal leases subject to a non-appropriation clause when the payment of principal and accrued interest is backed by a letter of credit or guarantee of a bank.
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Whether a municipal lease agreement will be considered illiquid for the purpose of the Portfolios restriction on investments in illiquid securities will be determined in accordance with procedures established by the Board of Trustees.
Options
The Portfolios, except for the Cash Portfolios, may purchase and sell put and call options to enhance investment performance and to protect against changes in market prices. There is no assurance that a Portfolios use of put and call options will achieve its desired objective, and a Portfolios use of options may result in losses to the Portfolio.
Covered call options . A Portfolio may write ( i.e ., sell) covered call options to realize a greater current return through the receipt of premiums than it would realize on its securities alone. Such option transactions may also be used as a limited form of hedging against a decline in the price of securities owned by a Portfolio.
A call option gives the holder the right to purchase, and obligates the writer to sell, a security at the exercise price at any time before the expiration date. A call option is covered if the writer, at all times while obligated as a writer, either owns the underlying securities (or comparable securities satisfying the cover requirements of the securities exchanges), or has the right to acquire such securities through immediate conversion of securities. A Portfolio may write covered call options or uncovered call options.
A Portfolio will receive a premium from writing a call option, which increases the Portfolios return on the underlying security in the event the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the underlying security.
In return for the premium received when it writes a covered call option, a Portfolio gives up some or all of the opportunity to profit from an increase in the market price of the securities covering the call option during the life of the option. A Portfolio retains the risk of loss should the price of such securities decline. If the option expires unexercised, a Portfolio realizes a gain equal to the premium, which may be offset by a decline in price of the underlying security. If the option is exercised, a Portfolio realizes a gain or loss equal to the difference between the Portfolios cost for the underlying security and the proceeds of sale (exercise price minus commissions) plus the amount of the premium.
A Portfolio may terminate a call option that it has written before it expires by entering into a closing purchase transaction. A Portfolio may enter into closing purchase transactions in order to free itself to sell the underlying security or to write another call on the security, realize a profit on a previously written call option, or protect a security from being called in an unexpected market rise. Any profits from a closing purchase transaction may be offset by a decline in the value of the underlying security. Conversely, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by a Portfolio.
Uncovered call options . Writing uncovered call options may enable a Portfolio to realize income without committing capital to the ownership of the underlying securities or instruments; however, writing uncovered calls are riskier than writing covered calls because there is no underlying security held by a Portfolio that can act as a partial hedge. When a Portfolio has written an uncovered call option, the Portfolio will not necessarily hold securities offsetting the risk to the Portfolio. As a result of writing a call option without holding the underlying the securities, if the call option were exercised, a Portfolio might be required to purchase the security that is the subject of the call at the market price at the time of exercise. The Portfolios exposure on such an option is theoretically unlimited. There is also a risk, especially with less liquid preferred and debt securities, that the security may not be available for purchase. Uncovered calls have speculative characteristics.
Covered put options . A Portfolio may write covered put options in order to enhance its current return. Such options transactions may also be used as a limited form of hedging against an increase in the price of securities that the Portfolio plans to purchase. A put option gives the holder the right to sell, and obligates the writer to buy, a security at the exercise price at any time before the expiration date. A put option may be covered if the writer earmarks or otherwise segregates liquid assets equal to the price to be paid if the option is exercised minus margin on deposit.
By writing a put option, a Portfolio assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss unless the security later appreciates in value.
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A Portfolio may terminate a put option that it has written before it expires by entering into a closing purchase transaction. Any loss from this transaction may be partially or entirely offset by the premium received on the terminated option.
Purchasing put and call options . A Portfolio may also purchase put options to protect portfolio holdings against a decline in market value. This protection lasts for the life of the put option because a Portfolio, as a holder of the option, may sell the underlying security at the exercise price regardless of any decline in its market price. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs that a Portfolio must pay. These costs will reduce any profit the Portfolio might have realized had it sold the underlying security instead of buying the put option.
A Portfolio may purchase call options to hedge against an increase in the price of securities that the Portfolio wants ultimately to buy. Such hedge protection is provided during the life of the call option since a Portfolio, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying securitys market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit a Portfolio might have realized had it bought the underlying security at the time it purchased the call option.
A Portfolio may also purchase put and call options to attempt to enhance its current return.
Options on foreign securities . A Portfolio may purchase and sell options on foreign securities if the Adviser believes that the investment characteristics of such options, including the risks of investing in such options, are consistent with the Portfolios investment objective. It is expected that risks related to such options will not differ materially from risks related to options on U.S. securities. However, position limits and other rules of foreign exchanges may differ from those in the United States. In addition, options markets in some countries, many of which are relatively new, may be less liquid than comparable markets in the United States.
Options on securities indices . A Portfolio may write or purchase options on securities indices. Index options are similar to options on individual securities in that the purchaser of an index option acquires the right to buy (in the case of a call) or sell (in the case of a put), and the writer undertakes the obligation to sell or buy (as the case may be), units of an index at a stated exercise price during the term of the option. Instead of the right to take or make actual delivery of securities, the holder of an index option has the right to receive a cash exercise settlement amount. This amount is equal to the amount by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of the exercise, multiplied by a fixed index multiplier.
Price movements in securities which a Portfolio owns or intends to purchase probably will not correlate perfectly with movements in the level of a securities index and, therefore, if a Portfolio uses an option for hedging purposes, it bears the risk of a loss on a securities index option which is not completely offset by movements in the price of such securities. Because securities index options are settled in cash, a call writer cannot determine the amount of its settlement obligations in advance and, unlike call writing on a specific security, cannot provide in advance for, or cover, its potential settlement obligations by acquiring and holding underlying securities. A Portfolio may, however, cover call options written on a securities index by holding a mix of securities which substantially replicate the movement of the index or by holding a call option on the securities index with an exercise price no higher than the call option sold.
Compared to the purchase or sale of futures contracts, the purchase of call or put options on an index involves less potential risk to a Portfolio because the maximum amount at risk is the premium paid for the options plus transactions costs. The writing of a put or call option on an index involves risks similar to those risks relating to the purchase or sale of index futures contracts.
Risks involved in the use of options . The successful use of a Portfolios options strategies depends on the ability of the Adviser to forecast correctly interest rate and market movements. For example, if a Portfolio were to write a call option based on the Advisers expectation that the price of the underlying security would fall, but the price were to rise instead, the Portfolio could be required to sell the security upon exercise at a price below the current market price. Similarly, if a Portfolio were to write a put option based on the Advisers expectation that the price of the underlying security would rise, but the price were to fall instead, the Portfolio could be required to purchase the security upon exercise at a price higher than the current market price.
When a Portfolio purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Portfolio exercises the option or enters into a closing sale transaction before the options expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, a Portfolio will lose part or all of its investment in the option. This contrasts with an investment by a Portfolio in the underlying security, since the Portfolio will not realize a loss if the securitys price does not change.
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The effective use of options also depends on a Portfolios ability to terminate option positions at times when the Adviser deems it desirable to do so. There is no assurance that a Portfolio will be able to effect closing transactions at any particular time or at an acceptable price.
If a secondary market in options were to become unavailable, a Portfolio could no longer engage in closing transactions. Lack of investor interest might adversely affect the liquidity of the market for particular options or series of options. A market may discontinue trading of a particular option or options generally. In addition, a market could become temporarily unavailable if unusual events such as volume in excess of trading or clearing capability were to interrupt its normal operations.
A market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. For example, if an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. If an options market were to become unavailable, a Portfolio as a holder of an option would be able to realize profits or limit losses only by exercising the option, and the Portfolio, as option writer, would remain obligated under the option until expiration or exercise.
Disruptions in the markets for the securities underlying options purchased or sold by a Portfolio could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, a Portfolio as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with considerable losses if trading in the security reopens at a substantially different price. In addition, the Options Clearing Corporation or options markets may impose exercise restrictions. If a prohibition on exercise is imposed at the time when trading in the option has also been halted, a Portfolio as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options. A Portfolio, as holder of such a put option, could lose its entire investment if the prohibition remained in effect until the put options expiration.
Foreign-traded options are subject to many of the same risks presented by internationally-traded securities. In addition, because of time differences between the United States and various foreign countries, and because different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premiums may not reflect the current prices of the underlying interest in the United States.
Over-the-counter (OTC) options purchased by a Portfolio and assets held to cover OTC options written by the Portfolio may, under certain circumstances, be considered illiquid securities for purposes of any limitation on the Portfolios ability to invest in illiquid securities.
Other Asset-Backed Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in asset-backed securities that are not mortgage-related. Asset-backed securities other than mortgage-related securities represent undivided fractional interests in pools of instruments, such as consumer loans, and are typically similar in structure to mortgage-related pass-through securities. Payments of principal and interest are passed through to holders of the securities and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity, or by priority to certain of the borrowers other securities. The degree of credit-enhancement, if any, varies, applying only until exhausted and generally covering only a fraction of the securitys par value.
The value of such asset-backed securities is affected by changes in the markets perception of the asset backing the security, changes in the creditworthiness of the servicing agent for the instrument pool, the originator of the instruments, or the financial institution providing any credit enhancement and the expenditure of any portion of any credit enhancement. The risks of investing in asset-backed securities are ultimately dependent upon payment of the underlying instruments by the obligors, and a Portfolio would generally have no recourse against the obligee of the instruments in the event of default by an obligor. The underlying instruments are subject to prepayments which shorten the duration of asset-backed securities and may lower their return, in generally the same manner as described above for prepayments of pools of mortgage loans underlying mortgage-related securities.
Pre-Refunded Municipal Securities
The interest and principal payments on pre-refunded municipal securities are typically paid from the cash flow generated from an escrow fund consisting of U.S. Government securities. These payments have been pre-refunded using the escrow fund.
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Purchase of Other Investment Company Shares
The Portfolios may, to the extent permitted under the 1940 Act and exemptive rules and orders thereunder, invest in shares of other investment companies, which include funds managed by SSGA FM, which invest exclusively in money market instruments or in investment companies with investment policies and objectives which are substantially similar to those of the Portfolios. These investments may be made temporarily, for example, to invest uncommitted cash balances or, in limited circumstances, to assist in meeting shareholder redemptions.
Real Estate Investment Trusts (REITs)
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio and the Cash Portfolios, may invest in REITs. REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. A Portfolio will not invest in real estate directly, but only in securities issued by real estate companies. However, a Portfolio may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Portfolio shareholders to duplicate management and administrative fees.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity and Mortgage REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrowers or a lessees ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.
Repurchase Agreements
The Portfolios may enter into repurchase agreements with banks and other financial institutions, such as broker-dealers. Under a repurchase agreement, a Portfolio purchases securities from a financial institution that agrees to repurchase the securities at the Portfolios original purchase price plus interest within a specified time (normally one business day). A Portfolio will limit repurchase transactions to those member banks of the Federal Reserve System, broker-dealers and other financial institutions whose creditworthiness the Adviser considers satisfactory. Should the counterparty to a transaction fail financially, the Portfolio may encounter delay and incur costs before being able to sell the securities, or may be prevented from realizing on the securities. Further, the amount realized upon the sale of the securities may be less than that necessary to fully compensate the Portfolio.
Reverse Repurchase Agreements
The Portfolios may enter into reverse repurchase agreements. Under reverse repurchase agreements, a Portfolio transfers possession of portfolio securities to financial institutions in return for cash in an amount equal to a percentage of the portfolio securities market value and agrees to repurchase the securities at a future date by repaying the cash with interest. Each Portfolio retains the right to receive interest and principal payments from the securities. Cash or liquid high quality debt obligations from a Portfolios portfolio equal in value to the repurchase price including any accrued interest will be segregated by the Custodian on the Portfolios records while a reverse repurchase agreement is in effect. Reverse repurchase agreements involve the risk that the market value of securities sold by a Portfolio may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements involve the risk that the buyer of the securities sold might be unable to deliver them when a Portfolio seeks to repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, a Portfolio may be delayed or prevented from recovering the security that it sold.
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Section 4(a)(2) Commercial Paper/Rule 144A Securities
Each Portfolio, except for the Small/Mid Cap Equity Index Portfolio, may invest in commercial paper issued in reliance on the so called private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (1933 Act) (Section 4(a)(2) paper).
Section 4(a)(2) paper is restricted as to disposition under the federal securities laws and generally is sold to investors who agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be a transaction exempt from the registration requirements of the 1933 Act. Section 4(a)(2) paper normally is resold to other institutional investors like the Portfolios through or with the assistance of the issuer or investment dealers that make a market in Section 4(a)(2) paper. Rule 144A securities generally must be sold only to other institutional investors.
Section 4(a)(2) paper and Rule 144A securities will not be considered illiquid for purposes of each Portfolios percentage limitations on illiquid securities when the Adviser (pursuant to guidelines adopted by the Board of Trustees) determines that a liquid trading market exists for the securities in question. There can be no assurance that a liquid trading market will exist at any time for any particular Section 4(a)(2) paper or Rule 144A securities.
Tax Exempt Commercial Paper (Cash Portfolios only)
The Portfolio may invest in tax exempt commercial paper. Tax exempt commercial paper is a short-term obligation with a stated maturity of 365 days or less. It is typically issued to finance seasonal working capital needs or as short-term financing in anticipation of longer term financing. Each instrument may be backed only by the credit of the issuer or may be backed by some form of credit enhancement, typically in the form of a guarantee by a commercial bank. Commercial paper backed by guarantees of foreign banks may involve additional risk due to the difficulty of obtaining and enforcing judgments against such banks and the generally less restrictive regulations to which such banks are subject. A Portfolio will only invest in commercial paper rated at the time of purchase not less than Prime-1 by Moodys, A-1 by S&P or F-1 by Fitch Ratings. See Appendix A for more information on the ratings of debt instruments.
Tender Option Bonds (Cash Portfolios only)
A tender option is a municipal obligation (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax exempt rates, that has been coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the municipal obligations fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate. Subject to applicable regulatory requirements, a Portfolio may buy tender option bonds if the agreement gives the Portfolio the right to tender the bond to its sponsor no less frequently than once every 397 days. The Adviser will consider on an ongoing basis the creditworthiness of the issuer of the underlying obligation, any custodian and the third party provider of the tender option. In certain instances and for certain tender option bonds, the option may be terminable in the event of a default in payment of principal or interest on the underlying municipal obligation and for other reasons.
Total Return Swaps, Equity Swaps and Interest Rate Swaps
The Portfolios, except for the Cash Portfolios, may contract with a counterparty to pay a stream of cash flows and receive the total return of an index or a security for purposes of attempting to obtain a particular desired return at a lower cost to a Portfolio than if the Portfolio had invested directly in an instrument that yielded that desired return. A Portfolios return on a swap will depend on the ability of its counterparty to perform its obligations under the swap. The Adviser will cause a Portfolio to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Portfolios repurchase agreement guidelines.
A Portfolio may enter into interest rate swap transactions with respect to any security it is entitled to hold. Interest rate swaps involve the exchange by a Portfolio with another party of their respective rights to receive interest, e.g., an exchange of floating rate payments for fixed rate payments. The Portfolios expect to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio or to protect against any increase in the price of securities it anticipates purchasing at a later date. The Portfolios generally intend to use these transactions as a hedge and not as a speculative investment. For example, a Portfolio may enter into an interest rate swap in order to protect against declines in the value of fixed income securities held by the Portfolio. In such an instance, the Portfolio may agree with a counterparty to pay a fixed rate (multiplied by a notional amount) and the counterparty to
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pay a floating rate multiplied by the same notional amount. If interest rates rise, resulting in a diminution in the value of a Portfolio, the Portfolio would receive payments under the swap that would offset, in whole or in part, such diminution in value; if interest rates fall, the Portfolio would likely lose money on the swap transaction.
Treasury Inflation-Protected Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in Inflation-Protection Securities (TIPSs), a type of inflation-indexed Treasury security. TIPSs typically provide for semiannual payments of interest and a payment of principal at maturity. In general, each payment will be adjusted to take into account any inflation or deflation that occurs between the issue date of the security and the payment date based on the Consumer Price Index for All Urban Consumers (CPI-U).
Each semiannual payment of interest will be determined by multiplying a single fixed rate of interest by the inflation-adjusted principal amount of the security for the date of the interest payment. Thus, although the interest rate will be fixed, the amount of each interest payment will vary with changes in the principal of the security as adjusted for inflation and deflation.
TIPSs also provide for an additional payment (a minimum guarantee payment) at maturity if the securitys inflation-adjusted principal amount for the maturity date is less than the securitys principal amount at issuance. The amount of the additional payment will equal the excess of the securitys principal amount at issuance over the securitys inflation-adjusted principal amount for the maturity date.
U.S. Government Securities
The Portfolios may purchase U.S. Government securities. The types of U.S. Government obligations in which the Portfolios may at times invest include: (1) U.S. Treasury obligations and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government agency or instrumentality, or (d) the credit of the instrumentality (examples of agencies and instrumentalities are: Federal Land Banks, Federal Housing Administration, Federal Farm Credit Bank, Farmers Home Administration, Export-Import Bank of the United States, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, General Services Administration, Maritime Administration, Tennessee Development Bank, Asian-American Development Bank, International Bank for Reconstruction and Development and Federal National Mortgage Association). No assurance can be given that in the future the U.S. Government will provide financial support to U.S. Government securities it is not obligated to support.
U.S. Registered Securities of Non-U.S. Issuers
The Portfolios, except for the Cash Portfolios, may purchase publicly traded common stocks of non-U.S. corporations.
Investing in U.S. registered, dollar-denominated, securities issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, and potential restrictions of the flow of international capital. Non-U.S. companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.
A Portfolios investment in common stock of non-U.S. corporations may also be in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs) (collectively Depositary Receipts). Depositary Receipts are receipts, typically issued by a bank or trust company, which evidence ownership of underlying securities issued by a non-U.S. corporation. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a non-U.S. issuer. For other Depositary Receipts, the depository may be a non-U.S. or a U.S. entity, and the underlying securities may have a non-U.S. or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designated for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Portfolio may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
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Variable Amount Master Demand Notes
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in variable amount master demand notes which are unsecured obligations that are redeemable upon demand and are typically unrated. These instruments are issued pursuant to written agreements between their issuers and holders. The agreements permit the holders to increase (subject to an agreed maximum) and the holders and issuers to decrease the principal amount of the notes, and specify that the rate of interest payable on the principal fluctuates according to an agreed formula. Generally, changes in interest rates will have a smaller effect on the market value of these securities than on the market value of comparable fixed income obligations. Thus, investing in these securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities. There may be no active secondary market with respect to a particular variable rate instrument.
Variable and Floating Rate Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in variable and floating rate securities. Variable rate securities are instruments issued or guaranteed by entities such as (1) U.S. Government, or an agency or instrumentality thereof, (2) corporations, (3) financial institutions, (4) insurance companies or (5) trusts that have a rate of interest subject to adjustment at regular intervals but less frequently than annually. A variable rate security provides for the automatic establishment of a new interest rate on set dates. Interest rates on these securities are ordinarily tied to, and are a percentage of, a widely recognized interest rate, such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified bank. These rates may change as often as twice daily. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed income obligations. Thus, investing in variable and floating rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities. Variable rate obligations will be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate.
When-Issued, Delayed Delivery and Forward Commitment Transactions
To secure an advantageous price or yield, certain Portfolios may purchase securities on a when-issued, delayed delivery, to-be-announced (TBA) or forward commitment basis and may sell securities on a forward commitment or delayed delivery basis. A Portfolio will enter into when-issued, delayed delivery, TBA or forward commitment transactions for the purpose of acquiring securities and not for the purpose of leverage.
When purchasing a security on a when-issued, delayed delivery, TBA or forward commitment basis, a Portfolio assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. When such transactions are negotiated, certain terms may be fixed at the time the commitment is made, but delivery and payment for the securities takes place at a later date. In general, a Portfolio does not pay for the securities until received and does not start earning interest or other income until the contractual settlement date. A Portfolio may take delivery of the securities or it may sell the securities before the settlement date.
At the time of delivery of the securities, the value may be more or less than the purchase or sale price. If a Portfolio remains substantially fully invested at a time when when-issued, delayed delivery, TBA or forward commitment purchases are outstanding, the purchases may result in a form of leverage and give rise to increased volatility of the Portfolios net asset value. Default by, or bankruptcy of, a counterparty to a when-issued, delayed delivery, TBA or forward commitment transaction would expose the Portfolio to possible losses because of an adverse market action, expenses or delays in connection with the purchase or sale of the pools specified in such transaction. Purchases of when-issued, delayed delivery, TBA or forward commitment securities also involve a risk of loss if the seller fails to deliver after the value of the securities has risen.
Cash or other liquid assets in an amount equal to the amount of a Portfolios when-issued, delayed-delivery, TBA or forward commitment purchase obligations will be earmarked on the Portfolios books. There is no guarantee, however, that such earmarking will be successful in reducing or eliminating the leveraging effect of such transactions or the risks associated with leverage.
A TBA transaction involves a commitment to purchase securities sold for a fixed price where the underlying securities are announced at a future date. The seller does not specify the particular securities to be delivered. Instead, a Portfolio agrees to accept any security that meets specified terms. For example, in a TBA mortgage-backed security transaction, a Portfolio and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages. The seller would not identify the specific underlying mortgages until it issues the security. For this reason, in a TBA transaction, a Portfolio commits to purchase securities for which all specific information is not yet known at the time of the trade, particularly the exact face amount in forward commitment mortgage-backed securities transactions. The purchaser in a TBA transaction generally is subject to increased market risk and interest rate risk because the delivered securities may be less favorable than anticipated by the purchaser.
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Certain Portfolios may also enter into a forward commitment to sell securities it owns. The use of forward commitments enables a Fund to hedge against anticipated changes in interest rates and prices. In a forward sale, a Portfolio does not participate in gains or losses on the security occurring after the commitment date. Forward commitments to sell securities also involve a risk of loss if the seller fails to take delivery after the value of the securities has declined. Forward commitment transactions involve additional risks similar to those associated with investments in options and futures contracts.
Recently finalized rules of the Financial Industry Regulatory Authority, Inc. (FINRA) would impose mandatory margin requirements for Covered Agency Transactions, which include TBA Transactions, certain transactions in pass-through mortgage-backed securities or small-business administration-backed asset-backed securities and transactions in collateralized mortgage obligations, in each case where such transactions have delayed contractual settlement dates of a specified period. There are limited exceptions to these margin requirements. Covered Agency Transactions historically have not been required to be collateralized. The collateralization of Covered Agency Transactions is intended to mitigate counterparty credit risk between trade and settlement, but could increase the cost of such transactions and impose added operational complexity.
Zero Coupon Securities
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio, may invest in zero coupon securities. Zero coupon securities are notes, bonds and debentures that: (1) do not pay current interest and are issued at a substantial discount from par value; (2) have been stripped of their unmatured interest coupons and receipts; or (3) pay no interest until a stated date one or more years into the future. These securities also include certificates representing interests in such stripped coupons and receipts. Generally, changes in interest rates will have a greater impact on the market value of a zero coupon security than on the market value of the comparable securities that pay interest periodically during the life of the instrument. In the case of any zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance that are treated as issued originally at a discount, a Portfolio will be required to accrue original issue discount (OID) for U.S. federal income tax purposes and may as a result be required to pay out as an income distribution an amount which is greater than the total amount of cash interest the Portfolio actually received. To generate sufficient cash to make the requisite distributions to maintain its qualification for treatment as a RIC, a Portfolio may be required to sell investments, including at a time when it may not be advantageous to do so.
Privately-issued stripped securities are not themselves guaranteed by the U.S. Government, but the future payment of principal or interest on U.S. Treasury obligations which they represent is so guaranteed.
Asset Segregation and Coverage
A Portfolio may be required to earmark or otherwise segregate liquid assets in respect of its obligations under derivatives transactions that involve contractual obligations to pay in the future, or a Portfolio may engage in other measures to cover its obligations with respect to such transactions. The amounts that are earmarked or otherwise segregated may be based on the notional value of the derivative or on the daily mark-to-market obligation under the derivatives contract and may be reduced by amounts on deposit with the applicable broker or counterparty to the derivatives transaction. In certain circumstances, a Portfolio may enter into an offsetting position rather than earmarking or segregating liquid assets. A Portfolio may modify its asset segregation and coverage policies from time to time. Although earmarking or segregating may in certain cases have the effect of limiting a Portfolios ability to engage in derivatives transactions, the extent of any such limitation will depend on a variety of factors, including the method by which the Portfolio determines the nature and amount of assets to be earmarked or segregated.
Fundamental Investment Restrictions
The Trust has adopted the following restrictions applicable to the Portfolios, which may not be changed without the affirmative vote of a majority of the outstanding voting securities of a Portfolio, which is defined in the 1940 Act to mean the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Portfolio and (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are present at the meeting in person or by proxy.
1. | A Portfolio may borrow money and issue senior securities to the extent consistent with applicable law from time to time. |
2. | A Portfolio may make loans, including to affiliated investment companies, to the extent consistent with applicable law from time to time. |
3. | A Portfolio may purchase or sell commodities to the extent consistent with applicable law from time to time. |
4. | A Portfolio may purchase, sell or hold real estate to the extent consistent with applicable law from time to time. |
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5. | A Portfolio may underwrite securities to the extent consistent with applicable law from time to time. |
For the State Street Equity 500 Index II Portfolio, State Street Global Equity ex-U.S. Index Portfolio, and the State Street Aggregate Bond Index Portfolio:
6. | A Portfolio may not purchase any security if, as a result, 25% or more of the Portfolios total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: each Portfolio is permitted to invest without limit in government securities (as defined in the 1940 Act) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing. Each Portfolio may concentrate its investments in securities of issuers in the same industry as may be necessary to approximate the composition of the Portfolios underlying Index. |
For the Money Market Portfolio:
6. | The Portfolio may not purchase any security if, as a result, 25% or more of the Portfolios total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: the Portfolio is permitted to invest without limit in government securities (as defined in the 1940 Act), tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing and bankers acceptances, certificates of deposit and similar instruments issued by: (i) U.S. banks, (ii) U.S. branches of foreign banks (in circumstances in which the Adviser determines that the U.S. branches of foreign banks are subject to the same regulation as U.S. banks), (iii) foreign branches of U.S. banks (in circumstances in which the Adviser determines that the Portfolio will have recourse to the U.S. bank for the obligations of the foreign branch), and (iv) foreign branches of foreign banks (to the extent that the Adviser determines that the foreign branches of foreign banks are subject to the same or substantially similar regulations as U.S. banks). |
With respect to investment policy on concentration (#6 above), the Money Market Portfolio may concentrate in bankers acceptances, certificates of deposit and similar instruments when, in the opinion of the Adviser, the yield, marketability and availability of investments meeting the Portfolios quality standards in the banking industry justify any additional risks associated with the concentration of the Portfolios assets in such industry.
For Conservative Income Portfolio and Ultra Short Bond Portfolio:
6. | A Portfolio may not purchase any security if, as a result, 25% or more of the Portfolios total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: the Portfolio is permitted to invest without limit in government securities (as defined in the 1940 Act) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing. |
For purposes of the above investment limitation number 6, in the case of a tax-exempt bond issued by a non-governmental user, where the tax-exempt bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. For each Portfolio, all percentage limitations (except the limitation to borrowings) on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions expressly identified as fundamental, or to the extent designated as such in the Prospectus with respect to a Portfolio, the other investment policies described in this SAI or in the Prospectus are not fundamental and may be changed by approval of the Trustees without shareholder approval.
Non-Fundamental Investment Restrictions
In addition, it is contrary to the present policies of the Equity 500 Index II Portfolio and Global Equity Ex-U.S. Index Portfolio to invest in securitized instruments (including asset-backed securities, mortgage-backed securities, or asset-backed commercial paper) nor sweep excess cash into any non-governmental money market fund.
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Names Rule Policy
To the extent a Portfolio is subject to Rule 35d-1 under the 1940 Act, the Portfolio has an investment policy, described in the Portfolios prospectus, to, under normal circumstances, invest at least 80% of its assets in the particular types of investments suggested by the Portfolios name (a Name Policy). Assets for the purposes of a Name Policy are net assets plus the amount of any borrowings for investment purposes. The percentage limitation applies at the time of purchase of an investment. A Portfolios Name Policy may be changed by the Board of Trustees of the Trust without shareholder approval. However, to the extent required by SEC regulations, shareholders will be provided with at least sixty (60) days notice prior to any change in a Portfolios Name Policy.
Additional Information
Fundamental Investment Restrictions (1) through (5), as numbered above limit a Portfolios ability to engage in certain investment practices and purchase securities or other instruments to the extent consistent with applicable law as that law changes from time to time. Applicable law includes the 1940 Act, the rules or regulations thereunder and applicable orders of the SEC as are currently in place. In addition, interpretations and guidance provided by the SEC staff may be taken into account, where deemed appropriate by a Portfolio, to determine if an investment practice or the purchase of securities or other instruments is permitted by applicable law. As such, the effects of these limitations will change as the statute, rules, regulations or orders (or, if applicable, interpretations) change, and no shareholder vote will be required or sought when such changes permit or require a resulting change in practice.
Disclosure of Portfolio Holdings
Introduction
The policies set forth below to be followed by State Street Bank and Trust Company (State Street) and SSGA FM (collectively, the Service Providers) for the disclosure of information about the portfolio holdings of the SSGA Funds, State Street Master Funds, and State Street Institutional Investment Trust (each, a Trust). These disclosure policies are intended to ensure compliance by the Service Providers and the Trust with applicable regulations of the federal securities laws, including the 1940 Act and the Investment Advisers Act of 1940, as amended. The Board of Trustees of the Trust must approve all material amendments to the policy.
General Policy
It is the policy of the Service Providers to protect the confidentiality of client holdings and prevent the selective disclosure of non-public information concerning the Trust.
No information concerning the portfolio holdings of the Trust may be disclosed to any party (including shareholders) except as provided below. The Service Providers are not permitted to receive compensation or other consideration in connection with disclosing information about a Portfolios portfolio to third parties. In order to address potential conflicts between the interest of Portfolio shareholders, on the one hand, and those of the Service Providers or any affiliated person of those entities or of the Portfolio, on the other hand, the Portfolios policies require that non-public disclosures of information regarding the Portfolios portfolio may be made only if there is a legitimate business purpose consistent with fiduciary duties to all shareholders of the Portfolio.
The Board of Trustees of the Trust exercises continuing oversight over the disclosure of each Portfolios holdings by (i) overseeing the implementation and enforcement of the portfolio holding disclosure policy, Codes of Ethics and other relevant policies of each Portfolio and its Service Providers by the Trusts Chief Compliance Officer (CCO) and (2) considering reports and recommendations by the Trusts CCO concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act). The Board reserves the right to amend the policy at any time without prior notice in its sole discretion.
Publicly Available Information. Any party may disclose portfolio holdings information after the holdings are publicly available.
Disclosure of the complete holdings of each Portfolio is required to be made quarterly within 60 days of the end of the Portfolios fiscal quarter in the Annual Report and Semi-Annual Report to Portfolio shareholders and in the quarterly holdings report on Form N-Q (filed after the first and third fiscal quarters). These reports are available, free of charge, on the EDGAR database on the SECs website at www.sec.gov . Each Portfolio will also make complete portfolio holdings available generally no later than 60 calendar days after the end of the Portfolios fiscal quarter or subsequent to periodic portfolio holdings disclosure in the Portfolios filings with the SEC or on their website.
For Money Market Portfolio: The Money Market Portfolio generally will post on its feeder funds website a full list of its portfolio holdings each Friday reflecting the portfolio holdings of the fund on the immediately preceding Wednesday. Additionally, the Money Market Portfolio will also post a full list of its portfolio holdings on its feeder funds website no later than
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the fifth business day of each month, reflecting its portfolio holdings as of the last business day of the previous month. Such monthly posting shall contain such information as required by Rule 2a-7(h)(10) under the 1940 Act and remain posted on the website for not less than six months.
Information about each Portfolios 10 largest holdings generally is posted on its corresponding feeder funds website at www.ssga.com/cash/us.html for the feeder fund of the Money Market Portfolio and SSGAFunds.com for the relevant feeder fund of the Index Portfolios within 30 days following the end of each month.
Press Interviews Brokers and Other Discussions
Portfolio managers and other senior officers or spokespersons of the Service Providers or the Trust may disclose or confirm the ownership of any individual portfolio holding position to reporters, brokers, shareholders, consultants or other interested persons only if such information has been previously publicly disclosed in accordance with these disclosure policies. For example, a portfolio manager discussing the Trust may indicate that he owns XYZ Company for the Trust only if the Trusts ownership of such company has previously been publicly disclosed.
Trading Desk Reports
State Street Global Advisors (SSGA) trading desk may periodically distribute lists of investments held by its clients (including the Trust) for general analytical research purposes. In no case may such lists identify individual clients or individual client position sizes. Furthermore, in the case of equity securities, such lists shall not show aggregate client position sizes.
Miscellaneous
Confidentiality Agreement . No non-public disclosure of the Trusts portfolio holdings will be made to any party unless such party has signed a written Confidentiality Agreement. For purposes of the disclosure policies, any Confidentiality Agreement must be in a form and substance acceptable to, and approved by, the Trusts officers.
Evaluation Service Providers. There are numerous mutual fund evaluation services (such as Morningstar, Inc. and Broadridge Financial Solutions, Inc., formerly Lipper, Inc.) and due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds in order to monitor and report on various attributes. These services and departments then distribute the results of their analysis to the public, paid subscribers and/or in-house brokers. In order to facilitate the review of the Trust by these services and departments, the Trust may distribute (or authorize the Service Providers and the Trusts custodian or fund accountants to distribute) month-end portfolio holdings to such services and departments only if such entity has executed a confidentiality agreement.
Additional Restrictions . Notwithstanding anything herein to the contrary, the Trusts Board of Trustees, State Street and SSGA FM may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio information beyond those found in these disclosure policies.
Waivers of Restrictions. These disclosure policies may not be waived, or exceptions made, without the consent of the Trusts officers. All waivers and exceptions involving the Trust will be disclosed to the Board of Trustees of the Trust no later than its next regularly scheduled quarterly meeting.
Disclosures Required by Law . Nothing contained herein is intended to prevent the disclosure of portfolio holdings information as may be required by applicable law. For example, SSGA FM, State Street, the Trust or any of its affiliates or service providers may file any report required by applicable law (such as Schedules 13D, 13G and 13F or Form N-MFP), respond to requests from regulators and comply with valid subpoenas.
The Board of Trustees is responsible for overseeing generally the management, activities and affairs of the Portfolios and has approved contracts with various organizations to provide, among other services, day-to-day management required by the Trust (see the section called Investment Advisory and Other Services). The Board has engaged the Adviser to manage the Portfolios on a day-to day basis. The Board is responsible for overseeing the Adviser and other service providers in the operation of the Trust in accordance with the provisions of the 1940 Act, applicable Massachusetts law and regulation, other applicable laws and regulations, and the Amended and Restated Declaration of Trust. The Trustees listed below are also Trustees of the SSGA Funds, the State Street Master Funds and the State Street Navigator Securities Lending Trust (the Navigator Trust) and their respective series. Except for Messrs. Holland and Taber, the Trustees listed below are also Trustees of Elfun Diversified Fund, Elfun Government Money Market Fund,
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Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts (collectively, the Elfun Funds). The following table provides information with respect to each Trustee, including those Trustees who are not considered to be interested as that term is defined in the 1940 Act (the Independent Trustees), and each officer of the Trusts.
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN
BY TRUSTEE
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INDEPENDENT TRUSTEES |
||||||||||
Michael F. Holland c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1944 |
Trustee and Co-Chairman of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). |
60 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc. (2007-2017); Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loans (and Real Estate) Funds. | |||||
Patrick J. Riley c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chairman of the Board |
Term: Indefinite Elected: 1/14 |
2002 to May 2010, Associate Justice of the Superior Court, Commonwealth of Massachusetts; 1985 to 2002, Partner, Riley, Burke & Donahue, L.L.P. (law firm); 1998 to Present, Independent Director, State Street Global Advisers Ireland, Ltd. (investment company); 1998 to Present, Independent Director, SSGA Liquidity plc (formerly, SSGA Cash Management Fund plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | 66 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). | |||||
William L. Marshall c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1942 |
Trustee and Co-Chairman of the Audit Committee |
Term: Indefinite Elected: 1/14 |
July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, Chairman (until April 2011, Chief Executive Officer and President), | 66 |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN
BY TRUSTEE
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association. |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN
BY TRUSTEE
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Richard D. Shirk c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1945 |
Trustee and Co-Chairman of the Qualified Legal and Compliance Committee |
Term: Indefinite Elected: 1/14 |
March 2001 to April 2002, Chairman (1996 to March 2001, President and Chief Executive Officer), Cerulean Companies, Inc. (holding company) (Retired); 1992 to March 2001, President and Chief Executive Officer, Blue Cross Blue Shield of Georgia (health insurer, managed healthcare). | 66 | 1998 to December 2008, Chairman, Board Member and December 2008 to Present, Investment Committee Member, Healthcare Georgia Foundation (private foundation); September 2002 to 2012, Lead Director and Board Member, Amerigroup Corp. (managed health care); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, Gettysburg College; Board member, Aerocare Holdings, Regenesis Biomedical Inc. | |||||
Rina K. Spence c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chair of the Qualified Legal and Compliance Committee and Co-Chair of the Governance Committee |
Term: Indefinite Elected: 7/99 |
President of SpenceCare International LLC (international healthcare consulting) (1999 present); Chief Executive Officer, IEmily.com (health internet company) (2000 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998 1999); Founder, President and Chief Executive Officer of Spence Center for Womens Health (1994 1998); President and CEO, Emerson Hospital (1984 1994); Honorary Consul for Monaco in Boston (2015 present). |
66 |
Trustee, Eastern Enterprise (utilities) (1988 2000); Director, Berkshire Life Insurance Company of America (1993 2009). |
31
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN
BY TRUSTEE
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Bruce D. Taber c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1943 |
Trustee and Co-Chairman of the Valuation Committee and Co- Chairman of the Governance Committee | Term: Indefinite Elected: 1/14 |
Retired; 1999 to 2016, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). |
60 | ||||||
Douglas T. Williams c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1940 |
Trustee and Co-Chairman of the Audit Committee |
Term: Indefinite Elected: 7/99 |
Retired Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 - 1999); President, Boston Stock Exchange Depository Trust Company, 1981-1982; Treasurer, Nantucket Educational Trust, (2002-2007); Executive Vice President and Global Head of Technology and Operations, JP Morgan Chase (1994 to 1998). | 66 | ||||||
Michael A. Jessee c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairman of the Valuation Committee |
Term: Indefinite Appointed: 7/16 |
Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 2009); Trustee, Randolph-Macon College (2004 2016). | 66 |
32
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN
BY TRUSTEE
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INTERESTED TRUSTEE (1) |
||||||||||
James E. Ross SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Trustee |
Term: Indefinite Appointed: 2/07 |
Chairman and Director, SSGA Funds Management, Inc. (2005-present); Executive Vice President, State Street Global Advisors (2012-present); Chief Executive Officer and Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present); Director, State Street Global Markets, LLC (2013 - April 2017); President, SSGA Funds Management, Inc. (2005 2012); Principal, State Street Global Advisors (2000-2005). |
227 | SSGA SPDR ETFs Europe I plc (Director) (November 2016 present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 present). |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA FM, an affiliate of the Trust. |
| For the purpose of determining the number of portfolios overseen by the Trustees, Fund Complex comprises registered investment companies for which SSGA FM serves as investment adviser. |
33
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
OFFICERS: |
||||||
Ellen M. Needham SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
President | Term: Indefinite Elected: 10/12 | President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* | |||
Bruce S. Rosenberg SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1961 |
Treasurer | Term: Indefinite Elected: 2/16 | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 present); Director, Credit Suisse (April 2008 July 2015). | |||
Ann M. Carpenter SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1966 |
Vice President and Deputy Treasurer |
Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 |
Chief Operating Officer, SSGA Funds Management, Inc. (April 2005 present) *; Managing Director, State Street Global Advisors. (2005 present).* | |||
Chad C. Hallett SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Deputy Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 present); Vice President, State Street Bank and Trust Company (2001 November 2014).* | |||
Darlene Anderson-Vasquez SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1968 |
Deputy Treasurer |
Term: Indefinite Elected: 11/16 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 present); Senior Vice President, John Hancock Investments (September 2007 May 2016). | |||
Arthur A. Jensen SSGA Funds Management, Inc. 1600 Summer Street Stamford, CT 06905 YOB: 1966 |
Deputy Treasurer |
Term: Indefinite Elected: 11/16 |
Vice President at State Street Global Advisors (July 2016 present); Deputy Treasurer of Elfun Funds (July 2016 present); Treasurer of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds (June 2011 present); Treasurer of Elfun Funds (June 2011 July 2016); Mutual Funds Controller of GE Asset Management Incorporated (April 2011 July 2016). |
34
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
Sujata Upreti SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1974 |
Assistant Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 present); Assistant Director, Cambridge Associates, LLC (July 2014 January 2015); Vice President, Bank of New York Mellon (July 2012 August 2013); Manager, PricewaterhouseCoopers, LLP (September 2003 July 2012). | |||
Daniel Foley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1972 |
Assistant Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 present).* | |||
Daniel G. Plourde SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1980 |
Assistant Treasurer |
Term: Indefinite Elected: 5/17 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 present); Officer, State Street Bank and Trust Company (March 2009 May 2015). | |||
Brian Harris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1973 |
Chief Compliance Officer, Anti-Money Laundering Officer and Code of Ethics Compliance Officer |
Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (2013Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (September 2010 May 2013). | |||
Joshua A. Weinberg SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1978 |
Chief Legal Officer |
Term: Indefinite Elected: 2/15 |
Managing Director and Managing Counsel, State Street Global Advisors (2011 present)*; Clerk, SSGA Funds Management, Inc. (2013 present); Associate, Financial Services Group, Dechert LLP (2005 2011). | |||
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7 th Floor Boston, MA 02111-2900 YOB: 1976 |
Secretary |
Term: Indefinite Elected: 9/16 |
Vice President and Managing Counsel, State Street Bank and Trust Company (2013 present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007-2013). | |||
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7 th Floor Boston, MA 02111-2900 YOB: 1983 |
Assistant Secretary |
Term: Indefinite Elected: 5/16 |
Vice President and Counsel, State Street Bank and Trust Company (2015- present); Regulatory Advisor, JPMorgan (2014 2015); Claims Case Manager, Liberty Mutual Insurance (2012 2014); Contract Attorney, Various Law Firms (2011 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
35
The By-Laws of the Trust provide that the Trust shall indemnify each person who is or was a Trustee of the Trust against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings if the person in good faith and reasonably believes that his or her conduct was in the Trusts best interest. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.
Summary of Trustees Qualifications
Following is a summary of the experience, attributes and skills which qualify each Trustee to serve on the Trusts Board.
Michael F. Holland: Mr. Holland is an experienced business executive with over 47 years of experience in the financial services industry including 22 years as a portfolio manager of another registered mutual fund; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees and related Committees of State Street Institutional Investment Trust and State Street Master Funds for 18 years (since the trusts inception) and possesses significant experience regarding the operations and history of those trusts. He also serves as a Trustee of the Navigator Trust.
Rina K. Spence: Ms. Spence is an experienced business executive with over 37 years of experience in the health care industry; her experience includes service as a trustee, director or officer of various investment companies, charities and utility companies and chief executive positions for various health care companies. She has served on the Board of Trustees and related Committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the trusts inception) and possesses significant experience regarding the operations and history of those trusts. She also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Douglas T. Williams: Mr. Williams is an experienced business executive with over 44 years of experience in the banking industry; his experience includes service as a trustee or director of various investment companies and charities and senior executive positions of major bank organizations. He has served on the Board of Trustees and related Committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the trusts inception) and possesses significant experience regarding the operations and history of those trusts. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
James E. Ross: Mr. Ross is an experienced business executive with over 28 years of experience in the financial services industry; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees of the State Street Institutional Investment Trust and the State Street Master Funds for 11 years and as President of the trusts for over 11 years and possesses significant experience regarding the trusts operations and history. He also serves as a Trustee of the Navigator Trust, the Elfun Funds and additional trusts that include series for which SSGA FM serves as investment adviser. Mr. Ross is also a senior executive officer of State Street Global Advisors and Chief Executive Officer of State Street Global Advisors Funds Distributors, LLC. Mr. Ross is also on the Board of Governors of the Investment Company Institute.
William L. Marshall: Mr. Marshall is an experienced business executive with over 48 years of experience in the financial services industry; his experience includes service as an advisor trustee or officer of various investment companies and charities. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 41 years of experience in the legal and financial services industries; his experience includes service as a trustee or director of various investment companies and Associate Justice of the Superior Court of the Commonwealth of Massachusetts. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 49 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 44 years of experience in the power generation, technology and engineering industries; his experience includes service as a trustee or director of various investment companies. He has served on the Board of Trustees and related Committees of SSGA Funds for 26 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust.
36
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the banking industry. He previously served as President and Chief Executive Officer of the Federal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on the Navigator Trusts Board of Trustees and related committees for 22 years and possesses significant experience regarding the Trusts operations and history. He also serves as a Trustee of the Elfun Funds.
References to the experience, attributes and skills of Trustees above are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Standing Committees
The Board of Trustees has established various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the Trust, and the Trusts shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board has created an Audit Committee, Governance Committee, Valuation Committee and Qualified Legal and Compliance Committee.
The Audit Committee is composed of all of the Independent Trustees. The Audit Committee meets twice a year, or more often as required, in conjunction with meetings of the Board of Trustees. The Audit Committee oversees and monitors the Trusts internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the independent accountants for the Trust. The Audit Committee is responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of the independent accountants, including non-audit services performed. The Audit Committee reviews the qualifications of the independent accountants key personnel involved in the foregoing activities and monitors the independent accountants independence. During the fiscal year ended December 31, 2017, the Audit Committee held four meetings.
The Governance Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee, including the Nominating Committee (a sub-committee of the Governance Committee), is to review and evaluate the composition and performance of the Board; make nominations for membership on the Board and committees; review the responsibilities of each committee; and review governance procedures, compensation of Independent Trustees, and independence of outside counsel to the Trustees. The Nominating Committee will consider nominees to the Board recommended by shareholders. Recommendations should be submitted in accordance with the procedures set forth in the Nominating Committee Charter and should be submitted in writing to the Trust, to the attention of the Trusts Secretary, at the address of the principal executive offices of the Trust. Shareholder recommendations must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. The Governance Committee performs an annual self-evaluation of Board members. During the fiscal year ended December 31, 2017, the Governance Committee held two meetings.
The Valuation Committee is composed of all the Independent Trustees. The Valuation Committees primary purpose is to review the actions and recommendations of the Advisers Oversight Committee no less often than quarterly. The Trust has established procedures and guidelines for valuing portfolio securities and making fair value determinations from time to time through the Valuation Committee, with the assistance of the Oversight Committee, State Street and SSGA FM. During the fiscal year ended December 31, 2017, the Valuation Committee held four meetings.
The Qualified Legal and Compliance Committee (the QLCC) is composed of all the Independent Trustees. The primary functions of the QLCC are to receive quarterly reports from the Trusts CCO; to oversee generally the Trusts responses to regulatory inquiries; and to investigate matters referred to it by the Chief Legal Officer and make recommendations to the Board regarding the implementation of an appropriate response to evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Trust, its officers or the Trustees. During the fiscal year ended December 31, 2017, the QLCC held four meetings.
Leadership Structure and Risk Management Oversight
The Board has chosen to select different individuals as Co-Chairpersons of the Board of the Trust and as President of the Trust. Currently, Mr. Holland and Mr. Riley, both Independent Trustees, serve as Co-Chairpersons of the Board, Mr. Marshall and Mr. Williams serve as Co-Chairpersons of the Audit Committee, Mr. Shirk and Ms. Spence serve as Co-Chairpersons of the QLCC, Mr. Jessee and Mr. Taber serve as Co-Chairpersons of the Valuation Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee.
37
Mr. Ross, who is also an employee of the Adviser, serve as Trustee of the Trust and Ellen Needham, who is also an employee of the Adviser, serves as President of the Trust. The Board believes that this leadership structure is appropriate, since Mr. Ross and Ms. Needham provide the Board with insight regarding the Trusts day-to-day management, while Mr. Holland and Mr. Riley provide an independent perspective on the Trusts overall operation and Mr. Marshall and Mr. Williams provide a specialized perspective on audit matters.
The Board has delegated management of the Trust to service providers who are responsible for the day-to-day management of risks applicable to the Trust. The Board oversees risk management for the Trust in several ways. The Board receives regular reports from both the CCO and administrator for the Trust, detailing the results of the Trusts compliance with its Board-adopted policies and procedures, the investment policies and limitations of the Portfolios, and applicable provisions of the federal securities laws and the Code. As needed, the Adviser discusses management issues regarding the Trust with the Board, soliciting the Boards input on many aspects of management, including potential risks to the Portfolios. The Boards Audit Committee also receives reports on various aspects of risk that might affect the Trust and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to the Independent Trustees, the independent registered public accounting firm, counsel to the Trust, the CCO and representatives of management, as needed. Through these regular reports and interactions, the Board oversees the risk management parameters for the Trust, which are effected on a day-to-day basis by service providers to the Trust.
Trustee Ownership of Securities of the Trust, Adviser and Distributor
As of December 31, 2017, none of the Independent Trustees or their immediate family members had any ownership of securities of the Adviser or State Street Global Advisors Funds Distributors, LLC (SSGA FD), the Trusts distributor, or any person directly or indirectly controlling, controlled by or under common control with the Adviser or SSGA FD.
The following table sets forth information describing the dollar range of the Trusts equity securities beneficially owned by each Trustee as of December 31, 2017.
Name of Independent Trustee |
Dollar Range Of Equity Securities In The Portfolios |
Aggregate Dollar Range
Of Equity Securities In All Registered Investment Companies Overseen By Trustees In Family of Investment Companies |
||||
Michael F. Holland |
None | None | ||||
William L. Marshall |
None | Over $100,000 | ||||
Patrick J. Riley |
None | Over $100,000 | ||||
Richard D. Shirk |
None | Over $100,000 | ||||
Rina K. Spence |
None | None | ||||
Bruce D. Taber |
None | Over $100,000 | ||||
Douglas T. Williams |
None | None | ||||
Michael A. Jessee |
None | None | ||||
Name of Interested Trustee |
||||||
James E. Ross |
None | Over $100,000 |
Trustee Compensation
As of July 1, 2016, except as noted below, each Independent Trustee receives for his or her services to the State Street Master Funds, the State Street Institutional Investment Trust, the SSGA Funds, the Elfun Funds and the Navigator Trust, a $170,000 annual base retainer in addition to $22,500 for each in-person meeting $6,000 for each special in-person meeting and $2,500 for each telephonic meeting from the Trusts. The Trust pays a fixed allocation of $18,000 per Fund. The Co-Chairmen receive an additional $50,000 annual retainer. The annual base retainer payable to Mr. Holland and to Mr. Taber is $164,000, and the annual Co-Chairmen retainer payable to Mr. Holland is $49,000 in light of the fact that neither Mr. Holland nor Mr. Taber serves as a member of the Board of Trustees of the Elfun Funds. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance. As of the date of this SAI, the Trustees were not paid pension or retirement benefits as part of the Trusts expenses.
The Trusts officers are compensated by the Adviser and its affiliates.
38
The following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2017:
AGGREGATE
COMPENSATION FROM THE TRUST |
PENSION OR
RETIREMENT BENEFITS ACCRUED AS PART OF TRUST EXPENSES |
ESTIMATED
ANNUAL BENEFITS UPON RETIREMENT |
TOTAL
COMPENSATION FROM TRUST & FUND COMPLEX PAID TO TRUSTEES |
|||||||||||||
NAME OF INDEPENDENT TRUSTEE |
|
|||||||||||||||
William L. Boyan 1 |
$ | 35,639 | $ | 0 | $ | 0 | $ | 47,194 | ||||||||
Michael F. Holland |
$ | 286,743 | $ | 0 | $ | 0 | $ | 336,500 | ||||||||
William L. Marshall |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Patrick J. Riley |
$ | 271,585 | $ | 0 | $ | 0 | $ | 343,500 | ||||||||
Richard D. Shirk |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Rina K. Spence |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Bruce D. Taber |
$ | 245,705 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Douglas T. Williams |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Michael A. Jessee |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
NAME OF INTERESTED TRUSTEE |
|
|||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
1 | Mr. Boyan served as a Trustee until February 2017. |
The Trust has adopted proxy voting procedures pursuant to which the Trust delegates the responsibility for voting proxies relating to portfolio securities held by the Portfolios to the Adviser, as part of the Advisers general management of the Portfolios, subject to the Boards continuing oversight. A copy of the Trusts proxy voting procedures is located in Appendix B and a copy of the Advisers proxy voting procedures is located in Appendix C.
Shareholders may receive information regarding how the Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 (i) by calling (877) 521-4083 or (ii) on the SECs website at www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 2, 2018, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of each class (if applicable) of each Portfolio.
Persons or organizations owning more than 25% of the voting shares of a Portfolio may be presumed to control (as that term is defined in the 1940 Act) a Portfolio. As a result, these persons or organizations could have the ability to approve or reject those matters submitted to the shareholders of such Portfolio for their approval.
As of April 2, 2018, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 25% or more of the outstanding shares of a Portfolio.
Name and Address |
Percentage | |||
State Street Equity 500 Index II Portfolio |
||||
State Street Equity 500 Index Fund One Iron Street Boston, MA 02210 |
31.02 | % | ||
State Street Aggregate Bond Index Portfolio |
||||
State Street Target Retirement 2020 Fund One Iron Street Boston, MA 02210 |
26.63 | % | ||
State Street Disciplined Global Equity Portfolio |
||||
State Street Disciplined Global Equity Fund One Iron Street Boston, MA 02210 |
100 | % |
39
As of April 2, 2018, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 5% or more of the outstanding shares of a Portfolio.
Name and Address |
Percentage | |||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2020 Fund One Iron Street Boston, MA 02210 |
8.55 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
11.83 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2030 Fund One Iron Street Boston, MA 02210 |
12.62 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
11.00 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2040 Fund One Iron Street Boston, MA 02210 |
9.10 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2045 Fund One Iron Street Boston, MA 02210 |
6.41 | % | ||
State Street Aggregate Bond Index Portfolio |
||||
State Street Aggregate Bond Index Fund One Iron Street Boston, MA 02210 |
14.53 | % | ||
State Street Target Retirement 2015 Fund One Iron Street Boston, MA 02210 |
7.62 | % | ||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
18.30 | % | ||
State Street Target Retirement 2030 Fund One Lincoln Street Boston, MA 02111 |
14.44 | % | ||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
9.57 | % | ||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Global Equity ex-US Index Fund One Iron Street Boston, MA02210 |
24.05 | % | ||
State Street Target Retirement 2020 Fund One Iron Street Boston, MA 02210 |
7.79 | % |
40
Name and Address |
Percentage | |||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
11.78 | % | ||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Target Retirement 2030 Fund One Iron Street Boston, MA 02210 |
13.31 | % | ||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
12.06 | % | ||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Target Retirement 2040 Fund One Iron Street Boston, MA 02210 |
10.43 | % | ||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Target Retirement 2045 Fund One Iron Street Boston, MA 02210 |
7.67 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2020 Fund One Iron Street Boston, MA 02210 |
7.91 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
12.89 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2030 Fund One Iron Street Boston, MA 02210 |
16.18 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
16.07 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2040 Fund One Iron Street Boston, MA 02210 |
15.44 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2045 Fund One Iron Street Boston, MA 02210 |
12.46 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2050 Fund One Iron Street Boston, MA 02210 |
8.13 | % |
Investment Advisory Agreement
SSGA FM is responsible for the investment management of the Portfolios pursuant to the Amended and Restated Investment Advisory Agreement dated November 17, 2015, as amended from time to time (the Advisory Agreement), by and between the Adviser and the Trust. The Adviser is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation, a publicly held financial holding company. State Street is a wholly-owned subsidiary of State Street Corporation.
41
The Portfolios do not pay an advisory fee to SSGA FM.
The Advisory Agreement will continue from year to year provided that such continuance is specifically approved at least annually by (a) the Trustees or by the vote of a majority of the outstanding voting securities of a Portfolio, and (b) vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated by the Adviser or the Trust without penalty upon sixty days notice and will terminate automatically upon its assignment.
The Adviser and its affiliates may have deposit, loan and other commercial banking relationships with the issuers of obligations that may be purchased on behalf of the Portfolios, including outstanding loans to such issuers that could be repaid in whole or in part with the proceeds of securities so purchased. Such affiliates deal, trade and invest for their own accounts in such obligations and are among the leading dealers of various types of such obligations. The Adviser has informed the Portfolios that, in making its investment decisions, it will not obtain or use material non-public information in its possession or in the possession of any of its affiliates. In making investment recommendations for a Portfolio, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Portfolio is a customer of the Adviser, its parent or its subsidiaries or affiliates and, in dealing with its customers, the Adviser, its parent, subsidiaries and affiliates will not inquire or take into consideration whether securities of such customers were held by any portfolio managed by the Adviser or any such affiliate.
In certain instances there may be securities that are suitable for a Portfolio as well as for one or more of the Advisers other clients. Investment decisions for the Trust and for the Advisers other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. The Trust recognizes that in some cases this system could have a detrimental effect on the price or volume of the security as far as a Portfolio is concerned. However, it is believed that the ability of each Portfolio to participate in volume transactions will produce better executions for the Portfolios.
Total Annual Fund Operating Expense Waivers . The Adviser has contractually agreed with the Trust, through April 30, 2019 (i) to waive up to the full amount of the advisory fee, if any, payable by a Portfolio, and/or (ii) to reimburse a Portfolio for expenses to the extent that Total Annual Fund Operating Expenses (subject to certain exclusions as described in each Portfolios Prospectus) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Portfolios:
Fund |
Expense
Limitation |
|||
Equity 500 Index II Portfolio |
0.03 | % | ||
Aggregate Bond Index Portfolio |
0.04 | % | ||
Global Equity ex-U.S. Index Portfolio |
0.08 | % | ||
Small/Mid Cap Equity Index Portfolio |
0.03 | % |
Administrator, Sub-Administrator, Custodian and Transfer Agent
SSGA FM serves as the administrator for the Portfolios pursuant to an Amended and Restated Administration Agreement. Under the Amended and Restated Administration Agreement, SSGA FM is obligated to continuously provide business management services to the Trust and the Portfolios and will generally, subject to the general oversight of the Trustees and except as otherwise provided in the Amended and Restated Administration Agreement, manage all of the business and affairs of the Trust.
Prior to June 1, 2015, State Street served as the administrator for the Equity 500 Index II Portfolio, Aggregate Bond Index Portfolio and Global Equity ex-U.S. Index Portfolio pursuant to an Administration Agreement between the Trust and State Street.
State Street serves as the sub-administrator to each series of the Trust, pursuant to a Sub-Administration Agreement dated June 1, 2015 (the Sub-Administration Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust and the Portfolios. State Street is a wholly-owned subsidiary of State Street Corporation, a publicly held financial holding company, and is affiliated with the Adviser. State Streets mailing address is One Iron Street, Boston, MA 02210.
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State Street serves as custodian and fund accountant for the Portfolios pursuant to a Custody Agreement and holds the Portfolios assets.
State Street serves as transfer agent to the Portfolios.
A fee is paid by each Portfolio for the administration, sub-administration, custody and transfer agency services SSGA FM and State Street provide. The annual fee is accrued daily and payable monthly at the following fee rate:
PORTFOLIOS |
ANNUAL PERCENTAGE OF
AVERAGE DAILY NET ASSETS |
|||
Average Assets Break Point: |
||||
First $400 Million |
0.03 | % | ||
Next $15 billion |
0.02 | % | ||
Thereafter |
0.01 | % | ||
Minimum per Portfolio |
$ | 150,000 |
The minimum fee will be calculated by multiplying the minimum per fund fee by the number of portfolios within the Trust to arrive at the total minimum fee. The greater of the asset based fee or the minimum fee will be charged to the portfolios. SSGA FM and State Street each receive a portion of the fee.
The administration fees paid to SSGA FM as the administrator for the period from June 1, 2015 to December 31, 2015 and the fiscal years ended December 31, 2016 and December 31, 2017 are set forth in the table below:
Portfolio |
Fiscal period
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Equity 500 Index II Portfolio |
$ | 883 | $ | 2,666 | $ | 5,785 | ||||||
Aggregate Bond Index Portfolio |
$ | 131 | $ | 466 | $ | 1,400 | ||||||
Global Equity ex-U.S. Index Portfolio |
$ | 172 | $ | 949 | $ | 3,470 | ||||||
Small/Mid Cap Equity Index Portfolio (1) |
$ | 32 | $ | 247 | $ | 954 |
(1) | Commencement of Operations August 11, 2015. |
The administration fees paid to State Street as the administrator for the Equity 500 Index II Portfolio, Aggregate Bond Index Portfolio and Global Equity ex-U.S. Index Portfolio for the period from January 1, 2015 to May 31, 2015 are set forth in the table below:
Portfolio |
Fiscal period
ended December 31, 2015 |
|||
Equity 500 Index II Portfolio |
$ | 24,240 | ||
Aggregate Bond Index Portfolio |
$ | 3,823 | ||
Global Equity ex-U.S. Index Portfolio |
$ | 3,823 |
The administration fees paid by the Cash Portfolios have been omitted because the Portfolios had not commenced investment operations as of December 31, 2017.
The sub-administration, custodian and transfer agency fees paid to State Street for the last three fiscal years are set forth in the table below.
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Portfolio |
Fiscal year
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Equity 500 Index II Portfolio |
$ | 65,433 | $ | 104,064 | $ | 221,594 | ||||||
Aggregate Bond Index Portfolio |
$ | 12,871 | $ | 18,175 | $ | 53,670 | ||||||
Global Equity ex-U.S. Index Portfolio |
$ | 313,588 | $ | 513,066 | $ | 355,582 | ||||||
Small/Mid Cap Equity Index Portfolio (1) |
$ | 2,156 | $ | 13,338 | $ | 36,574 |
(1) | Commencement of Operations August 11, 2015. |
The sub-administration, custodian and transfer agency paid by the Cash Portfolios have been omitted because the Portfolios had not commenced investment operations as of December 31, 2017.
Securities Lending
The Portfolios Board has approved each Portfolios participation in a securities lending program. Under the securities lending program, each Portfolio has retained State Street to serve as the securities lending agent.
For the fiscal year ended December 31, 2017, the income earned by each Portfolio as well as the fees and/or compensation paid by each Portfolio (in dollars) pursuant to the Master Amended and Restated Securities Lending Authorization Agreement among SSGA Funds, State Street Institutional Investment Trust, and State Street Master Funds, each on behalf of its respective series, and State Street (the Securities Lending Authorization Agreement) were as follows:
Fees
and/or
compensation
paid
by
the
Portfolio
for
securities
lending
activities
and
related
services |
||||||||||||||||||||||||||||||||||||
Gross
income earned by the Portfolio from securities lending activities |
Fees paid
to State Street from a revenue split |
Fees paid for
any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split |
Administrative
fees not included in a revenue split |
Indemnification
fees not included in a revenue split |
Rebate
(paid to borrower) |
Other
fees not included in a revenue split |
Aggregate
fees/ compensation paid by the Portfolio for securities lending activities |
Net income
from securities lending activities |
||||||||||||||||||||||||||||
State Street Equity 500 Index II Portfolio |
$ | 44,962 | $ | 6,434 | $ | 174 | $ | 0 | $ | 0 | $ | 1,901 | $ | 0 | $ | 8,509 | $ | 36,453 | ||||||||||||||||||
State Street Global Equity ex-U.S. Index Portfolio |
$ | 231.871 | $ | 29,646 | $ | 2,175 | $ | 0 | $ | 0 | $ | 32,079 | $ | 0 | $ | 63,900 | $ | 167,971 | ||||||||||||||||||
State Street Small/Mid Cap Equity Index Portfolio |
$ | 216,364 | $ | 31,206 | $ | 1,030 | $ | 0 | $ | 0 | $ | 7,295 | $ | 0 | $ | 39,531 | $ | 176.,834 |
For the fiscal year ended December 31, 2017, State Street, acting as agent of the Portfolios, provided the following services to the Portfolios in connection with the Portfolios securities lending activities: (i) locating borrowers among an approved list of prospective borrowers; (ii) monitoring applicable minimum spread requirements, lending limits and the value of the loaned securities and collateral received; (iii) seeking additional collateral, as necessary, from borrowers; (iv) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated by the Portfolios; (v) returning collateral to borrowers; (vi) facilitating substitute dividend, interest, and other distribution payments to the Portfolios from borrowers; (vii) negotiating the terms of each loan of securities, including but not limited to the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with the requirements of the Portfolios Securities Lending Authorization Agreement; (viii) selecting securities, including amounts (percentages), to be loaned; (ix) recordkeeping and accounting servicing; and (x) arranging for return of loaned securities to the Portfolios in accordance with the terms of the Securities Lending Authorization Agreement.
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Codes of Ethics
The Trust, the Adviser, and SSGA FD have each adopted a code of ethics (together, the Codes of Ethics) as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser and SSGA FD from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Portfolios (which may also be held by persons subject to the Codes of Ethics). The Codes of Ethics permit personnel, subject to the Codes of Ethics and their provisions and subject to certain limitations, to invest in securities for their personal investment accounts, including securities that may be purchased or held by the Trust, Adviser, State Street or SSGA FD.
Distributor
SSGA FD (the Distributor) serves as the distributor of the Portfolios. SSGA FD is an indirect wholly-owned subsidiary of State Street Corporation. SSGA FDs mailing address is One Iron Street, Boston, MA 02210. Prior to May 1, 2017, State Street Global Advisors Funds Distributors, LLC was known as State Street Global Markets, LLC.
Shareholder Servicing and Distribution Plans
Investments in the Portfolios are not subject to any sales load or redemption fee. Assets of the Portfolios are not subject to a Rule 12b-1 fee.
Counsel and Independent Registered Public Accounting Firm
Ropes & Gray LLP serves as counsel to the Trust. The principal business address of Ropes & Gray LLP is 800 Boylston Street, Boston, Massachusetts 02199. Joseph P. Barri LLC, located at 259 Robbins Street, Milton, Massachusetts 02186, serves as independent counsel to the Independent Trustees.
Ernst & Young LLP serves as the independent registered public accounting firm for the Trust and provides (i) audit services and (ii) tax services. In connection with the audit of the 2017 financial statements, the Trust entered into an engagement agreement with Ernst & Young LLP that sets forth the terms of Ernst & Young LLPs audit engagement. The principal business address of Ernst & Young LLP is 200 Clarendon Street, Boston, Massachusetts 02116.
The following persons serve as the portfolio managers of the Portfolios (other than the Money Market Portfolio) as of the date of this SAI. The following table lists the number and types of accounts managed by each individual and assets under management in those accounts as of December 31, 2017:
Portfolio Manager |
Registered
Investment Company Accounts |
Assets
Managed (billions)* |
Other
Pooled Investment Vehicle Accounts |
Assets
Managed (billions) |
Other
Accounts |
Assets
Managed (billions)* |
Total
Assets Managed (billions) |
|||||||||||||||||||||
Michael Feehily |
135 | $ | 552.16 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,193.49 | |||||||||||||||||
Karl Schneider |
135 | $ | 552.16 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,193.49 | |||||||||||||||||
Payal Gupta |
135 | $ | 552.16 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,193.49 | |||||||||||||||||
Ted Janowsky |
135 | $ | 552.16 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,193.49 | |||||||||||||||||
Amy Scofield |
135 | $ | 552.16 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,193.49 | |||||||||||||||||
Marc DiCosimo |
30 | $ | 59.01 | 106 | $ | 63.82 | 155 | $ | 63.11 | $ | 185.94 | |||||||||||||||||
Joanna Madden |
30 | $ | 59.01 | 106 | $ | 63.82 | 155 | $ | 63.11 | $ | 185.94 | |||||||||||||||||
Jeff St. Peters |
13 | $ | 95.02 | 19 | $ | 91.10 | 82 | $ | 106.29 | $ | 292.41 | |||||||||||||||||
Todd Bean |
13 | $ | 95.02 | 19 | $ | 91.10 | 82 | $ | 106.29 | $ | 292.41 | |||||||||||||||||
Sean Lussier |
13 | $ | 95.02 | 19 | $ | 91.10 | 82 | $ | 106.29 | $ | 292.41 |
* | There are no performance-based fees associated with these accounts. |
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The portfolio managers do not beneficially own any shares of any Portfolio as of December 31, 2017. A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Portfolios. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio managers execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio.
A potential conflict of interest may arise as a result of the portfolio managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio manager may also manage accounts whose objectives and policies differ from that of the Portfolios. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.
A potential conflict may arise when the portfolio manager is responsible for accounts that have different advisory fees. The difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to be a fair and equitable allocation.
SSGAs culture is complemented and reinforced by a total rewards strategy that is based on a pay for performance philosophy which seeks to offer a competitive pay mix of base salary, benefits, cash incentives and deferred compensation.
Salary is based on a number of factors, including external benchmarking data and market trends, State Street performance, SSGA performance, and individual overall performance. SSGAs Global Human Resources department regularly participates in compensation surveys in order to provide SSGA with market-based compensation information that helps support individual pay decisions.
Additionally, subject to State Street and SSGA business results, State Street allocates an incentive pool to SSGA to reward its employees. The size of the incentive pool for most business units is based on the firms overall profitability and other factors, including performance against risk-related goals. For most SSGA investment teams, SSGA recognizes and rewards performance by linking annual incentive decisions for investment teams to the firms or business units profitability and business unit investment performance over a multi-year period.
Incentive pool funding for most active investment teams is driven in part by the post-tax investment performance of fund(s) managed by the team versus the return levels of the benchmark index(es) of the fund(s) on a one-, three- and, in some cases, five-year basis. For most active investment teams, a material portion of incentive compensation for senior staff is deferred over a four-year period into the SSGA Long-Term Incentive (SSGA LTI) program. For these teams, The SSGA LTI program indexes the performance of these deferred awards against the post-tax investment performance of fund(s) managed by the team. This is intended to align our investment teams compensation with client interests, both through annual incentive compensation awards and through the long-term value of deferred awards in the SSGA LTI program.
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For the passive equity investment team, incentive pool funding is driven in part by the post-tax 1 and 3-year tracking error of the funds managed by the team against the benchmark indexes of the funds.
The discretionary allocation of the incentive pool to the business units within SSGA is influenced by market-based compensation data, as well as the overall performance of each business unit. Individual compensation decisions are made by the employees manager, in conjunction with the senior management of the employees business unit. These decisions are based on the overall performance of the employee and, as mentioned above, on the performance of the firm and business unit. Depending on the job level, a portion of the annual incentive may be awarded in deferred compensation, which may include cash and/or Deferred Stock Awards (State Street stock), which typically vest over a four-year period. This helps to retain staff and further aligns SSGA employees interests with SSGA clients and shareholders long-term interests.
SSGA recognizes and rewards outstanding performance by:
| Promoting employee ownership to connect employees directly to the companys success. |
| Using rewards to reinforce mission, vision, values and business strategy. |
| Seeking to recognize and preserve the firms unique culture and team orientation. |
| Providing all employees the opportunity to share in the success of SSGA. |
BROKERAGE ALLOCATION AND OTHER PRACTICES
Purchases and sales of securities on a securities exchange are effected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (including, for example, debt securities and money market investments) because a Portfolio pays a spread which is included in the cost of the security, and is the difference between the dealers cost and the cost to the Portfolio. When a Portfolio executes an over the counter order with an electronic communications network, an alternative trading system or a non-market maker, a commission is charged because there is no spread on the trade. Securities may be purchased from underwriters at prices that include underwriting fees.
The Portfolios investment advisory agreement authorizes the Adviser to place, in the name of a Portfolio, orders for the execution of the securities transactions in which the Portfolio is authorized to invest, provided the Adviser seeks the best overall terms for the transaction. In selecting brokers or dealers (including affiliates of the Adviser), the Adviser chooses the broker-dealer deemed most capable of providing the services necessary to obtain the most favorable execution (the most favorable cost or net proceeds reasonably obtainable under the circumstances). The full range of brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, brokerage and research services, underwriting, and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending on the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker-dealers. The Adviser does not currently use any Portfolios assets for soft-dollar arrangements. The Adviser does not presently participate in any soft dollar arrangements. It may aggregate trades with clients of State Street Global Advisors whose commission dollars are used to generate soft dollar credits for State Street Global Advisors. Although the Advisers clients commissions are not used for soft dollars, the Adviser and State Street Global Advisors clients may benefit from the soft dollar products/services received by State Street Global Advisors.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities.
The brokerage commissions paid by the Portfolios for the last three fiscal years are shown below:
Portfolio |
Fiscal year ended
December 31 2015 |
Fiscal year ended
December 31 2016 |
Fiscal year ended
December 31 2017 |
|||||||||
Equity 500 Index II Portfolio |
$ | 16,330 | $ | 40,301 | $ | 91,884 | ||||||
Aggregate Bond Index Portfolio |
| | | |||||||||
Global Equity ex-U.S. Index Portfolio |
$ | 29,029 | $ | 152,651 | $ | 310,966 | ||||||
Small/Mid Cap Equity Index Portfolio (1) |
$ | 3,738 | $ | 16,649 | $ | 52,601 |
(1) | Commencement of Operations August 11, 2015. |
47
The increase in brokerage commissions paid by the Equity 500 Index II Portfolio, Global Equity ex-U.S. Index Portfolio and Small/Mid Cap Equity Index Portfolio for the fiscal year ended December 31, 2017 as compared to the previous years was generally due to an increase in trading activity caused by an increase in assets during the year.
The brokerage commissions paid by the Cash Portfolios have been omitted because the Portfolios had not commenced investment operations as of December 31, 2017.
Securities of Regular Broker-Dealer. Each Portfolio is required to identify any securities of its regular brokers and dealers (as such term is defined in the 1940 Act) which it may hold at the close of its most recent fiscal year. Regular brokers or dealers of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trusts portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trusts shares.
Holdings in Securities of Regular Broker-Dealers as of December 31, 2017.
JPMorgan Chase & Co. |
$ | 40,540,554 | ||
Bank of America Corp. |
$ | 31,060,319 | ||
Citigroup, Inc. |
$ | 22,665,257 | ||
Goldman Sachs Group, Inc. |
$ | 12,591,961 | ||
Morgan Stanley |
$ | 11,249,580 | ||
Barclays Capital |
$ | 4,485,152 | ||
Credit Suisse |
$ | 5,470,324 | ||
Deutsche Bank Securities, Inc. |
$ | 3,477,678 | ||
Nomura Securities International, Inc. |
$ | 2,116,703 |
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services.
DECLARATION OF TRUST, CAPITAL STOCK AND OTHER INFORMATION
Capitalization
Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of each Portfolio. Upon liquidation or dissolution of a Portfolio, investors are entitled to share pro rata in the Portfolios net assets available for distribution to its investors. Investments in a Portfolio have no preference, preemptive, conversion or similar rights, except as determined by the Trustees or as set forth in the Bylaws, and are fully paid and non-assessable, except as set forth below.
Declaration of Trust
The Declaration of Trust of the Trust provides that the Trust may redeem shares of a Portfolio at the redemption price that would apply if the share redemption were initiated by a shareholder. It is the policy of the Trust that, except upon such conditions as may from time to time be set forth in the then current prospectus of the Trust or to facilitate the Trusts or a Portfolios compliance with applicable law or regulation, the Trust would not initiate a redemption of shares unless it were to determine that failing to do so may have a substantial adverse consequence for the Portfolio or the Trust.
The Trusts Declaration of Trust provides that a Trustee who is not an interested person (as defined in the 1940 Act) of the Trust will be deemed independent and disinterested with respect to any demand made in connection with a derivative action or proceeding. It is the policy of the Trust that it will not assert that provision to preclude a shareholder from claiming that a trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding; provided, however, that the foregoing policy will not prevent the Trust from asserting applicable law (including Section 2B of Chapter 182 of the Massachusetts General Laws) to preclude a shareholder from claiming that a trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding.
48
The Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of a Portfolio without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio.
Voting
Each investor is entitled to a vote in proportion to the number of Portfolio shares it owns. Shares do not have cumulative voting rights in the election of Trustees, and investors holding more than 50% of the aggregate outstanding shares in the Trust may elect all of the Trustees if they choose to do so. The Trust is not required and has no current intention to hold annual meetings of investors but the Trust will hold special meetings of shareholders when in the judgment of the Trustees it is necessary or desirable to submit matters for a shareholder vote.
Massachusetts Business Trust
Under Massachusetts law, shareholders in a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and provides for indemnification out of the property of the applicable series of the Trust for any loss to which the shareholder may become subject by reason of being or having been a shareholder of that series and for reimbursement of the shareholder for all expense arising from such liability. Thus the risk of a shareholder incurring financial loss on account of shareholder liability should be limited to circumstances in which the series would be unable to meet its obligations.
Pricing of shares of the Portfolios does not occur on New York Stock Exchange (NYSE) holidays. The NYSE is open for trading every weekday except for: (a) the following holidays: New Years Day, Martin Luther King, Jr.s Birthday, Washingtons Birthday (the third Monday in February), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas; and (b) the preceding Friday or the subsequent Monday when one of the calendar-determined holidays falls on a Saturday or Sunday, respectively. Purchases and withdrawals will be effected at the time of determination of NAV next following the receipt of any purchase or withdrawal order which is determined to be in good order.
The Portfolios securities will be valued pursuant to guidelines established by the Board of Trustees.
The following discussion of U.S. federal income tax consequences of an investment in the Portfolios is based on the Code, U.S. Treasury regulations, and other applicable authority, as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in the Portfolios. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisors regarding their particular situation and the possible application of foreign, state and local tax laws.
Special tax rules apply to investments through defined contribution plans and other tax-qualified plans or tax-advantaged arrangements. Shareholders should consult their tax advisers to determine the suitability of shares of a Portfolio as an investment through such plans and arrangements and the precise effect of an investment on their particular tax situations.
Qualification as a Regulated Investment Company
Each Portfolio has elected or intends to elect to be treated as a regulated investment company (RIC) under Subchapter M of the Code and intends each year to qualify and be eligible to be treated as such. In order to qualify for the special tax treatment accorded RICs and their shareholders, each Portfolio must, among other things, (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (ii) net income derived from interests in qualified publicly traded partnerships (as defined below); (b) diversify its holdings so that, at the end of each quarter of the Portfolios taxable year, (i) at least 50% of the value of the Portfolios total assets consists of cash and cash items, U.S. Government securities, securities of other RICs, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Portfolios total assets and no more than 10% of the outstanding voting securities of such issuer, and (ii) no more than 25% of its assets are invested, including through corporations in which the Portfolio owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. Government or other RICs) of any one issuer or of two or more issuers which the Portfolio controls and which are engaged in the
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same, similar or related trades and businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year.
In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in section (a)(i) of the preceding paragraph), will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes, because they meet the passive income requirement under Code section 7704(c)(2). Further, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.
For purposes of the diversification test in (b) above, the term outstanding voting securities of such issuer will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of a particular Portfolio investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to issuer identification for a particular type of investment may adversely affect a Portfolios ability to meet the diversification test in (b) above.
If a Portfolio qualifies as a RIC that is accorded special tax treatment, the Portfolio will not be subject to federal income tax on income or gains distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If a Portfolio were to fail to meet the income, diversification or distribution test described above, the Portfolio could in some cases cure such failure, including by paying a Portfolio-level tax, paying interest or disposing of certain assets. If such Portfolio were ineligible to or otherwise did not cure such failure for any year, or if such Portfolio were otherwise to fail to qualify as a RIC accorded special tax treatment in any taxable year, the Portfolio would be subject to tax at the Portfolio level on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net capital gains (each as defined below), would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided, in both cases, the shareholder meets certain holding period and other requirements in respect of a Portfolios shares (each as described below). In addition, a Portfolio could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment.
Each Portfolio intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and its net tax-exempt income (if any), and may distribute its net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any taxable income retained by a Portfolio will be subject to tax at the Portfolio level at regular corporate rates. If a Portfolio retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but is permitted to designate the retained amount as undistributed capital gain in a timely notice to its shareholders who (a) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (b) will be entitled to credit their proportionate shares of the tax paid by the Portfolio on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If a Portfolio makes this designation, for U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Portfolio will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders gross income under clause (a) of the preceding sentence and the tax deemed paid by the shareholder under clause (b) of the preceding sentence. The Portfolios are not required to, and there can be no assurance a Portfolio will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to any such portion of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss, if any, from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss, if any, attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.
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If a Portfolio were to fail to distribute in a calendar year at least an amount equal, in general, to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year (or November 30 or December 31, if the Portfolio is eligible to elect and so elects), plus any such amounts retained from the prior year, the Portfolio would be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RICs ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October 31 of a calendar year (or November 30, if the Portfolio makes the election referred to above) generally are treated as arising on January 1 of the following calendar year in the case of a Portfolio with a December 31 year end that makes the election described above, no such gains or losses will be so treated. Also, for these purposes, a Portfolio will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Each Portfolio intends generally to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so. Distributions declared by a Portfolio during October, November and December to shareholders of record on a date in any such month and paid by the Portfolio during the following January will be treated for federal tax purposes as paid by the Portfolio and received by shareholders on December 31 of the year in which declared.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a Portfolios net investment income. Instead, potentially subject to certain limitations, a Portfolio may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether the Portfolio retains or distributes such gains. A Portfolio may carry net capital losses forward to one or more subsequent taxable years without expiration; any such carryforward losses will retain their character as short-term or long-term. The Portfolio must apply such carryforwards first against gains of the same character. See a Portfolios most recent annual shareholder report for the Portfolios available capital loss carryovers as of the end of its most recently ended fiscal year.
Taxation of Distributions Received by Shareholders
For U.S. federal income tax purposes, distributions of investment income are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long the Portfolio owned (or is deemed to have owned) the investments that generated them, rather than how long a shareholder has owned his or her Portfolio shares. In general, a Portfolio will recognize long-term capital gain or loss on the disposition of assets the Portfolio has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on the disposition of investments the Portfolio has owned (or is deemed to have owned) for one year or less. Distributions of net-capital gain (that is, the excess of net long-term capital gain over net short-term capital loss) that are properly reported by a Portfolio as capital gain dividends (Capital Gain Dividends) generally will be taxable to a shareholder receiving such distributions as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. Distributions from capital gains are generally made after applying any available capital loss carryovers. The Aggregate Bond Index Portfolio generally does not expect a significant portion of its distributions to be Capital Gain Dividends. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income. Distributions of investment income properly reported by a Portfolio as derived from qualified dividend income will be taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at both the shareholder and Portfolio level. The Aggregate Bond Index Portfolio does not expect its distributions to be derived from qualified dividend income.
The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, net investment income generally includes, among other things, (i) distributions paid by a Portfolio of net investment income and capital gains, and (ii) any net gain from the sale, redemption, exchange or other taxable disposition of Portfolio shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Portfolio.
If a Portfolio makes a distribution to a shareholder in excess of the Portfolios current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Shareholders of a Portfolio will be subject to federal income taxes as described herein on distributions made by the Portfolio whether received in cash or reinvested in additional shares of the Portfolio.
Distributions with respect to a Portfolios shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Portfolios realized income and gains, even though such distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when a Portfolios
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net asset value includes either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the shareholder paid. Such distributions may reduce the fair market value of the Portfolios shares below the shareholders cost basis in those shares. As described above, a Portfolio is required to distribute realized income and gains regardless of whether the Portfolios net asset value also reflects unrealized losses.
In order for some portion of the dividends received by a Portfolio shareholder to be qualified dividend income, the Portfolio must meet holding period and other requirements with respect to the dividend-paying stocks held by the Portfolio, and the shareholder must meet holding period and other requirements with respect to the Portfolios shares. In general, a dividend will not be treated as qualified dividend income (at either the Portfolio or shareholder level) (a) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (b) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (c) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (d) if the dividend is received from a foreign corporation that is (i) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (ii) treated as a passive foreign investment company.
In general, distributions of investment income properly reported by a Portfolio as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Portfolios shares. If the aggregate qualified dividends received by a Portfolio during any taxable year are 95% or more of the Portfolios gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Portfolios dividends (other than dividends properly reported as Capital Gain Dividends) will be eligible to be treated as qualified dividend income.
In general, dividends of net investment income received by corporate shareholders of a Portfolio will qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends received by a Portfolio from domestic corporations for the taxable year. A dividend will not be treated as a dividend eligible for the dividends-received deduction (a) if it has been received with respect to any share of stock that the Portfolio has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (b) to the extent that the Portfolio is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends-received deduction may otherwise be disallowed or reduced (x) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Portfolio or (y) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). The Aggregate Bond Index Portfolio does not expect Portfolio distributions to be eligible for the dividends-received deduction.
Any distribution of income that is attributable to (a) income received by a Portfolio in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (b) dividend income received by a Portfolio on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Portfolio, will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.
Subject to any future regulatory guidance to the contrary, any distribution of income attributable to qualified REIT dividends from a Portfolios investment in a REIT (as defined below) will ostensibly not qualify for the deduction that would be available to a non-corporate shareholder were the shareholder to own such REIT directly.
If a Portfolio holds, directly or indirectly, one or more tax credit bonds, issued on or before December 31, 2017, on one or more applicable dates during a taxable year, the Portfolio may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the bond otherwise allowed to the Portfolio. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to the tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code, and the amount of the tax credits may not exceed the amount reported by the Portfolio in a written notice to shareholders. Even if a Portfolio is eligible to pass through tax credits to shareholders, the Portfolio may choose not to do so.
As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each shareholder early in the succeeding year.
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Tax Implications of Certain Portfolio Investments
Special Rules for Debt Obligations . Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount. Generally, original issue discount (OID) is treated as interest income and is included in a Portfolios income and required to be distributed by the Portfolio over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind securities will give rise to income which is required to be distributed and is taxable even though the Portfolio holding the security receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by a Portfolio may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its revised issue price) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i) generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt security, (ii) alternatively, a Portfolio may elect to accrue market discount currently, in which case the Portfolio will be required to include the accrued market discount in income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security, and (iii) the rate at which the market discount accrues, and thus is included in a Portfolios income, will depend upon which of the permitted accrual methods the Portfolio elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayers financial statements. The application of Section 451 to the accrual of market discount is currently unclear. If Section 451 applies to the accrual of market discount, a Portfolio must include in income any market discount as it takes the same into account on its financial statements.
If a Portfolio holds the foregoing kinds of obligations, or other obligations subject to special rules under the Code, the Portfolio may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Portfolio actually received. Such distributions may be made from the cash assets of the Portfolio or, if necessary, by disposition of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause a Portfolio to realize higher amounts of short-term capital gains (generally taxed to shareholders at ordinary income tax rates) and, in the event the Portfolio realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than they would have if the Portfolio had not held such obligations.
Securities Purchased at a Premium . Very generally, where a Portfolio purchases a bond at a price that exceeds the redemption price at maturity that is, at a premium the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if a Portfolio makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Portfolio reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, the Portfolio is permitted to deduct any remaining premium allocable to a prior period.
A portion of the OID accrued on certain high yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends-received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by a Portfolio may be eligible for the dividends-received deduction to the extent attributable to the deemed dividend portion of such OID.
At-risk or Defaulted Securities . Investments in debt obligations that are at risk of or in default present special tax issues for the Portfolios. Tax rules are not entirely clear about issues such as when a Portfolio may cease to accrue interest, OID or market discount; whether, when or to what extent the Portfolio should recognize market discount on a debt obligation; when and to what extent a Portfolio may take deductions for bad debts or worthless securities; and how a Portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a Portfolio when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.
Certain Investments in REITs . Any investment by a Portfolio in equity securities of real estate investment trusts qualifying as such under Subchapter M of the Code (REITs) may result in the Portfolios receipt of cash in excess of the REITs earnings; if the Portfolio distributes these amounts, these distributions could constitute a return of capital to Portfolio shareholders for U.S. federal income tax purposes. Dividends received by a Portfolio from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
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Certain Investments in Mortgage Pooling Vehicles . Certain Portfolios may invest directly or indirectly in residual interests in real estate mortgage investment conduits (REMICs) (including by investing in residual interests in collateralized mortgage obligations (CMOs) with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (TMPs). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Portfolios income (including income allocated to the Portfolio from certain pass-through entities) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an excess inclusion) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as a Portfolio, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a RIC investing in such securities may not be a suitable investment for charitable remainder trusts, as noted below.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
Foreign Currency Transactions . Any transaction by a Portfolio in foreign currencies, foreign currency-denominated debt obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate a Portfolios distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Portfolio to offset income or gains earned in subsequent taxable years.
Passive Foreign Investment Companies . Equity investments by a Portfolio in certain passive foreign investment companies (PFICs) could potentially subject the Portfolio to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to Portfolio shareholders. However, a Portfolio may elect to avoid the imposition of that tax. For example, a Portfolio may elect to treat a PFIC as a qualified electing fund ( i.e. , make a QEF election), in which case the Portfolio will be required to include its share of the PFICs income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Portfolio also may make an election to mark the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Portfolios taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Portfolio to avoid taxation. Either of these elections therefore may require a Portfolio to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Portfolios total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.
Because it is not always possible to identify a foreign corporation as a PFIC, a Portfolio may incur the tax and interest charges described above in some instances.
Options and Futures . In general, option premiums received by a Portfolio are not immediately included in the income of the Portfolio. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Portfolio transfers or otherwise terminates the option ( e.g. , through a closing transaction). If a call option written by a Portfolio is exercised and the Portfolio sells or delivers the underlying stock, the Portfolio generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Portfolio minus (b) the Portfolios basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Portfolio pursuant to the exercise of a put option written by it, the Portfolio generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Portfolios obligation under an option other than through the exercise of the option will be short-term gain or loss depending on whether the premium income received by the Portfolio is greater or less than the amount paid by the Portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a Portfolio expires unexercised, the Portfolio generally will recognize short-term gain equal to the premium received.
A Portfolios options activities may include transactions constituting straddles for U.S. federal income tax purposes, that is, that trigger the U.S. federal income tax straddle rules contained primarily in Section 1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset the former position, including
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options that are covered by a Portfolios long position in the subject security. Very generally, where applicable, Section 1092 requires (i) that losses be deferred on positions deemed to be offsetting positions with respect to substantially similar or related property, to the extent of unrealized gain in the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not deep in the money may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or fail to qualify for the dividends-received deduction, as the case may be.
The tax treatment of certain positions entered into by a Portfolio, including regulated futures contracts, certain foreign currency positions and certain listed non-equity options, will be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
Derivatives, Hedging, and Related Transactions . In addition to the special rules described above in respect of futures and options transactions, a Portfolios transactions in other derivative instruments ( e.g. , forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to one or more special tax rules ( e.g. , notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Portfolio are treated as ordinary or capital, accelerate the recognition of income or gains to the Portfolio, defer losses to the Portfolio, and cause adjustments in the holding periods of the Portfolios securities, thereby affecting whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Portfolio has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Portfolio-level tax. Commodity-Linked Instruments . A Portfolios direct or indirect investments in commodities and commodity-linked instruments can be limited by the Portfolios intention to qualify as a RIC, and can bear on the Portfolios ability to so qualify. Income and gains from commodities and certain commodity-linked instruments does not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of some other commodity-linked instruments in which a Portfolio might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If a Portfolio were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Portfolios nonqualifying income to exceed 10% of its gross income in any taxable year, the Portfolio would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Portfolio level.
Book-Tax Differences . Certain of a Portfolios investments in derivative instruments and foreign currency-denominated instruments, and any of the Portfolios transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If such a difference arises, and a Portfolios book income is less than the sum of its taxable income and net tax-exempt income, the Portfolio could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if a Portfolios book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Portfolios remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipients basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Investments in Other RICs . If a Portfolio receives dividends from underlying RICs (an underlying RIC) and the underlying RIC reports such dividends as qualified dividend income, then the Portfolio is permitted, in turn, to report a portion of its distributions as qualified dividend income, provided the Portfolio meets the holding period and other requirements with respect to shares of the underlying RIC.
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If a Portfolio receives dividends from an underlying RIC, and the underlying RIC reports such dividends as eligible for the dividends-received deduction, then the Portfolio is permitted, in turn, to report a portion of its distributions as eligible for the dividends-received deduction, provided the Portfolio meets the holding period and other requirements with respect to shares of the underlying RIC.
Foreign Taxation
A Portfolios income, proceeds and gains from sources within foreign countries may be subject to non-U.S. withholding or other taxes, which will reduce the yield on those investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If, at the close of a Portfolios taxable year, more than 50% of the assets of the Portfolio consists of the securities of foreign corporations, the Portfolio may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by a Portfolio to foreign countries in respect of foreign securities that the Portfolio has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes paid by such Portfolio. A shareholders ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by a Portfolio is subject to certain limitations imposed by the Code, which may result in the shareholders not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Even if a Portfolio were eligible to make such an election for a given year, it may determine not to do so.
Backup Withholding
A Portfolio generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Portfolio with a correct taxpayer identification number (TIN), who has under- reported dividend or interest income, or who fails to certify to the Portfolio that he or she is not subject to such withholding.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Tax-Exempt Shareholders
Income of a RIC that would be unrelated business taxable income (UBTI) if earned directly by a tax-exempt entity will not generally constitute UBTI when distributed to a tax-exempt shareholder of the RIC. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Portfolio if shares in the Portfolio constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a Portfolio recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICS or equity interests in TMPs if the amount of such income recognized by the Portfolio exceeds the Portfolios investment company taxable income (after taking into account deductions for dividends paid by the Portfolio).
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a RIC that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a RIC that recognizes excess inclusion income, then the RIC will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Portfolio may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in a Portfolio. CRTs are urged to consult their tax advisors concerning the consequences of investing in each Portfolio.
Redemptions and Exchanges
Redemptions and exchanges of each Portfolios shares are taxable events and, accordingly, shareholders may realize gain or loss on these transactions. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Portfolio shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of Portfolio shares held by a shareholder for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends
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received (or deemed received) by the shareholder with respect to the shares. Further, subject to the discussion below regarding money market funds, all or a portion of any loss realized upon a taxable disposition of Portfolio shares generally will be disallowed under the Codes wash sale rule if other substantially identical shares are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
The IRS permits a simplified method of accounting for gains and losses realized upon the disposition of shares of a regulated investment company that is a money market fund. Very generally, rather than realizing gain or loss upon each redemption of a share, a shareholder of a Portfolio using such method of accounting will recognize gain or loss with respect to such a Portfolios shares for a given computation period (the shareholders taxable year or shorter period selected by the shareholder) equal to the value of all the Portfolio shares held by the shareholder on the last day of the computation period, less the value of all Portfolio shares held by the shareholder on the last day of the preceding computation period, less the shareholders net investment in the Portfolio (generally, purchases minus redemptions) made during the computation period. Shareholders of a Portfolio are urged to consult their own tax advisors regarding their investment in the Portfolio.
Upon the redemption or exchange of shares of a Portfolio, the Portfolio or, in the case of shares purchased through a financial intermediary, the financial intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Portfolio shares you redeemed or exchanged. See the Portfolio prospectuses for more information.
Tax Shelter Reporting
Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
Non-U.S. Shareholders
Non-U.S. shareholders in a Portfolio should consult their tax advisors concerning the tax consequences of ownership of shares in the Portfolio. Distributions by a Portfolio to shareholders that are not U.S. persons within the meaning of the Code (foreign shareholders) properly reported by the Portfolio as (1) Capital Gain Dividends, (2) short-term capital gain dividends and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.
In general, the Code defines (1) short-term capital gain dividends as distributions of net short-term capital gains in excess of net long-term capital losses and (2) interest-related dividends as distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by a Portfolio in a written notice to shareholders.
The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, under special rules regarding the disposition of U.S. real property interests as described below. If a Portfolio invests in a RIC that pays such distributions to the Portfolio, such distributions retain their character as not subject to withholding if properly reported when paid by the Portfolio to foreign shareholders. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (i) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (ii) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (iii) that is within certain foreign countries that have inadequate information exchange with the United States, or (iv) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation). A RIC is permitted to report such parts of its dividends as are eligible to be treated as interest-related or short-term capital gain dividends, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if a Portfolio reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders.
57
Foreign shareholders should contact their intermediaries regarding the application of withholding rules to their accounts.
Distributions by a Portfolio to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Portfolio unless (a) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (b) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (c) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests (USRPIs) apply to the foreign shareholders sale of shares of the Portfolio (as described below).
Foreign shareholders with respect to whom income from a Portfolio is effectively connected with a trade or business conducted by the foreign person within the United States will in general be subject to U.S. federal income tax on the income derived from the Portfolio at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Portfolio and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
Special rules would apply if a Portfolio were a qualified investment entity (QIE) because it is either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. A Portfolio that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than-10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether a Portfolio is a QIE. If an interest in a Portfolio were a USRPI, the Portfolio would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
If a Portfolio were a QIE under a special look-through rule, any distributions by the Portfolio to a foreign shareholder attributable directly or indirectly to (i) distributions received by the Portfolio from a lower-tier REIT that the Portfolio is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition of USRPIs by the Portfolio, would retain their character as gains realized from USRPIs in the hands of the Portfolios foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholders current and past ownership of the Portfolio. Each Portfolio generally does not expect that it will be a QIE.
Foreign shareholders of a Portfolio also may be subject to wash sale rules to prevent the avoidance of the tax-filing and payment obligations discussed above through the sale and repurchase of Portfolio shares.
Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Portfolio.
In order for a foreign shareholder to qualify for any exemptions from withholding described above or from lower withholding tax rates under income tax treaties, or to establish an exemption from back back-up withholding, the foreign shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E or substitute form). Non-U.S. investors in a Portfolio should consult their tax advisers in this regard.
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Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Portfolio shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Portfolio shares through foreign entities should consult their tax advisers about their particular situation.
A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax on income referred to above.
Shareholder Reporting Obligations With Respect To Foreign Bank and Financial Accounts
Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Portfolio by vote or value could be required to report annually their financial interest in the Portfolios foreign financial accounts, if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult a tax advisor, and persons investing in a Portfolio through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.
Other Reporting and Withholding Requirements
Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, FATCA) generally require a Portfolio to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an IGA) between the United States and a foreign government. If a shareholder fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Portfolio may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends it pays, and 30% of the gross proceeds of share redemptions or exchanges and certain Capital Gain Dividends it pays on or after January 1, 2019. If a payment by a Portfolio is subject to FATCA withholding, the Portfolio is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above ( e.g. , Capital Gain Dividends, short-term capital gain dividends and interest-related dividends).
Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
General Considerations
The U.S. federal income tax discussion set forth above is for general information only. Prospective investors should consult their tax advisers regarding the specific U.S. federal income tax consequences of purchasing, holding, and disposing of shares of the Portfolios, as well as the effects of state, local, foreign, and other tax laws and any proposed tax law changes.
Investment companies, common and commingled trust funds and similar organizations and entities may continuously invest in the Portfolios.
The audited financial statements for the fiscal year ended December 31, 2017 for the Portfolios in operation at that date are included in the Annual Report of the Trust (the Annual Report), which was filed with the SEC on March 8, 2018 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-18-074963) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (866) 392-0869.
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APPENDIX A
MOODYS INVESTORS SERVICE, INC. (MOODYS)
GLOBAL LONG-TERM RATING SCALE
Ratings assigned on Moodys global long-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa : Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa : Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A : Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa : Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba : Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B : Obligations rated B are considered speculative and are subject to high credit risk.
Caa : Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca : Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C : Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*
* | By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. |
GLOBAL SHORT-TERM RATING SCALE
Ratings assigned on Moodys global short-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
P-1 : Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 : Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 : Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP : Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
A-1
S&P GLOBAL RATINGS (S&P)
ISSUE CREDIT RATING DEFINITIONS
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings view of the obligors capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS*
AAA : An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is extremely strong.
AA : An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A : An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB : An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation.
BB; B; CCC; CC; and C: Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
BB : An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligors inadequate capacity to meet its financial commitments on the obligation.
B : An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments on the obligation.
CCC : An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC : An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C : An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D : An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
A-2
NR: This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.
* | The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. |
SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitments on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligors capacity to meet its financial commitments on the obligation.
B: A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligors inadequate capacity to meet its financial commitments.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D: A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
FITCH RATINGS. (FITCH)
ISSUER DEFAULT RATINGS
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities in global infrastructure and project finance. IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A-3
A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Near default
A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include:
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; |
c. | the formal announcement by the issuer or their agent of a distressed debt exchange; |
d. | a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
RD: Restricted default.
RD ratings indicate an issuer that in Fitchs opinion has experienced:
a. | an uncured payment default on a bond, loan or other material financial obligation, but |
b. | has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and |
c. | has not otherwise ceased operating. |
This would include:
i. | the selective payment default on a specific class or currency of debt; |
ii. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
iii. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations. |
A-4
D: Default.
D ratings indicate an issuer that in Fitchs opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
SHORT-TERM RATINGS ASSIGNED TO ISSUERS AND OBLIGATIONS
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High Short-Term Default risk. Default is a real possibility.
RD: Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. For example, the rating category AA has three notch-specific rating levels (AA+; AA; AA-; each a rating level). Such suffixes are not added to AAA ratings. For corporate finance obligation ratings, they are not appended to rating categories below the CCC. For all other sectors/obligations, they are not assigned to rating categories below the B.
A-5
APPENDIX B - TRUSTS PROXY VOTING PROCEDURES SSGA FUNDS
STATE STREET MASTER FUNDS
STATE STREET INSTITUTIONAL INVESTMENT TRUST
ELFUN GOVERNMENT MONEY MARKET FUND
ELFUN TAX EXEMPT INCOME FUND
ELFUN INCOME FUND
ELFUN DIVERSIFIED FUND
ELFUN INTERNATIONAL EQUITY FUND
ELFUN TRUSTS
STATE STREET NAVIGATOR SECURITIES LENDING TRUST
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Boards of Trustees of the SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts (each a Trust, and each series thereof, a Fund) 1 have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trusts investment portfolios.
1. | Proxy Voting Policy |
The policy of the Trust is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust to SSGA Funds Management, Inc., the Trusts investment adviser (the Adviser), subject to the Trustees continuing oversight.
2. | Fiduciary Duty |
The right to vote proxies with respect to a portfolio security held by the Trust is an asset of the Trust. The Adviser acts as a fiduciary of the Trust and must vote proxies in a manner consistent with the best interest of the Trust and its shareholders.
3. | Proxy Voting Procedures |
A. At least annually, the Adviser shall present to the Boards of Trustees its policies, procedures and other guidelines for voting proxies (Policy) and the policy of any Sub- adviser (as defined below) to which proxy voting authority has been delegated (see Section 9 below). In addition, the Adviser shall notify the Trustees of material changes to its Policy or the policy of any Sub - adviser promptly and not later than the next regular meeting of the Board of Trustees after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees its policy for managing conflicts of interests that may arise through the Advisers proxy voting activities. In addition, the Adviser shall report any Policy overrides involving portfolio securities held by a Fund to the Trustees at the next regular meeting of the Board of Trustees after such override(s) occur.
C. At least annually, the Adviser shall inform the Trustees that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust during the year. Also see Section 5 below.
4. | Revocation of Authority to Vote |
The delegation by the Trustees of the authority to vote proxies relating to portfolio securities of the Trust may be revoked by the Trustees, in whole or in part, at any time.
1 | Unless otherwise noted, the singular term "Trust" used throughout this document means each of SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts. |
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5. | Annual Filing of Proxy Voting Record |
The Adviser shall provide the required data for each proxy voted with respect to portfolio securities of the Trust to the Trust or its designated service provider in a timely manner and in a format acceptable to be filed in the Trusts annual proxy voting report on Form N-PX for the twelve-month period ended June 30. Form N-PX is required to be filed not later than August 31 of each year.
6. | Retention and Oversight of Proxy Advisory Firms |
A. In considering whether to retain or continue retaining a particular proxy advisory firm, the Adviser will ascertain whether the proxy advisory firm has the capacity and competency to adequately analyze proxy issues, act as proxy voting agent as requested, and implement the Policy. In this regard, the Adviser will consider, at least annually, among other things, the adequacy and quality of the proxy advisory firms staffing and personnel and the robustness of its policies and procedures regarding its ability to identify and address any conflicts of interest. The Adviser shall, at least annually, report to Boards of Trustees regarding the results of this review.
B. The Adviser will request quarterly and annual reporting from any proxy advisory firm retained by the Adviser, and hold ad hoc meetings with such proxy advisory firm, in order to determine whether there has been any business changes that might impact the proxy advisory firms capacity or competency to provide proxy voting advice or services or changes to the proxy advisory firms conflicts policies or procedures. The Adviser will also take reasonable steps to investigate any material factual error, notified to the Adviser by the proxy advisory firm or identified by the Adviser, made by the proxy advisory firm in providing proxy voting services.
7. | Periodic Sampling |
The Adviser will periodically sample proxy votes to review whether they complied with the Policy. The Adviser shall, at least annually, report to the Boards of Trustees regarding the frequency and results of the sampling performed.
8. | Disclosures |
A. | The Trust shall include in its registration statement: |
1. A description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio securities; and
1. A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trusts toll-free telephone number; or through a specified Internet address; or both; and on the Securities and Exchange Commissions (the SEC) website.
B. | The Trust shall include in its annual and semi-annual reports to shareholders: |
1. A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trusts toll-free telephone number; through a specified Internet address, if applicable; and on the SECs website; and
2. A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trusts toll-free telephone number; or through a specified Internet address; or both; and on the SECs website.
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9. | Sub-Advisers |
For certain Funds, the Adviser may retain investment management firms (Sub-advisers) to provide day-to-day investment management services to the Funds pursuant to sub-advisory agreements. It is the policy of the Trust that the Adviser may delegate proxy voting authority with respect to a Fund to a Sub-adviser. Pursuant to such delegation, a Sub-adviser is authorized to vote proxies on behalf of the applicable Fund or Funds for which it serves as sub-adviser, in accordance with the Sub-advisers proxy voting policies and procedures.
10. | Review of Policy |
The Trustees shall review this policy to determine its continued sufficiency as necessary from time to time.
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APPENDIX C - ADVISERS PROXY VOTING PROCEDURES AND GUIDELINE S
March 2018
Global Proxy Voting and Engagement Principles
State Street Global Advisors (SSGA), one of the industrys largest institutional asset managers, is the investment management arm of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSGA has discretionary proxy voting authority over most of its client accounts, and SSGA votes these proxies in the manner that we believe will most likely protect and promote the long-term economic value of client investments as described in this document i .
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Global Proxy Voting and Engagement Principles
State Street Global Advisors (SSGA) maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the EU, Japan, New Zealand , North America (Canada and the US), the UK and emerging markets. International markets that do not have specific guidelines are reviewed and voted consistent with our Global Proxy Voting and Engagement Principles; however, SSGA also endeavors to show sensitivity to local market practices when voting in these various markets.
SSGAs Approach to Proxy Voting and Issuer Engagement
At SSGA, we take our fiduciary duties as an asset manager very seriously. We have a dedicated team of corporate governance professionals who help us carry out our duties as a responsible investor. These duties include engaging with companies, developing and enhancing in-house corporate governance guidelines, analyzing corporate governance issues on a case-by-case basis at the company level, and exercising our voting rightsall to maximize shareholder value.
SSGAs Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another and, likewise, engagement activity may take different forms in order to best achieve long-term engagement goals. We believe that proxy voting and engagement with portfolio companies is often the most direct and productive way shareholders can exercise their ownership rights, and taken together, we view these tools to be an integral part of the overall investment process.
We believe engagement and voting activity have a direct relationship. As a result, the integration of our engagement activities, while leveraging the exercise of our voting rights, provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client accounts. SSGA maximizes its voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the different investment views and objectives across SSGA, depending on the product or strategy, the fiduciary responsibilities of share ownership and voting for which SSGA has voting discretion are carried out with a single voice and objective.
The Principles support governance structures that we believe add to, or maximize shareholder value at the companies held in our clients portfolios. SSGA conducts issuer specific engagements with companies to discuss our principles, including sustainability related risks. In addition, we encourage issuers to find ways of increasing the amount of direct communication board members have with shareholders. We believe direct communication with
executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, where appropriate, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns.
In conducting our engagements, SSGA also evaluates the various factors that play into the corporate governance framework of a country, including but not limited to, the macroeconomic conditions and broader political system, the quality of regulatory oversight, the enforcement of property and shareholder rights and the independence of the judiciary. SSGA understands that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, SSGA engages with issuers, regulators, or both, depending on the market. SSGA also is a member of various investor associations that seek to address broader corporate governance related policy at the country level as well as issuer specific concerns at a company level.
To help mitigate company specific risk, the SSGA Asset Stewardship Team may collaborate with members of the active investment teams to engage with companies on corporate governance issues and address any specific concerns, or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. Outside of proxy voting season, SSGA conducts issuer specific engagements with companies covering various corporate governance and sustainability related topics.
The SSGA Asset Stewardship Team uses a blend of quantitative and qualitative research and data to support screens to help identify issuers where active engagement may be necessary to protect and promote shareholder value. Issuer engagement may also be event driven, focusing on issuer specific corporate governance, sustainability concerns or wider industry related trends. SSGA also gives consideration to the size of our total position of the issuer in question and/or the potential negative governance, performance profile, and circumstance at hand. As a result, SSGA believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSGA defines engagement methods:
Active
SSGA uses screening tools designed to capture a mix of company specific data including governance and sustainability profiles to help us focus our voting and engagement activity.
SSGA will actively seek direct dialogue with the board and management of companies we have identified through our
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screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. SSGA routinely discusses specific voting issues and items with the issuer community. Reactive engagement is an opportunity to address not only voting items, but also a wide range of governance and sustainability issues.
SSGA has established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. To limit the subjectivity of measuring our success we actively seek issuer feedback and monitor the actions issuers take post-engagement to identify tangible changes. By doing so, we are able to establish indicators to gauge how issuers respond to our concerns and to what degree these responses satisfy our requests. It is also important to note that successful engagement activity can be measured over differing time periods depending on the facts and circumstances involved. Engagements can last as short as a single meeting or span multiple years.
Depending on the issue and whether the engagement activity is reactive, recurring, or active, engagement with issuers can take the form of written communication, conference calls, or face-to-face meetings. SSGA believes active engagement is best conducted directly with company management or board members. Collaborative engagement, where multiple shareholders communicate with company representatives, can serve as a potential forum for issues that are not identified by SSGA as requiring active engagement, such as shareholder conference calls.
Proxy Voting Procedure
Oversight
The SSGA Asset Stewardship Team is responsible for developing and implementing the Proxy Voting and Engagement Guidelines (the Guidelines), case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues. The implementation of the Guidelines is overseen by the SSGA Global Proxy Review Committee (PRC), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in greater detail below. Oversight of the proxy voting process is ultimately the responsibility of the SSGA
Investment Committee (IC). The IC reviews and approves amendments to the Guidelines. The PRC reports to the IC, and may refer certain significant proxy items to that committee.
Proxy Voting Process
In order to facilitate SSGAs proxy voting process, SSGA retains Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. SSGA utilizes ISSs services in three ways: (1) as SSGAs proxy voting agent (providing SSGA with vote execution and administration services); (2) for applying the Guidelines; and (3) as providers of research and analysis relating to general corporate governance issues and specific proxy items.
The SSGA Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis as needed. On most routine proxy voting items (e.g., ratification of auditors), ISS will affect the proxy votes in accordance with the Guidelines.
In other cases, the Asset Stewardship Team will evaluate the proxy solicitation to determine how to vote based on facts and circumstances, consistent with the Principles, and the accompanying Guidelines, that seek to maximize the value of our client accounts.
In some instances, the Asset Stewardship Team may refer significant issues to the PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the PRC, the Asset Stewardship Team will consider whether a material conflict of interest exists between the interests of our client and those of SSGA or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
SSGA votes in all markets where it is feasible; however, SSGA may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our ability to trade the security, where issuer-specific special documentation is required, or where various market or issuer certifications are required. SSGA is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction, or when they charge a meeting specific fee in excess of the typical custody service agreement.
Conflict of Interest
See SSGAs standalone Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Principles
Directors and Boards
The election of directors is one of the most important fiduciary duties SSGA performs as a shareholder. SSGA believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSGA seeks to vote director elections in a way which we, as a fiduciary, believe will maximize the long-term value of each portfolios holdings.
Principally, a board acts on behalf of shareholders by protecting their interests and preserving their rights. This concept establishes the standard by which board and director performance is measured. To achieve this fundamental principle, the role of the board, in SSGAs view, is to carry out its responsibilities in the best long-term interest of the company and its shareholders. An independent and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan for the board and management, provides risk oversight and assesses the performance of the CEO and management. In contrast, management implements the business and capital allocation strategies and runs the companys day-to-day operations. As part of SSGAs engagement process, SSGA routinely discusses the importance of these responsibilities with the boards of issuers.
SSGA believes the quality of a board is a measure of director independence, director succession planning, board diversity, evaluations and refreshment and company governance practices. In voting to elect nominees, SSGA considers many factors. SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will effectively monitor management, maintain appropriate governance practices and perform oversight functions necessary to protect shareholder interests. SSGA also believes the right mix of skills, independence, diversity and qualifications among directors provides boards with the knowledge and direct experience to deal with risks and operating structures that are often unique and complex from one industry to another.
Accounting and Audit Related Issues
SSGA believes audit committees are critical and necessary as part of the boards risk oversight role. The audit committee is responsible for setting out an internal audit function to provide robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. SSGA believes audit committees should have independent directors as members, and SSGA will hold the members of the audit committee responsible for overseeing the management of the audit function.
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of the internal controls and the independence of the audit process are essential if investors are to rely on financial statements. Also, it is important for the audit committee to appoint external auditors who are independent from management as we expect auditors to provide assurance as of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, grow and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to a shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. Altering the capital structure of a company is a critical decision for boards and in making such a critical decision, SSGA believes the company should have a well explained business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In evaluating mergers and acquisitions, SSGA considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSGA uses its discretion in order to maximize shareholder value.
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer, or reducing the likelihood of a successful offer. SSGA does not support proposals that reduce shareholders rights, entrench management or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
SSGA considers the boards responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive compensation; SSGA believes that there should be a direct relationship between executive compensation and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer
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selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests, as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also consider executive compensation practices when re-electing members of the remuneration committee.
SSGA recognizes that compensation policies and practices are unique from market to market; often with significant differences between the level of disclosures, the amount and forms of compensation paid, and the ability of shareholders to approve executive compensation practices. As a result, our ability to assess the appropriateness of executive compensation is often dependent on market practices and laws.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors may not only have an impact on the reputation of companies but may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could be the result of anything from regulation and litigation, physical threats (severe weather, climate change), economic trends to shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to demonstrate how sustainability fits into operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on a company, its industry, operations, and geographic footprint. SSGA may also take action against the re-election of board members if we have serious concerns over ESG practices and the company has not been responsive to shareholder requests to amend them.
General/Routine
Although SSGA does not seek involvement in the day-to-day operations of an organization, SSGA recognizes the need for conscientious oversight and input into management decisions that may affect a companys value. SSGA supports proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.
Fixed Income Stewardship
The two elements of SSGAs fixed income stewardship program are:
Proxy Voting:
While matters that come up for a vote at bondholder meetings vary by jurisdiction, examples of common proxy voting resolutions at bondholder meetings include:
| Approving amendments to debt covenants and/or terms of issuance; |
| Authorizing procedural matters such as filing of required documents/other formalities; |
| Approving debt restructuring plans; |
| Abstaining from challenging the bankruptcy trustees; |
| Authorizing repurchase of issued debt security; |
| Approving the placement of unissued debt securities under the control of directors; and, |
| Approve spin-off/absorption proposals. |
Given the nature of the items that come up for vote at bondholder meetings, SSGA takes a case-by-case approach to voting bondholder resolutions. Where necessary, SSGA will engage with issuers on voting matters prior to arriving at voting decisions. All voting decisions will be made in the best interest of our clients.
Issuer Engagement:
SSGA recognizes that debt holders have limited leverage with companies on a day-to-day basis. However, we believe that given the size of our holdings in corporate debt, SSGA can meaningfully influence ESG practices of companies through issuer engagement. Our guidelines for engagement with fixed income issuers broadly follow the engagement guidelines for our equity holdings as described above.
Securities on Loan
For funds where SSGA acts as trustee, SSGA may recall securities in instances where SSGA believes that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, SSGA must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, SSGA does not receive timely
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notice, and is unable to recall the shares on or before the record date. Second, SSGA, exercising its discretion may recall shares if it believes the benefit of voting shares will outweigh the foregone lending income. This determination requires SSGA, with the information available at the time, to form judgments about events or outcomes that are difficult to quantify. Given past experience in this area, however, we believe that the recall of securities will rarely provide an economic benefit that outweighs the cost of the foregone lending income.
Reporting
Any client who wishes to receive information on how its proxies were voted should contact its SSGA relationship manager.
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Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
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i | These Global Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
State Street Corporation has a comprehensive standalone Conflicts of Interest Policy and other policies that address a range of conflicts of interests identified. In addition, State Street Global Advisors (SSGA), the asset management business of State Street Corporation, maintains a conflicts register that identifies key conflicts and describes systems in place to mitigate the conflicts. This guidance i is designed to act in conjunction with related policies and practices employed by other groups within the organization. Further, they complement those policies and practices by providing specific guidance on managing the conflicts of interests that may arise through SSGAs proxy voting and engagement activities.
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Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors (SSGA) has policies and procedures designed to prevent undue influence on SSGAs voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation (STT), State Street Global Advisors, SSGA affiliates, SSGA Funds or SSGA Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of SSGAs Asset Stewardship team. Members of the Asset Stewardship team may from time to time discuss views on proxy voting matters, company performance, strategy etc. with other STT or SSGA employees including portfolio managers, senior executives and relationship managers. However, final voting decisions are made solely by the Asset Stewardship team, in a manner that is consistent with the best interests of all clients, taking into account various perspectives on risks and opportunities with a view of maximizing the value of client assets; |
| Exercising a singular vote decision for each ballot item regardless of our investment strategy; |
| Prohibiting members of SSGAs Asset Stewardship team from disclosing SSGAs voting decision to any individual not affiliated with the proxy voting process prior to the meeting or date of written consent, as the case may be; |
| Mandatory disclosure by members of the SSGAs Asset Stewardship team, Global Proxy Review Committee (PRC) and Investment Committee (IC) of any personal conflict of interest (e.g., familial relationship with company management, serves as a director on the board of a listed company) to the Head of the Asset Stewardship team. Members are required to recuse themselves from any engagement or proxy voting activities related to the conflict; |
| In certain instances, client accounts and/or SSGA pooled funds, where SSGA acts as trustee, may hold shares in STT or other SSGA affiliated entities, such as mutual funds affiliated with SSGA Funds Management, Inc. In general, SSGA will outsource any voting decision relating to a shareholder meeting of STT or other SSGA affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon SSGAs Proxy Voting and Engagement Guidelines (Guidelines); and |
| Reporting of voting guideline overrides, if any, to the PRC on a quarterly basis. |
In general, we do not believe matters that fall within the Guidelines and are voted consistently with the Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity. However, where matters do not fall within the Guidelines or where we believe that voting in accordance with the Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. In circumstances where a conflict has been identified and either: (i) the matter does not fall clearly within the Guidelines; or (ii) SSGA determines that voting in accordance with such guidance is not in the best interests of its clients, the Head of the Asset Stewardship team will determine whether a Material Relationship exists. If so, the matter is referred to the PRC. The PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the IC for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.
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For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9008-INST-7553 0317 Exp. Date: 03/31/2018
i | These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
North America (United States & Canada)
State Street Global Advisors (SSGA) North America Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidance.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) North America Proxy Voting and Engagement Guidelines address areas including board structure, director tenure, audit related issues, capital structure, executive compensation, environmental, social and other governance-related issues of companies listed on stock exchanges in the US and Canada (North America). Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in North America, SSGA expects all companies to act in a transparent manner and provide detailed disclosure on board profiles, related-party transactions, executive compensation and other governance issues that impact shareholders long-term interests. Further, as a founding member of the Investor Stewardship Group (ISG), SSGA proactively monitors companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply or explain expectations established by the principles, SSGA encourages companies to proactively disclose their level of compliance with the principles. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagements to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active investment teams; collaborating on issuer engagements and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the US Investor Stewardship Group Principles. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect
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shareholder interests. Further, SSGA expects boards of Russell 3000 and TSX listed companies to have at least one female board member .
Director related proposals include issues submitted to shareholders that deal with the composition of the board or with members of a corporations board of directors. In deciding which director nominee to support, SSGA considers numerous factors.
Director Elections
SSGAs director election guideline focuses on companies governance profile to identify if a company demonstrates appropriate governance practices or if it exhibits negative governance practices. Factors SSGA considers when evaluating governance practices include, but are not limited to the following:
| Shareholder rights; |
| Board independence; and |
| Board structure. |
If a company demonstrates appropriate governance practices, SSGA believes a director should be classified as independent based on the relevant listing standards or local market practice standards. In such cases, the composition of the key oversight committees of a board should meet the minimum standards of independence. Accordingly, SSGA will vote against a nominee at a company with appropriate governance practices if the director is classified as non-independent under relevant listing standards or local market practice AND serves on a key committee of the board (compensation, audit, nominating or committees required to be fully independent by local market standards).
Conversely, if a company demonstrates negative governance practices, SSGA believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based on the following classification standards:
| Is the nominee an employee of or related to an employee of the issuer or its auditor; |
| Does the nominee provide professional services to the issuer; |
| Has the nominee attended an appropriate number of board meetings; or |
| Has the nominee received non-board related compensation from the issuer. |
In the U.S. market where companies demonstrate negative governance practices, these stricter standards will apply not only to directors who are a member of a key committee but to all directors on the board as market practice permits. Accordingly, SSGA will vote against a nominee (with the exception of the CEO) where the board has inappropriate governance practices and is considered not independent based on the above independence criteria.
Additionally, SSGA may withhold votes from directors based on the following:
| When overall average board tenure is excessive. In assessing excessive tenure, SSGA gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures; |
| When directors attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold; |
| CEOs of a public company who sit on more than three public company boards; |
| Director nominees who sit on more than six public company boards; |
| Directors of companies that have not been responsive to a shareholder proposal which received a majority shareholder support at the last annual or special meeting; consideration maybe given if management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s); |
| Directors of companies have unilaterally adopted/ amended company bylaws that negatively impact SSGAs shareholder rights (such as fee-shifting, forum selection and exclusion service bylaws) without putting such amendments to a shareholder vote; |
| Compensation committee members where there is a weak relationship between executive pay and performance over a five-year period; |
| Audit committee members if non-audit fees exceed 50% of total fees paid to the auditors; and |
| Directors who appear to have been remiss in their duties. |
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Director Related Proposals
SSGA generally votes for the following director related proposals:
| Discharge of board members duties, in the absence of pending litigation, regulatory investigation, charges of fraud or other indications of significant concern; |
| Proposals to restore shareholders ability to remove directors with or without cause; |
| Proposals that permit shareholders to elect directors to fill board vacancies; and |
| Shareholder proposals seeking disclosure regarding the company, board, or compensation committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
SSGA generally votes against the following director related proposals:
| Requirements that candidates for directorships own large amounts of stock before being eligible to be elected; |
| Proposals that relate to the transaction of other business as properly comes before the meeting, which extend blank check powers to those acting as proxy; and |
| Proposals requiring two candidates per board seat. |
Majority Voting
SSGA will generally support a majority vote standard based on votes cast for the election of directors.
SSGA will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or repeal certain provisions.
Annual Elections
SSGA generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders rights plan.
Cumulative Voting
SSGA does not support cumulative voting structures for the election of directors.
Separation Chair/CEO
SSGA analyzes proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including but not limited to, the appointment of and role played by a lead director, a companys performance and the overall governance structure of the company.
Proxy Access
In general, SSGA believes that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. SSGA will consider proposals relating to Proxy Access on a case-by-case basis. SSGA will support shareholder proposals that set parameters to empower long-term shareholders while providing management the flexibility to design a process that is appropriate for the companys circumstances.
SSGA will review the terms of all other proposals and will support those proposals that have been introduced in the spirit of enhancing shareholder rights.
Considerations include but are not limited to the following:
| The ownership thresholds and holding duration proposed in the resolution; |
| The binding nature of the proposal; |
| The number of directors that shareholders may be able to nominate each year; |
| Company governance structure; |
| Shareholder rights; and |
| Board performance. |
Age/Term Limits
Generally, SSGA will vote against age and term limits unless the company is found to have poor board refreshment and director succession practices and has a preponderance of non-executive directors with excessively long-tenures serving on the board.
Approve Remuneration of Directors
Generally, SSGA will support directors compensation, provided the amounts are not excessive relative to other
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issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Classified Boards
SSGA generally supports annual elections for the board of directors.
Confidential Voting
SSGA will support confidential voting.
Board Size
SSGA will support proposals seeking to fix the board size or designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Audit Related Issues
Ratifying Auditors and Approving Auditor Compensation
SSGA supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSGA deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSGA will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function.
In circumstances where other fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
SSGA will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 1
Capital Related Issues
Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company.
The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the companys specific financial situation.
Increase in Authorized Common Shares
In general, SSGA supports share increases for general corporate purposes up to 100% of current authorized stock.
SSGA supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for US and Canadian firms.
When applying the thresholds, SSGA will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
SSGA votes on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, SSGA will vote for the authorization of preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
SSGA will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, SSGA will vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.
Unequal Voting Rights
SSGA will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add blank check classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders.
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However, SSGA will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported.
In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision that is deemed to have an anti-takeover effect. The majority of these proposals deal with managements attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
US: SSGA will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, SSGA will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
SSGA will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
Canada: SSGA analyzes proposals for shareholder approval of a shareholder rights plans (poison pill) on a case-by-case basis taking into consideration numerous factors, including but not limited to, whether it conforms to new generation rights plans and the scope of the plan.
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Special Meetings
SSGA will vote for shareholder proposals related to special meetings at companies that do not provide shareholders the right to call for a special meeting in their bylaws if:
| The company also does not allow shareholders to act by written consent; or |
| The company allows shareholders to act by written consent but the ownership threshold for acting by written consent is set above 25% of outstanding shares. |
SSGA will vote for shareholder proposals related to special meetings at companies that give shareholders (with a minimum 10% ownership threshold) the right to call for a special meeting in their bylaws if:
| The current ownership threshold to call for a special meeting is above 25% of outstanding shares. |
SSGA will vote for management proposals related to special meetings.
Written Consent
SSGA will vote for shareholder proposals on written consent at companies if:
| The company does not have provisions in their bylaws giving shareholders the right to call for a special meeting; or |
| The company allows shareholders the right to call for a special meeting but the current ownership threshold to call for a special meeting is above 25% of outstanding shares; and |
| The company has a poor governance profile. |
SSGA will vote management proposals on written consent on a case-by-case basis.
SuperMajority
SSGA will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSGA will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.
Remuneration Issues
Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.
Advisory Vote on Executive Compensation and Frequency
SSGA believes executive compensation plays a critical role in aligning executives interest with shareholders, attracting, retaining and incentivizing key talent, and ensuring positive correlation between the performance achieved by management and the benefits derived by shareholders. SSGA supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. SSGA seeks adequate disclosure of different compensation elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. Further, shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance on an annual basis.
In Canada , where advisory votes on executive compensation are not commonplace, SSGA will rely primarily on engagement to evaluate compensation plans.
Employee Equity Award Plans
SSGA considers numerous criteria when examining equity award proposals. Generally, SSGA does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plan are:
Excessive voting power dilution To assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares and the issued but unexercised shares by the fully diluted share count. SSGA reviews that number in light of certain factors, including the industry of the issuer.
Historical option grants Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than five to eight percent are generally not supported.
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Repricing SSGA will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.
Other criteria include the following:
| Number of participants or eligible employees; |
| The variety of awards possible; and |
| The period of time covered by the plan. |
There are numerous factors that we view as negative, and together, may result in a vote against a proposal:
| Grants to individuals or very small groups of participants; |
| Gun-jumping grants which anticipate shareholder approval of a plan or amendment; |
| The power of the board to exchange underwater options without shareholder approval; this pertains to the ability of a company to reprice options, not the actual act of repricing described above; |
| Below market rate loans to officers to exercise their options; |
| The ability to grant options at less than fair market value; |
| Acceleration of vesting automatically upon a change in control; and |
| Excessive compensation (i.e. compensation plans which are deemed by SSGA to be overly dilutive). |
Share Repurchases If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.
Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) disclose a definitive number of the shares to be bought back, (iii) specify the range of premium/discount to market price at which a company can repurchase shares and, (iv) disclose the time frame during which the shares will be bought back, will not have any such repurchase plan factored into the dilution calculation.
162(m) Plan Amendments If a plan would not normally meet the SSGA criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSGA will support the proposal to amend the plan.
Employee Stock Option Plans
SSGA generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSGA takes market practice into consideration.
Compensation Related Items
SSGA will generally support the following proposals:
| Expansions to reporting of financial or compensation-related information, within reason; and |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee. |
SSGA will generally vote against the following proposals:
| Retirement bonuses for non-executive directors and auditors. |
Miscellaneous/Routine Items
SSGA generally supports the following miscellaneous/routine governance items:
| Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate; |
| Opting-out of business combination provision; |
| Proposals that remove restrictions on the right of shareholders to act independently of management; |
| Liquidation of the company if the company will file for bankruptcy if the proposal is not approved; |
| Shareholder proposals to put option repricings to a shareholder vote; |
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Proxy Voting and Engagement Guidelines
| General updating of, or corrective amendments to, charter and bylaws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment); |
| Change in corporation name; |
| Mandates that amendments to bylaws or charters have shareholder approval; |
| Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable; |
| Repeals, prohibitions or adoption of anti-greenmail provisions; |
| Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced and proposals to implement a reverse stock split to avoid delisting; and |
| Exclusive forum provisions. |
SSGA generally does not support the following miscellaneous/ routine governance items:
| Proposals asking companies to adopt full tenure holding periods for their executives; |
| Reincorporation to a location that we believe has more negative attributes than its current location of incorporation; |
| Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable; |
| Proposals to approve other business when it appears as a voting item; |
| Proposals giving the board exclusive authority to amend the bylaws; and |
| Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
Environmental and Social Issues
As a fiduciary, we consider the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business.
Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer-by-issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
1 | Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year. |
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Proxy Voting and Engagement Guidelines
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For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State
Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9007-INST-7552 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors (SSGA) Australia & New Zealand Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Australia and New Zealand Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in Australia and New Zealand, SSGA expects all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitors companies adherence to the principles. Consistent with the comply or explain expectations established by the principles, SSGA encourages companies to proactively disclose their level of compliance with the principles. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader. On some governance matters, such as composition of audit committees, we hold Australian companies to our global standards requiring all directors on the committee to be independent of management.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration and accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and Asia-Pacific (APAC) investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound
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ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. SSGA expects boards of ASX-300 and New Zealand listed companies to be comprised of at least a majority of independent directors. Further, SSGA expects boards of ASX-300 listed companies to have at least one female board member . At all other Australian listed companies, SSGA expects boards to be comprised of at least one-third independent directors.
SSGAs broad criteria for director independence in Australia and New Zealand include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSGA also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSGA supports the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While SSGA is generally supportive of having the roles of chairman and CEO separated in the Australia and New Zealand markets, SSGA assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as company-specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
SSGA believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. ASX Corporate Governance Principles requires listed companies to have an audit committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. It also requires that the committee be chaired by an independent director who is not the chair of the board. SSGA holds Australian and New Zealand companies to its global standards for developed financial markets, by requiring that all members of the audit committee be independent directors.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. SSGA believes that executive pay should be determined by the board of directors and SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. ASX Corporate Governance Principles requires listed companies to have a remuneration committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. Since Australia has a non-binding vote on pay with a two-strike rule requiring a board spill vote in the event of a second strike, SSGA believes that the vote provides investors a mechanism to address concerns it may have on the quality of oversight provided by the board on remuneration issues. Accordingly SSGA voting guidelines accommodate local market practice.
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Indemnification and limitations on liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or to re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Shareholder Rights and Capital Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares without pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the timeframe for the repurchase. SSGA may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation. Proposals that are in the best interests of shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported. SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
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Proxy Voting and Engagement Guidelines
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSGA opposes anti-takeover defenses, such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term. Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and
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adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium: State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9002-INST-7542 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors (SSGA) European Proxy Voting and Engagement Guidelines i cover different corporate governance frameworks and practices in European markets excluding the United Kingdom and Ireland. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Proxy Voting and Engagement Guidelines in European markets address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in European markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in European companies, SSGA also considers guidance issued by the European Commission and country-specific governance codes and proactively monitors companies adherence to applicable guidance and requirements. Consistent with the diverse comply or explain expectations established by guidance and codes, SSGA encourages companies to proactively disclose their level of compliance with applicable guidance and requirements. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset
Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/reelection of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of STOXX Europe 600 listed companies to have at least one female board member.
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Proxy Voting and Engagement Guidelines
SSGAs broad criteria for director independence in European companies include factors such as:
| Participation in relatedparty transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; |
| Employee and government representatives; and |
| Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively. |
While, overall board independence requirements and board structures differ from market to market, SSGA considers voting against directors it deems nonindependent if overall board independence is below one third or overall independence is below fifty-percent after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. SSGA also assesses the division of responsibilities between chairman and CEO on a casebycase basis, giving consideration to factors such as overall level of independence on the board and general corporate governance standards in the company. SSGA may support a proposal to discharge the board, if a company fails to meet adequate governance standards or board level independence.
When considering the election or re-election of a non-executive director, SSGA also considers the number of outside board directorships a non-executive can undertake, attendance at board meetings, and cross-directorships. In addition, SSGA may vote against the election of a director whose biographical disclosures are insufficient to assess his or her role on the board and/or independence.
Although we generally are in favour of the annual election of directors, we recognise that director terms vary considerably in different European markets. SSGA may vote against article/bylaw changes that seek to extend director terms. In addition, in certain markets, SSGA may vote against directors if their director terms extend beyond four years.
SSGA believes companies should have relevant board level committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring
the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint.
In certain European markets it is not uncommon for the election of directors to be presented in a single slate. In these cases, where executives serve on the audit or the remuneration committees, SSGA may vote against the entire slate.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, with gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
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Proxy Voting and Engagement Guidelines
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital Related Issues
In some European markets, differential voting rights continue to exist. SSGA supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSGA believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSGA generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders. SSGA supports proposals to abolish voting caps and capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of
capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. SSGA may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Related Party Transactions
Certain companies in European markets have a controlled ownership structure and have complex cross-shareholdings between subsidiaries and parent companies (related companies). Such structures may result in the prevalence of related-party transactions between the company and its various stakeholders such as directors and management, subsidiaries and shareholders. In markets where shareholders are required to approve such transactions, SSGA expects
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companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses with legal
restrictions lacking in some markets. SSGA supports a one-share, one-vote policy, for example, given that dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. SSGA opposes unlimited share issuance authorizations as they may be used as anti-takeover devices, and they have the potential for substantial voting and earnings dilution. SSGA also monitors the duration of authorities to issue shares and whether there are restrictions and caps on multiple issuance authorities during the specified time periods. SSGA opposes anti-takeover defenses such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
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NonExecutive Director Pay
In European markets, authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
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ID9003-INST-7544 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Japan
State Street Global Advisors (SSGA) Japan Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with SSGAs overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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State Street Global Advisors (SSGA) Proxy Voting and Engagement Guidelines in Japan address areas including: board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in Japan, SSGA takes into consideration the unique aspects of Japanese corporate governance structures. We recognize that under Japanese corporate law, companies may choose between two structures of corporate governance: the statutory auditor system or the committee structure. Most Japanese boards predominantly consist of executives and non-independent outsiders affiliated through commercial relationships or cross-shareholdings. Nonetheless, when evaluating companies, SSGA expects Japanese companies to address conflicts of interest, risk management and demonstrate an effective process for monitoring management. In its analysis and research into corporate governance issues in Japanese companies, SSGA also considers guidance issued by the Corporate Law Subcommittee of the Legislative Council within the Ministry of Justice as well as private study groups.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, and environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with Japans Stewardship Code and Corporate Governance Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of TOPIX 500 listed companies to have at least one female board member.
Japanese companies have the option of having a traditional board of directors with statutory auditors, a board with a committee structure, or a hybrid board with board level audit committee. SSGA will generally support companies that seek shareholder approval to adopt a committee or hybrid board structure.
Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors act in a quasi-compliance role as they are not involved in strategic decision-making nor are they part of the formal management decision process. Statutory auditors attend board meetings but do not have
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voting rights at the board; however, they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
SSGA will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on SSGA criteria, the outside statutory auditor has attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review, or the statutory auditor has been remiss in the performance of their oversight responsibilities (fraud, criminal wrongdoing and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors, however, SSGA believes there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| SSGA believes that boards of TOPIX 500 companies should have at least three independent directors or be at least one-third independent, whichever requires fewer independent directors, otherwise, SSGA may oppose the top executive who is responsible for the director nomination process; and |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, SSGA may oppose the top executive, if the board does not have at least two independent directors. |
| For non-controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, SSGA may oppose the top executive, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, SSGA also takes into consideration the overall independence level of the committees. In determining director independence, SSGA considers the following factors:
| Participation in related-party transactions and other business relations with the company; |
| Past employment with the company; |
| Provides professional services to the company; and |
| Family ties with the company. |
Regardless of board structure, SSGA may oppose the election of a director for the following reasons:
| Failure to attend board meetings; or |
| In instances of egregious actions related to a directors service on the board. |
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors and statutory auditors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. SSGA believes limitations and indemnification are necessary to attract and retain qualified directors.
Audit Related Items
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should have the opportunity to vote on their appointment at the annual meeting.
Ratifying External Auditors
SSGA will generally support the appointment of external auditors unless the external auditor is perceived as being non-independent and there are concerns about the accounts presented and the audit procedures followed.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
Capital Structure, Reorganization and Mergers
SSGA supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSGA supports proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
SSGA believes pre-emption rights should be introduced for shareholders in order to provide adequate protection
from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSGA generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders.
However, SSGA will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
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Increase in Authorized Capital
SSGA generally supports increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, SSGA may oppose the request if the increase in authorized capital exceeds 100 percent of the currently authorized capital. Where share issuance requests exceed our standard threshold, SSGA will consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Share Repurchase Programs
Companies are allowed under Japan Corporate Law to amend their articles to authorize the repurchase of shares at the boards discretion. SSGA will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. SSGA believes the company should seek shareholder approval for a share repurchase program at each years AGM, providing shareholders the right to evaluate the purpose of the repurchase.
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the timeframe for the repurchase. SSGA may vote against share repurchase requests that allow share repurchases during a takeover period.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA evaluates mergers and structural reorganizations on a case-by-case basis. SSGA will generally support transactions
that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
In general, SSGA believes that adoption of poison pills that have been structured to protect management and to prevent takeover bids from succeeding is not in shareholders interest. A shareholder rights plan may lead to management entrenchment and discourage legitimate tender offers and acquisitions. Even if the premium paid to companies with a shareholder rights plan is higher than that offered to unprotected firms, a companys chances of receiving a takeover offer in the first place may be reduced by the presence of a shareholder rights plan.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
In evaluating the adoption or renewal of a Japanese issuers shareholder rights plans (poison pill), SSGA considers the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in
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advance of meeting, (ii) minimum trigger, flip-in or flip-over of 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, (vii) no other protective or entrenchment features. Additionally, SSGA considers the total duration a shareholder rights plan has been in effect.
In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, SSGA will also evaluate and consider supporting proposals where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers.
Compensation
In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of connection between pay and performance. Fixed salaries and cash retirement bonuses tend to comprise a significant portion of the compensation structure while performance-based pay is generally a small portion of the total pay. SSGA, where possible, seeks to encourage the use of performance based compensation in Japan as an incentive for executives and as a way to align interests with shareholders.
Approve Adjustment to Aggregate Compensation Ceiling for Directors
Remuneration for directors is generally reasonable. Typically, each company sets the director compensation parameters as an aggregate thereby limiting the total pay to all directors. When requesting a change, a company must disclose the last time the ceiling was adjusted and management provides the rationale for the ceiling increase. SSGA will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. SSGA may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
Approve Annual Bonuses for Directors/ Statutory Auditors
In Japan, since there are no legal requirements that mandate companies to seek shareholder approval before awarding a bonus, SSGA believes that existing shareholder approval of the bonus should be considered best practice. As a result, SSGA supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Approve Retirement Bonuses for Directors/ Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based on board tenure. While many companies in Japan have abolished this practice, there remain many proposals seeking shareholder
approval for the total amounts paid to directors and statutory auditors as a whole. In general, SSGA supports these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Approve Stock Plan
Most option plans in Japan are conservative, particularly at large companies. Japan corporate law requires companies to disclose the monetary value of the stock options for directors and/or statutory auditors. Some companies do not disclose the maximum number of options that can be issued per year and shareholders are unable to evaluate the dilution impact. In this case, SSGA cannot calculate the dilution level and, therefore, SSGA may oppose such plans for poor disclosure. SSGA also opposes plans that allow for the repricing of the exercise price.
Deep Discount Options
As Japanese companies move away from the retirement bonus system, deep discount options plans have become more popular. Typically, the exercise price is set at JPY 1 per share. SSGA evaluates deep discount options using the same criteria used to evaluate stock options as well as considering the vesting period.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
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Miscellaneous/Routine Items
Expansion of Business Activities
Japanese companies articles of incorporation strictly define the types of businesses in which a company is permitted to engage. In general, SSGA views proposals to expand and diversify the companys business activities as routine and non-contentious. SSGA will monitor instances where there has been an inappropriate acquisition and diversification away from the companys main area of competence, which resulted in a decrease of shareholder value.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its SSGA relationship manager.
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For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent
© 2017 State Street Corporation. All Rights Reserved.
ID9004-INST-7547 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors (SSGA), United Kingdom and Ireland Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in the United Kingdom and Ireland. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) United Kingdom (UK) and Ireland Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the UK and Ireland, SSGA expects all companies, regardless of domicile, that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange to comply with the UK Corporate Governance Code and proactively monitors companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, SSGA encourages companies to proactively disclose their level of compliance with the Code. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law,
remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices.SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of FTSE-350 listed companies to have at least one female board member.
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SSGAs broad criteria for director independence in UK companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Excessive tenure and a preponderance of long-tenured directors; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; and |
| If the company classifies the director as non-independent. |
When considering the election or re-election of a director, SSGA also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. SSGA supports the annual election of directors.
While SSGA is generally supportive of having the roles of chairman and CEO separated in the UK market, SSGA assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
SSGA believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA will vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight
of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, with gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if an adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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Shareholder Rights and Capital Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. SSGA may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the
corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize share-holder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSGA opposes anti-takeover defenses such as authorities for the board when subject to a hostile takeover to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term.
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Proxy Voting and Engagement Guidelines
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration policies and reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure.
Equity Incentives Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company- by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance
shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
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Proxy Voting and Engagement Guidelines
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9006-INST-7551 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Rest of the World
State Street Global Advisors (SSGA) Rest of the World Proxy Voting and Engagement Guidelines i cover different corporate governance frameworks and practices in international markets not covered under specific country/regional guidelines. These guidelines complement and should be read in conjunction with SSGAs overarching Global Proxy Voting and Engagement Principles which provides a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
At State Street Global Advisors (SSGA), we recognize that countries in international markets not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. Concurrent with developing a company specific voting and engagement program, SSGA also evaluates the various factors that play into the corporate governance framework of a country. These factors include but are not limited to: (i) the macroeconomic conditions and broader political system in a country; (ii) quality of regulatory oversight, enforcement of property and shareholder rights; and (iii) the independence of judiciary. While emerging market countries tend to pose broad common governance issues across all markets, such as concentrated ownership, poor disclosure of financial and related-party transactions, and weak enforcement of rules and regulation, SSGAs proxy voting guidelines are designed to identify and address specific governance concerns in each market.
SSGAs Proxy Voting and Engagement Philosophy in Emerging Markets
SSGAs approach to proxy voting and issuer engagement in emerging markets is designed to increase the value of our investments through the mitigation of governance risks. Since the overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country, improving the macro governance framework in a country may help reduce governance risks, in turn, increasing the overall value of SSGAs holdings over time. Therefore, in order to improve the overall governance framework and practices in a country, members of our proxy voting and engagement team endeavor to visit emerging market countries and meet with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in emerging markets. To help mitigate company specific risk, the SSGA Asset Stewardship Team works alongside members of the active fundamental and emerging market teams to engage with emerging market companies on governance issues and address any specific concerns or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. This integrated approach to engagement drives SSGAs proxy voting and engagement philosophy in emerging markets.
SSGAs proxy voting guidelines in emerging markets addresses six broad areas:
| Directors and Boards; |
| Accounting and Audit Related Issues; |
| Shareholder Rights and Capital Related Issues; |
| Remuneration; |
| Environmental and Social Issues; and |
| General/Routine Issues. |
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. However, several factors such as low overall independence level requirements by market regulators, poor biographical disclosure of director profiles, prevalence of related-party transactions and the general resistance from controlling shareholders to increase board independence renders the election of directors as one of the most important fiduciary duties SSGA performs in emerging market companies.
SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. SSGA expects companies to meet minimum overall board indepdence standards as defined in a corporate governance code or market practice. Therfore, in several countries, SSGA will vote against select non-independent directors if overall board indepdence levels do not meet market standards.
SSGAs broad criteria for director independence in emerging market companies include factors such as:
| Participation in related-party transactions; |
| Employment history with company; |
| Relations with controlling shareholders and other employees; and |
| Attendance levels. |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, SSGA believes companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence
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as well as their effectiveness and resource levels. Based on our desire to enhance the quality of financial and accounting oversight provided by independent directors, SSGA expects that listed companies have an audit committee that is constituted of a majority of independent directors.
Audit Related Issues
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of internal controls and the independence of the audit process are essential if investors are to rely on financial statements. SSGA believes that audit committees provide the necessary oversight on the selection and appointment of auditors, a companys internal controls and accounting policies, and the overall audit process. In emerging markets, SSGA encourages boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. SSGA believes that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital Related Issues
SSGA believes that changes to a companys capital structure such as changes in authorized share capital, share repurchase and debt issuances are critical decisions made by the board. SSGA believes the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transcations
Most companies in emerging markets have a controlled ownership structure that often include complex cross-shareholdings between subsidiaries and parent companies (related companies). As a result, there is a high prevalence of related-party transactions between the company and its various stakeholders such as directors and management. In addition, inter-group loan and loan guarantees provided to related companies are some of the other related-party transactions that increase the risk profile of companies. In markets where shareholders are required to approve such transactions, SSGA expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA encourages companies to describe the level of independent board
oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Share Repurchase Programs
With regard to share repurchase programs, SSGA expects companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA evaluates mergers and structural reorganizations on a case-by-case basis. SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
SSGA will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
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Remuneration
SSGA considers it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive remuneration; there should be a direct relationship between executive compensation and company performance over the long-term. In emerging markets we encourage companies to disclose information on senior executive remuneration.
With regard to director remuneration, SSGA supports director pay provided the amounts are not excessive relative to other issuers in the market or industry and are not overly dilutive to existing shareholders.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change. In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
In emerging markets, shareholders seldom vote on environmental and social issues. Therefore, SSGA addresses a companys approach to identifying and managing environmental and social risks stemming for various aspects of its operations in its one-on-one engagement with companies.
General/Routine Issues
Some of the other issues that are routinely voted on in emerging markets include approving the allocation of income and accepting financial statements and statutory reports. For these voting items, SSGAs guidelines consider several factors including historical dividend payouts, pending litigation, governmental investigations, charges of fraud or other indication of significant concerns.
State Street Global Advisors | C-52 |
Proxy Voting and Engagement Guidelines
ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9005-INST-7548 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
State Street Global Advisors | C-53 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2018
Fund | TICKER | |||
STATE STREET EQUITY 500 INDEX FUND |
||||
Administrative Shares |
(STFAX | ) | ||
Class R Shares |
(SSFRX | ) | ||
Service Shares |
(STBIX | ) | ||
Class A |
(SSSVX | ) | ||
Class I |
(SSSWX | ) | ||
Class K |
(SSSYX | ) | ||
STATE STREET AGGREGATE BOND INDEX FUND |
||||
Class A |
(SSFCX | ) | ||
Class I |
(SSFDX | ) | ||
Class K |
(SSFEX | ) | ||
STATE STREET GLOBAL EQUITY EX-U.S. INDEX FUND |
||||
Class A |
(SSGHX | ) | ||
Class I |
(SSGJX | ) | ||
Class K |
(SSGLX | ) | ||
STATE STREET TARGET RETIREMENT 2015 FUND |
||||
Class A |
(SSBBX | ) | ||
Class I |
(SSBFX | ) | ||
Class K |
(SSBHX | ) | ||
STATE STREET TARGET RETIREMENT 2020 FUND |
||||
Class A |
(SSBJX | ) | ||
Class I |
(SSBNX | ) | ||
Class K |
(SSBOX | ) |
1
Fund |
TICKER | |||
STATE STREET TARGET RETIREMENT 2025 FUND |
||||
Class A |
(SSBPX | ) | ||
Class I |
(SSBRX | ) | ||
Class K |
(SSBSX | ) | ||
STATE STREET TARGET RETIREMENT 2030 FUND |
||||
Class A |
(SSBUX | ) | ||
Class I |
(SSBWX | ) | ||
Class K |
(SSBYX | ) | ||
STATE STREET TARGET RETIREMENT 2035 FUND |
||||
Class A |
(SSBZX | ) | ||
Class I |
(SSCJX | ) | ||
Class K |
(SSCKX | ) | ||
STATE STREET TARGET RETIREMENT 2040 FUND |
||||
Class A |
(SSCLX | ) | ||
Class I |
(SSCNX | ) | ||
Class K |
(SSCQX | ) | ||
STATE STREET TARGET RETIREMENT 2045 FUND |
||||
Class A |
(SSCUX | ) | ||
Class I |
(SSDDX | ) | ||
Class K |
(SSDEX | ) | ||
STATE STREET TARGET RETIREMENT 2050 FUND |
||||
Class A |
(SSDFX | ) | ||
Class I |
(SSDJX | ) | ||
Class K |
(SSDLX | ) | ||
STATE STREET TARGET RETIREMENT 2055 FUND |
||||
Class A |
(SSDMX | ) | ||
Class I |
(SSDOX | ) | ||
Class K |
(SSDQX | ) | ||
STATE STREET TARGET RETIREMENT 2060 FUND |
||||
Class A |
(SSDTX | ) | ||
Class I |
(SSDWX | ) | ||
Class K |
(SSDYX | ) | ||
STATE STREET TARGET RETIREMENT FUND |
||||
Class A |
(SSFLX | ) | ||
Class I |
(SSFNX | ) | ||
Class K |
(SSFOX | ) | ||
STATE STREET EMERGING MARKETS EQUITY INDEX FUND |
||||
Class A |
(SSUEX | ) | ||
Class I |
(SSLEX | ) | ||
Class K |
(SSKEX | ) | ||
STATE STREET SMALL/MID CAP EQUITY INDEX FUND |
||||
Class A |
(SSMJX | ) | ||
Class I |
(SSMLX | ) | ||
Class K |
(SSMKX | ) | ||
STATE STREET HEDGED INTERNATIONAL DEVELOPED EQUITY INDEX FUND |
||||
Class A |
(SSHEX | ) | ||
Class I |
(SSHNX | ) | ||
Class K |
(SSHQX | ) |
2
Fund |
TICKER | |||
STATE STREET INTERNATIONAL DEVELOPED EQUITY INDEX FUND |
||||
Class A |
(SSIHX | ) | ||
Class I |
(SSIKX | ) | ||
Class K |
(SSIWX | ) | ||
STATE STREET DISCIPLINED GLOBAL EQUITY FUND |
||||
Class A |
(SSGGX | ) | ||
Class I |
(SSGMX | ) | ||
Class K |
(SSGKX | ) | ||
STATE STREET DISCIPLINED U.S. EQUITY FUND |
||||
Class A |
(SSJAX | ) | ||
Class I |
(SSJIX | ) | ||
Class K |
(SSJKX | ) | ||
STATE STREET DISCIPLINED INTERNATIONAL EQUITY FUND |
||||
Class A |
(SSZAX | ) | ||
Class I |
(SSZIX | ) | ||
Class K |
(SSZKX | ) | ||
STATE STREET GLOBAL VALUE SPOTLIGHT FUND |
||||
Class A |
( | ) | ||
Class I |
( | ) | ||
Class K |
(SIAKX | ) | ||
STATE STREET INTERNATIONAL VALUE SPOTLIGHT FUND |
||||
Class A |
( | ) | ||
Class I |
( | ) | ||
Class K |
(SIVSX | ) | ||
STATE STREET EUROPEAN VALUE SPOTLIGHT FUND |
||||
Class A |
( | ) | ||
Class I |
( | ) | ||
Class K |
(SIBKX | ) | ||
STATE STREET ASIA PACIFIC VALUE SPOTLIGHT FUND |
||||
Class A |
( | ) | ||
Class I |
( | ) | ||
Class K |
(SIDKX | ) | ||
STATE STREET U.S. VALUE SPOTLIGHT FUND |
||||
Class A |
( | ) | ||
Class I |
( | ) | ||
Class K |
(SIEKX | ) |
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2018, as may be revised and/or supplemented from time to time thereafter for each of the Funds listed above (each, a Prospectus and collectively, the Prospectuses).
The SAI is not a prospectus and should be read in conjunction with the Prospectuses. A copy of each Prospectus can be obtained free of charge by calling (866) 392-0869 or by written request to the Trust at the address listed above.
The Trusts audited financial statements for the fiscal year ended December 31, 2017, including the independent registered public accounting firm reports thereon, are included in the Trusts annual reports and are incorporated into this SAI by reference. Copies of the Trusts annual reports and semiannual reports are available, without charge, upon request, by calling (866) 392-0869 or by written request to the Trust at the address above.
3
5 | ||||
7 | ||||
8 | ||||
31 | ||||
45 | ||||
45 | ||||
61 | ||||
76 | ||||
78 | ||||
81 | ||||
82 | ||||
82 | ||||
94 | ||||
94 | ||||
A-1 | ||||
B-1 | ||||
Appendix C - Advisers and Sub-Advisers Proxy Voting Procedures and Guidelines |
C-1 |
4
The Trust was organized as a business trust under the laws of The Commonwealth of Massachusetts on February 16, 2000.
The Trust is an open-end management investment company. The Trust includes the following diversified series:
| State Street Equity 500 Index Fund (the Equity 500 Index Fund); |
| State Street Aggregate Bond Index Fund (the Aggregate Bond Index Fund); |
| State Street Institutional Liquid Reserves Fund; |
| State Street Institutional U.S. Government Money Market Fund; |
| State Street Institutional Treasury Money Market Fund; |
| State Street Institutional Treasury Plus Money Market Fund; |
| State Street Treasury Obligations Money Market Fund; |
| State Street Target Retirement Fund (the Retirement Fund); |
| State Street Target Retirement 2015 Fund (the Target Retirement 2015 Fund); |
| State Street Target Retirement 2020 Fund (the Target Retirement 2020 Fund); |
| State Street Target Retirement 2025 Fund (the Target Retirement 2025 Fund); |
| State Street Target Retirement 2030 Fund (the Target Retirement 2030 Fund); |
| State Street Target Retirement 2035 Fund (the Target Retirement 2035 Fund); |
| State Street Target Retirement 2040 Fund (the Target Retirement 2040 Fund); |
| State Street Target Retirement 2045 Fund (the Target Retirement 2045 Fund); |
| State Street Target Retirement 2050 Fund (the Target Retirement 2050 Fund); |
| State Street Target Retirement 2055 Fund (the Target Retirement 2055 Fund); |
| State Street Target Retirement 2060 Fund (the Target Retirement 2060 Fund); |
| State Street Global Equity ex-U.S. Index Fund (the Global Equity ex-U.S. Index Fund); |
| State Street Emerging Markets Equity Index Fund (the Emerging Markets Equity Index Fund); |
| State Street Equity 500 Index II Portfolio (the Equity 500 Index II Portfolio); |
| State Street Aggregate Bond Index Portfolio (the Aggregate Bond Index Portfolio); |
| State Street Global Equity ex-U.S. Index Portfolio (the Global Equity ex-U.S. Index Portfolio); |
| State Street Hedged International Developed Equity Index Fund (the Hedged International Developed Equity Index Fund); |
| State Street International Developed Equity Index Fund (the International Developed Equity Index Fund); |
| State Street Small/Mid Cap Equity Index Fund (the Small/Mid Cap Equity Index Fund); |
| State Street Small/Mid Cap Equity Index Portfolio (the Small/Mid Cap Equity Index Portfolio); |
| State Street Cash Reserves Fund; |
| State Street Cash Reserves Portfolio; |
| State Street Conservative Income Fund; |
| State Street Conservative Income Portfolio; |
| State Street Ultra Short Term Bond Fund; |
| State Street Ultra Short Term Bond Portfolio; |
| State Street Disciplined Global Equity Fund (the Disciplined Global Equity Fund); |
5
| State Street Disciplined U.S. Equity Fund (the Disciplined U.S. Equity Fund); |
| State Street Disciplined International Equity Fund (the Disciplined International Equity Fund). |
The Trust includes the following non-diversified series:
| State Street Global Value Spotlight Fund (the Global Value Spotlight Fund); |
| State Street International Value Spotlight Fund (the International Value Spotlight Fund); |
| State Street European Value Spotlight Fund (the European Value Spotlight Fund); |
| State Street Asia Pacific Value Spotlight Fund (the Asia Pacific Value Spotlight Fund); and |
| State Street U.S. Value Spotlight Fund (the U.S. Value Spotlight Fund). |
The Equity 500 Index Fund, the Aggregate Bond Index Fund, the Global Equity ex-U.S. Index Fund, the Retirement Fund, the Target Retirement 2015 Fund, the Target Retirement 2020 Fund, the Target Retirement 2025 Fund, the Target Retirement 2030 Fund, the Target Retirement 2035 Fund, the Target Retirement 2040 Fund, the Target Retirement 2045 Fund, the Target Retirement 2050 Fund, the Target Retirement 2055 Fund, the Target Retirement 2060 Fund, the Small/Mid Cap Equity Index Fund, the Emerging Markets Equity Index Fund, the Hedged International Developed Equity Index Fund, the International Developed Equity Index Fund, the Disciplined Global Equity Fund, the Disciplined U.S. Equity Fund and the Disciplined International Equity Fund, the Global Value Spotlight Fund, the International Value Spotlight Fund, the European Value Spotlight Fund, the Asia Pacific Value Spotlight Fund and the U.S. Value Spotlight Fund are referred to in this SAI as the Funds, and each Fund may be referred to in context as the Fund.
The Equity 500 Index Fund, Aggregate Bond Index Fund, the Global Equity ex-U.S. Index Fund, the Small/Mid Cap Equity Index Fund, the Emerging Markets Equity Index Fund, the Hedged International Developed Equity Index Fund and the International Developed Equity Index Fund are referred to in this SAI as the Index Funds. The Retirement Fund, Target Retirement 2015 Fund, Target Retirement 2020 Fund, Target Retirement 2025 Fund, Target Retirement 2030 Fund, Target Retirement 2035 Fund, Target Retirement 2040 Fund, Target Retirement 2045 Fund, Target Retirement 2050 Fund, Target Retirement 2055 Fund and Target Retirement 2060 Fund are referred to collectively in this SAI as the Target Retirement Funds.
6
Each Fund listed below as a feeder fund (each a Feeder Fund and collectively the Feeder Funds) seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding master portfolio in the Trust or, as indicated below, the SSGA Active Trust or State Street Master Funds that has substantially similar investment strategies to those of the Feeder Fund. The table below shows the respective Portfolio in which each Feeder Fund invests. All Portfolios together are referred to in this SAI as the Portfolios and each Portfolio may be referred to in context as the Portfolio as appropriate.
Feeder Fund | Master Portfolio | |
Equity 500 Index Fund | Equity 500 Index II Portfolio | |
Aggregate Bond Index Fund | Aggregate Bond Index Portfolio | |
Global Equity ex-U.S. Index Fund | Global Equity ex-U.S. Index Portfolio | |
Small/Mid Cap Equity Index Fund | Small/Mid Cap Equity Index Portfolio | |
International Developed Equity Index Fund | State Street International Developed Equity Index Portfolio (International Developed Equity Index Portfolio)* | |
Disciplined Global Equity Fund | State Street Disciplined Global Equity Portfolio (Disciplined Global Equity Portfolio)** |
* | This Portfolio is in the State Street Master Funds. |
** | This Portfolio is in the SSGA Active Trust. |
The Hedged International Developed Equity Index Fund seeks to gain its investment exposure to the constituents of the MSCI EAFE (Europe, Australasia, Far East) 100% Hedged to USD Index by investing in the International Developed Equity Index Portfolio. In managing its portfolio of investments, the Portfolio may purchase various securities and investment related instruments and make use of various investment techniques, including, but not limited to, those described below.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Each Funds Prospectus contains information about the investment objective and policies of that Fund. This SAI should only be read in conjunction with the Prospectus of the Fund or Funds in which you intend to invest.
In addition to the principal investment strategies and the principal risks of the Funds and Portfolios described in each Funds Prospectus, a Fund or Portfolio may employ other investment practices and may be subject to additional risks, which are described below. In reviewing these practices of the Feeder Funds, you should assume that the practices of the corresponding Portfolio are the same in all material respects.
Each Target Retirement Fund seeks to achieve its investment objective by investing in a combination of domestic and international mutual funds sponsored by SSGA Funds Management, Inc. (the Adviser or SSGA FM) or its affiliates (Underlying Funds) using an asset allocation strategy. In managing their portfolios of investments, the Underlying Funds may purchase various securities and investment related instruments and make use of various investment techniques, including, but not limited to, those described below. Except as otherwise stated, references in this section to the Funds, each Fund, or a Fund may, as applicable, refer to the Funds, one or more Underlying Funds, or more than one of the foregoing.
Additional Information Concerning the MSCI All Country World Index ex USA (the MSCI Index)
The Global Equity ex-U.S. Index Fund is not sponsored, endorsed, sold or promoted by Morgan Stanley Capital International Inc. (MSCI). MSCI makes no representation or warranty, express or implied, to the owners of shares of the Global Equity ex-U.S. Index Fund or any member of the public regarding the advisability of investing in securities generally or in the Global Equity ex-U.S. Index Fund particularly or the ability of the MSCI Index to track general performance. MSCIs only relationship to the Global Equity ex-U.S. Index Fund is the licensing of certain trademarks and trade names of MSCI and of the MSCI Index, which is determined, composed and calculated by MSCI without regard to the Global Equity ex-U.S. Index Fund. MSCI has no obligation to take the needs of the Global Equity ex-U.S. Index Fund or the owners of shares of the Global Equity ex-U.S. Index Fund into consideration in determining, composing or calculating the MSCI Index. MSCI is not responsible for and has not participated in the determination of the price and number of shares of the Global Equity ex-U.S. Index Fund or the timing of the issuance or sale of shares of Global Equity ex-U.S. Index Fund, or calculation of the equation by which shares of the Global Equity ex-U.S. Index Fund are redeemable for cash. MSCI has no obligation or liability in connection with the administration, marketing or trading of shares of the Global Equity ex-U.S. Index Fund.
MSCI does not guarantee the accuracy or the completeness of the MSCI Index or any data included therein and MSCI shall have no liability for any errors, omissions or interruptions therein. MSCI makes no warranty, express or implied, as to results to be obtained by the Global Equity ex-U.S. Index Fund, owners of shares of the Global Equity ex-U.S. Index Fund or any other person or entity from
7
the use of the MSCI Index or any data included therein. MSCI makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the MSCI Index or any data included therein. Without limiting any of the foregoing, in no event shall MSCI have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.
ADDITIONAL INVESTMENTS AND RISKS
To the extent consistent with its investment objective and restrictions, each Fund or Portfolio may invest in the following instruments and use the following techniques, and is subject to the following additional risks.
Bonds
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest a portion of their assets in bonds. A bond is an interest-bearing security issued by a company, governmental unit or, in some cases, a non-U.S. entity. The issuer of a bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bonds face value) periodically or on a specified maturity date; provided, however, a zero coupon bond pays no interest to its holder during its life. The value of a zero coupon bond to a Fund consists of the difference between such bonds face value at the time of maturity and the price for which it was acquired, which may be an amount significantly less than its face value (sometimes referred to as a deep discount price).
An issuer may have the right to redeem or call a bond before maturity, in which case the investor may have to reinvest the proceeds at lower market rates. Most bonds bear interest income at a coupon rate that is fixed for the life of the bond. The value of a fixed rate bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly, a fixed rate bonds yield (income as a percent of the bonds current value) may differ from its coupon rate as its value rises or falls. Fixed rate bonds generally are also subject to inflation risk, which is the risk that the value of the bond or income from the bond will be worth less in the future as inflation decreases the value of money. This could mean that, as inflation increases, the real value of the assets of a Fund holding fixed rate bonds can decline, as can the value of the Funds distributions. Other types of bonds bear income at an interest rate that is adjusted periodically. Because of their adjustable interest rates, the value of floating-rate or variable-rate bonds fluctuates much less in response to market interest rate movements than the value of fixed rate bonds. A Fund may treat some of these bonds as having a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on a corporations earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuers general creditworthiness) or secured (also backed by specified collateral).
The investment return of corporate bonds reflects interest on the bond and changes in the market value of the bond. The market value of a corporate bond may be affected by the credit rating of the corporation, the corporations performance and perceptions of the corporation in the market place. There is a risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by such a security.
Cash Reserves
Each Fund may hold portions of its assets in short-term debt instruments with remaining maturities of 397 days or less pending investment or to meet anticipated redemptions and day-to-day operating expenses. Short-term debt instruments consist of: (i) short-term obligations of the U.S. Government, its agencies, instrumentalities, authorities or political subdivisions; (ii) other short-term debt securities rated at the time of purchase Aa or higher by Moodys Investors Service, Inc. (Moodys) or AA or higher by S&P or, if unrated, of comparable quality in the opinion of SSGA FM; (iii) commercial paper; (iv) bank obligations, including negotiable certificates of deposit, time deposits and bankers acceptances; and (v) repurchase agreements.
Cleared Derivatives Transactions
Under recently adopted rules and regulations, transactions in some types of swaps are required to be centrally cleared. In a cleared derivatives transaction, a Funds counterparty to the transaction is a central derivatives clearing organization, or clearing house, rather than a bank or broker. Because the Funds are not members of a clearing house, and only members of a clearing house can participate directly in the clearing house, the Funds hold cleared derivatives through accounts at clearing members. In cleared derivatives transactions, a Fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients obligations to the clearing house. Centrally cleared derivative arrangements may be less favorable to a Fund than bilateral (non-cleared) arrangements. For example, a Fund may be required to provide greater amounts of margin for cleared derivatives transactions than for bilateral derivatives transactions. Also, in contrast to bilateral derivatives transactions, in some cases following a period of notice to a Fund, a clearing member generally can require termination of existing cleared derivatives transactions at any time or an increase in margin requirements above the margin
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that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions or to terminate transactions at any time. A Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or which the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on a Funds behalf. In that case, the transaction might have to be terminated, and a Fund could lose some or all of the benefit of the transaction, including loss of an increase in the value of the transaction and loss of hedging protection. In addition, the documentation governing the relationship between a Fund and clearing members is drafted by the clearing members and generally is less favorable to a Fund than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Fund in favor of the clearing member for losses the clearing member incurs as the Funds clearing member. Also, such documentation typically does not provide the Fund any remedies if the clearing member defaults or becomes insolvent.
Counterparty risk with respect to derivatives has been and will continue to be affected by new rules and regulations relating to the derivatives market. With respect to a centrally cleared transaction, a party is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position. Credit risk of market participants with respect to centrally cleared derivatives is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A clearing member is obligated by contract and regulation to segregate all funds received from customers with respect to cleared derivatives positions from the clearing members proprietary assets. However, all funds and other property received by a clearing member from its customers with respect to cleared derivatives are generally held by the clearing member on a commingled basis in an omnibus account (which can be invested in instruments permitted under the regulations). Therefore, a Fund might not be fully protected in the event of the bankruptcy of the Funds clearing member because the Fund would be limited to recovering only a pro rata share of the funds held by the clearing member on behalf of customers, with a claim against the clearing member for any deficiency. Also, the clearing member is required to transfer to the clearing house the amount of margin required by the clearing house for cleared derivatives, which amount is generally held in an omnibus account at the clearing house for all customers of the clearing member. Regulations promulgated by the CFTC require that the clearing member notify the clearing house of the initial margin provided by the clearing member to the clearing house that is attributable to each customer. However, if the clearing member does not accurately report the Funds initial margin, the Fund is subject to the risk that a clearing house will use the assets attributable to it in the clearing houses omnibus account to satisfy payment obligations a defaulting customer of the clearing member has to the clearing house. In addition, clearing members generally provide the clearing house the net amount of variation margin required for cleared swaps for all of its customers, rather than individually for each customer. A Fund is therefore subject to the risk that a clearing house will not make variation margin payments owed to the Fund if another customer of the clearing member has suffered a loss and is in default, and the risk that the Fund will be required to provide additional variation margin to the clearing house before the clearing house will move the Funds cleared derivatives positions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Fund, or in the event of fraud or misappropriation of customer assets by a clearing member, the Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.
Swap Execution Facilities
Certain derivatives contracts are required to be executed through swap execution facilities (SEFs). A SEF is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. Such requirements may make it more difficult and costly for investment funds, such as a Fund, to enter into highly tailored or customized transactions. Trading swaps on a SEF may offer certain advantages over traditional bilateral over-the-counter trading, such as ease of execution, price transparency, increased liquidity and/or favorable pricing. Execution through a SEF is not, however, without additional costs and risks, as parties are required to comply with SEF and CFTC rules and regulations, including disclosure and recordkeeping obligations, and SEF rights of inspection, among others. SEFs typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. A Fund also may be required to indemnify a SEF, or a broker intermediary who executes swaps on a SEF on the Funds behalf, against any losses or costs that may be incurred as a result of the Funds transactions on the SEF. In addition, a Fund may be subject to execution risk if it enters into a derivatives transaction that is required to be cleared, and no clearing member is willing to clear the transaction on the Funds behalf. In that case, the transaction might have to be terminated, and the Fund could lose some or all of the benefit of any increase in the value of the transaction after the time of the trade.
Risks Associated with Derivatives Regulation
The U.S. government has enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union and some other countries are implementing similar requirements, which will affect a Fund when it enters into a derivatives transaction with a counterparty organized in that country or otherwise subject to that countrys derivatives regulations. Clearing rules and other new rules and regulations could, among other things, restrict a Funds
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ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. While the new rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Funds to new kinds of costs and risks.
For example, in the event of a counterpartys (or its affiliates) insolvency, a Funds ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new special resolution regimes adopted in the United States, the European Union and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect to counterparties who are subject to such proceedings in the European Union, the liabilities of such counterparties to the Funds could be reduced, eliminated, or converted to equity in such counterparties (sometimes referred to as a bail in).
Additionally, U.S. regulators, the EU and certain other jurisdictions have adopted minimum margin and capital requirements for uncleared derivatives transactions. It is expected that these regulations will have a material impact on a Funds use of uncleared derivatives. These rules impose minimum margin requirements on derivatives transactions between a Fund and its counterparties and may increase the amount of margin a Fund is required to provide. They impose regulatory requirements on the timing of transferring margin and the types of collateral that parties are permitted to exchange.
These and other regulations are new and evolving, so their potential impact on the Funds and the financial system are not yet known.
Commodities
General . The Funds may invest in commodities. There are several additional risks associated with transactions in commodity futures contracts, swaps on commodity futures contracts, commodity forward contracts and other commodities instruments. In the commodity instruments markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling commodity instruments today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same commodity instrument, the commodity producer generally must sell the commodity instrument at a lower price than the expected future spot price. Conversely, if most hedgers in the commodity instruments market are purchasing commodity instruments to hedge against a rise in prices, then speculators will only sell the other side of the commodity instrument at a higher future price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Funds. If the nature of hedgers and speculators in commodity instruments markets has shifted when it is time for a Fund to reinvest the proceeds of a maturing contract in a new commodity instrument, the Fund might reinvest at a higher or lower future price, or choose to pursue other investments. The commodities which underlie commodity instruments may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject a Funds investments to greater volatility than other investments. Also, unlike the financial instruments markets, in the commodity instruments markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity instruments contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while a Fund is invested in instruments on that commodity, the value of the commodity instrument may change proportionately.
A Funds ability to invest in commodity-linked investments may be limited by the Funds intention to qualify as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code) and could bear on the ability of a Fund to so qualify. See Taxation of the Funds below.
Commodity-Linked Investments . The Funds may invest in commodity-linked investments. The Funds may seek to provide exposure to the investment returns of real assets that trade in the commodity markets through commodity-linked derivative securities, such as structured notes, discussed below, which are designed to provide this exposure without direct investment in physical commodities or commodities futures contracts. Real assets are assets such as oil, gas, industrial and precious metals, livestock, and agricultural or meat products, or other items that have tangible properties, as compared to stocks or bonds, which are financial instruments. In choosing investments, the Adviser seeks to provide exposure to various commodities and commodity sectors. The value of commodity-linked derivative securities held by a Fund may be affected by a variety of factors, including, but not limited to, overall market movements and other factors affecting the value of particular industries or commodities, such as weather, disease, embargoes, acts of war or terrorism, or political and regulatory developments.
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The prices of commodity-linked derivative securities may move in different directions than investments in traditional equity and debt securities when the value of those traditional securities is declining due to adverse economic conditions. As an example, during periods of rising inflation, debt securities have historically tended to decline in value due to the general increase in prevailing interest rates. Conversely, during those same periods of rising inflation, the prices of certain commodities, such as oil and metals, have historically tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in the future, and at certain times the price movements of commodity-linked instruments have been parallel to those of debt and equity securities. Commodities have historically tended to increase and decrease in value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits. Under favorable economic conditions, a Funds investments may be expected to underperform an investment in traditional securities. Over the long term, the returns on the Funds investments are expected to exhibit low or negative correlation with stocks and bonds.
Because commodity-linked investments are available from a relatively small number of issuers, a Funds investments will be particularly subject to counterparty risk, which is the risk that the issuer of the commodity-linked derivative (which issuer may also serve as counterparty to a substantial number of the Funds commodity-linked and other derivative investments) will not fulfill its contractual obligations.
A Funds ability to invest in commodity-linked investments may be limited by the Funds intention to qualify as a RIC and could bear on the ability of a Fund to so qualify. See Taxation of the Funds below.
Credit Default Swaps and Total Return Swaps
The Funds, except for the Small/Mid Cap Equity Index Fund, may enter into credit default swaps or total return swaps to gain market exposure, manage liquidity, increase total returns or for hedging purposes. Credit default swaps and total return swaps are typically governed by the standard terms and conditions of an ISDA Master Agreement.
A credit default swap involves a protection buyer and a protection seller. The Funds may be either a protection buyer or seller. The protection buyer in a credit default swap makes periodic premium payments to the protection seller during the swap term in exchange for the protection seller agreeing to make certain defined payments to the protection buyer in the event certain defined credit events occur with respect to a particular security, issuer or basket of securities. A total return swap involves a total return receiver and a total return payor. The Funds may either be a total return receiver or payor. Generally, the total return payor sells to the total return receiver an amount equal to all cash flows and price appreciation on a defined security or asset payable at periodic times during the swap term ( i.e ., credit risk) in return for a periodic payment from the total return receiver based on a designated interest rate ( e.g ., LIBOR) and spread plus the amount of any price depreciation on the reference security or asset. The total return payor does not need to own the underlying security or asset to enter into a total return swap. The final payment at the end of the swap term includes final settlement of the current market price of the underlying reference security or asset, and payment by the applicable party for any appreciation or depreciation in value. Usually, collateral must be posted by the total return receiver to secure the periodic interest-based and market price depreciation payments depending on the credit quality of the underlying reference security and creditworthiness of the total return receiver, and the collateral amount is marked-to-market daily equal to the market price of the underlying reference security or asset between periodic payment dates.
In both credit default swaps and total return swaps, the same general risks inherent to derivative transactions are present; however, the use of credit default swaps and total return swaps can involve greater risks than if the Funds had invested in the reference obligation directly since, in addition to general market risks, credit default swaps and total return swaps are subject to counterparty credit risk, leverage risk, hedging risk, correlation risk and liquidity risk. The Funds will enter into credit default swap or a total return swap only with counterparties that the Adviser determines to meet certain standards of creditworthiness. In a credit default swap, a buyer generally also will lose its premium and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Funds obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund).
Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with the ownership of stocks, bonds, and other traditional investments. The use of a swap agreement requires an understanding not only of the referenced obligation, reference rate, or index, but also of the swap agreement itself. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential for unlimited loss, regardless of the size of the initial investment.
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When effecting such transactions, cash or other liquid assets held by the Fund of a dollar amount sufficient to meet the Funds obligations under the swap agreement will be segregated on the Funds records at the trade date and maintained until the transaction is settled. Such segregated assets will be marked to market on a daily basis, and if the market value of such assets declines, additional cash or other assets will be segregated so that the market value of the segregated assets will equal the amount of such Funds obligations under the swap agreement.
A Funds exposure under a credit default swap may be considered leverage and as such be subject to the restrictions on leveraged derivatives.
Custodial Risk
There are risks involved in dealing with the custodians or brokers who hold a Funds investments or settle a Funds trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, a Fund would be delayed or prevented from recovering its assets from the custodian or broker, or its estate, and may have only a general unsecured claim against the custodian or broker for those assets. In recent insolvencies of brokers or other financial institutions, the ability of certain customers to recover their assets from the insolvents estate has been delayed, limited, or prevented, often unpredictably, and there is no assurance that any assets held by a Fund with a custodian or broker will be readily recoverable by the Fund. In addition, there may be limited recourse against non-U.S. sub-custodians in those situations in which a Fund invests in markets where custodial and/or settlement systems and regulations are not fully developed, including emerging markets, and the assets of the Fund have been entrusted to such sub-custodians. SSGA FM or an affiliate may serve as the custodian of the Funds.
Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest in ECDs, ETDs and YCDs. ECDs and ETDs are U.S. dollar denominated certificates of deposit issued by non-U.S. branches of domestic banks and non-U.S. banks. YCDs are U.S. dollar denominated certificates of deposit issued by U.S. branches of non-U.S. banks.
Different risks than those associated with the obligations of domestic banks may exist for ECDs, ETDs and YCDs because the banks issuing these instruments, or their domestic or non-U.S. branches, are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as loan limitations, examinations and reserve, accounting, auditing, recordkeeping and public reporting requirements. Obligations of non-U.S. issuers also involve risks such as future unfavorable political and economic developments, withholding or other taxes, seizures of non-U.S. deposits, currency controls, interest limitations, and other governmental restrictions that might affect repayment of principal or payment of interest, or the ability to honor a credit commitment.
Foreign Currency Transactions and Foreign Currency Derivatives
The Funds, except for the Small/Mid Cap Equity Index Fund, may enter into a variety of different foreign currency transactions, including, by way of example, currency forward transactions, spot transactions, futures and forward contracts, swaps, or options. Most of these transactions are entered into over the counter, and a Fund assumes the risk that the counterparty may be unable or unwilling to perform its obligations, in addition to the risk of unfavorable or unanticipated changes in the values of the currencies underlying the transactions. Certain types of over-the-counter currency transactions may be uncollateralized, and a Fund may not be able to recover all or any of the assets owed to it under such transactions if its counterparty should default. In some markets or in respect of certain currencies, a Fund may be required, or agree, in SSGA FMs discretion, to enter into foreign currency transactions via the custodians relevant sub-custodian. SSGA FM may be subject to a conflict of interest in agreeing to any such arrangements on behalf of a Fund. Such transactions executed directly with the sub-custodian are executed at a rate determined solely by such sub-custodian. Accordingly, a Fund may not receive the best pricing of such currency transactions. Regulatory changes in a number of jurisdictions may require that certain currency transactions be subject to central clearing, or be subject to new or increased collateral requirements. These changes could increase the costs of currency transactions to a Fund and may make certain transactions unavailable; they may also increase the credit risk of such transactions to a Fund.
Foreign Securities
The Funds are permitted to invest in foreign securities. Foreign securities include securities of foreign companies and foreign governments (or agencies or subdivisions thereof). If a Funds securities are held abroad, the countries in which such securities may be held and the sub-custodian holding them must be approved by the Board of Trustees of the Trust (the Board of Trustees or the Board) or its delegate under applicable rules adopted by the Securities and Exchange Commission (SEC). In buying foreign securities, the Fund may convert U.S. dollars into foreign currency, but only to effect securities transactions on foreign securities exchanges and not to hold such currency as an investment.
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The globalization and integration of the world economic system and related financial markets have made it increasingly difficult to define issuers geographically. Accordingly, each Fund intends to construe geographic terms such as foreign, non-U.S. European, Latin American, and Asian, in the manner that affords to the Fund the greatest flexibility in seeking to achieve its investment objective(s). Specifically, in circumstances where the investment objective and/or strategy is to invest at least some percentage of the Funds assets in foreign securities, etc., the Funds will take the view that a security meets this description so long as the issuer of a security is tied economically to the particular country or geographic region indicated by words of the relevant investment objective and/or strategy (the Relevant Language). For these purposes the issuer of a security is deemed to have that tie if:
(i) | The issuer is organized under the laws of the country or a country within the geographic region suggested by the Relevant Language or maintains its principal place of business in that country or region; or |
(ii) | The securities are traded principally in the country or region suggested by the Relevant Language; or |
(iii) | The issuer, during its most recent fiscal year, derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in the country or region suggested by the Relevant Language or has at least 50% of its assets in that country or region. |
In addition, the Funds intend to treat derivative securities (e.g., call options) by reference to the underlying security. Conversely, if the investment objective and/or strategy of the Fund limits the percentage of assets that may be invested in foreign securities, etc. or prohibits such investments altogether, the Funds intend to categorize securities as foreign, etc. only if the security possesses all of the attributes described above in clauses (i), (ii) and (iii).
Investments in foreign securities involve special risks and considerations. As foreign companies are not generally subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic companies, there may be less publicly available information about a foreign company than about a domestic company. For example, foreign markets have different clearance and settlement procedures. Delays in settlement could result in temporary periods when assets of a Fund are uninvested. The inability of a Fund to make intended security purchases due to settlement problems could cause it to miss certain investment opportunities. They may also entail certain other risks, such as the possibility of one or more of the following: imposition of dividend or interest withholding or other taxes (in each case, which taxes could potentially be confiscatory), higher brokerage costs, thinner trading markets, currency blockages or transfer restrictions, expropriation, nationalization, military coups or other adverse political or economic developments; less government supervision and regulation of securities exchanges, brokers and listed companies; and the difficulty of enforcing obligations in other countries. Purchases of foreign securities are usually made in foreign currencies and, as a result, a Fund may incur currency conversion costs and may be affected favorably or unfavorably by changes in the value of foreign currencies against the U.S. dollar. Further, it may be more difficult for a Funds agents to keep currently informed about corporate actions which may affect the prices of portfolio securities. Communications between the United States and foreign countries may be less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Certain markets may require payment for securities before delivery. A Funds ability and decisions to purchase and sell portfolio securities may be affected by laws or regulations relating to the convertibility of currencies and repatriation of assets.
A number of current significant political, demographic and economic developments may affect investments in foreign securities and in securities of companies with operations overseas. Such developments include dramatic political changes in government and economic policies in several Eastern European countries and the republics composing the former Soviet Union, as well as the unification of the European Economic Community. The course of any one or more of these events and the effect on trade barriers, competition and markets for consumer goods and services are uncertain. Similar considerations are of concern with respect to developing countries. For example, the possibility of revolution and the dependence on foreign economic assistance may be greater in these countries than in developed countries. Management seeks to mitigate the risks associated with these considerations through diversification and active professional management.
Forward Commitments
Each Fund may invest in forward commitments. Each Fund may contract to purchase securities for a fixed price at a future date beyond customary settlement time consistent with the Funds ability to manage its investment portfolio and meet redemption requests. A Fund may dispose of a commitment prior to settlement if it is appropriate to do so and realize short-term profits or losses upon such sale. When effecting such transactions, cash or other liquid assets (such as liquid high quality debt obligations) held by a Fund of a dollar amount sufficient to make payment for the portfolio securities to be purchased will be segregated on the Funds records at the
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trade date and maintained until the transaction is settled. Such segregated assets will be marked to market on a daily basis, and if the market value of such assets declines, additional cash or assets will be segregated so that the market value of the segregated assets will equal the amount of such Funds obligations. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, or if the other party fails to complete the transaction.
Futures Contracts and Options on Futures
Each Fund may enter into futures contracts on securities in which it may invest or on indices comprised of such securities and may purchase and write call and put options on such contracts.
Futures contracts. A financial futures contract is a contract to buy or sell a specified quantity of financial instruments such as U.S. Treasury bills, notes and bonds at a specified future date at a price agreed upon when the contract is made. An index futures contract is a contract to buy or sell specified units of an index at a specified future date at a price agreed upon when the contract is made. The value of a unit is based on the current value of the index. Under such contracts no delivery of the actual securities making up the index takes place. Rather, upon expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of the index at expiration, net of variation margin previously paid. Futures contracts are traded in the United States only on commodity exchanges or boards of trade known as contract markets approved for such trading by the Commodity Futures Trading Commission (the CFTC), and must be executed through a futures commission merchant or brokerage firm which is a member of the relevant contract market.
Although many futures contracts by their terms call for actual delivery or acceptance of commodities or securities, in most cases the contracts are closed out before the settlement date without the making or taking of delivery, but rather by entering into an offsetting contract (a closing transaction). Upon entering into a futures contract, a Fund is required to deposit initial margin with the futures broker. The initial margin serves as a good faith deposit that a Fund will honor its potential future commitments. Subsequent payments (called variation margin or maintenance margin) to and from the broker are made on a daily basis as the price of the underlying security or commodity fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as marking to the market. If a Fund is unable to enter into a closing transaction, the amount of the Funds potential loss may be unlimited. Futures contracts also involve brokerage costs.
Each Fund will not commit more than 5% of the market value of its total assets to initial margin deposits on futures and premiums paid for options on futures.
Registration under the Commodity Exchange Act. The Funds are operated by persons who have claimed an exclusion from the definition of the term commodity pool operator with respect to the Funds, under the Commodity Exchange Act (the CEA), and therefore, are not subject to registration or regulation as a commodity pool operator under the CEA. As a result, the Funds, are limited in their ability to trade instruments subject to the CFTCs jurisdiction, including commodity futures (which include futures on broad-based securities indexes, interest rate futures and currency futures), options on commodity futures, certain swaps or other investments (whether directly or indirectly through investments in other investment vehicles).
Under this exclusion, a Fund must satisfy one of the following two trading limitations whenever it enters into a new commodity trading position: (1) the aggregate initial margin and premiums required to establish the Funds positions in CFTC-regulated instruments may not exceed 5% of the liquidation value of the Funds portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the Funds portfolio (after accounting for unrealized profits and unrealized losses on any such positions). A Fund would not be required to consider its exposure to such instruments if they were held for bona fide hedging purposes, as such term is defined in the rules of the CFTC. In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the markets for CFTC-regulated instruments.
Options on futures contracts . In return for the premium paid, options on futures contracts give the purchaser the right to assume a position in a futures contract at the specified option exercise price at any time during the period of the option. Options on futures are similar to options on securities except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures. If an option is exercised on the last trading day prior to its expiration date, the settlement will be made entirely in cash. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.
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As with options on securities, the holder or writer of an option may terminate his position by selling or purchasing an offsetting option. There is no guarantee that such closing transactions can be effected.
A Fund will be required to deposit initial margin and maintenance margin with respect to put and call options on futures contracts written by it pursuant to brokers requirements similar to those described above in connection with the discussion of futures contracts.
Risks of transactions in futures contracts and related options . Successful use of futures contracts by a Fund is subject to the Advisers ability to predict movements in various factors affecting financial markets. Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to a Fund because the maximum amount at risk is the premium paid for the options (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to a Fund when the purchase or sale of a futures contract would not, such as when there is no movement in the prices of the hedged investments. The writing of an option on a futures contract involves risks similar to those risks relating to the sale of futures contracts.
The use of options and futures strategies involves the risk of imperfect correlation among movements in the prices of the securities underlying the futures and options purchased and sold by the Fund, of the options and futures contracts themselves, and, in the case of hedging transactions, of the securities which are the subject of a hedge. The successful use of these strategies further depends on the ability of the Adviser to forecast interest rates and market movements correctly.
There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain market clearing facilities inadequate, and thereby result in the institution by exchanges of special procedures which may interfere with the timely execution of customer orders.
To reduce or eliminate a position held by a Fund, the Fund may seek to close out such a position. The ability to establish and close out positions will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop or continue to exist for a particular futures contract or option. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain contracts or options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of contracts or options, or underlying securities; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of contracts or options (or a particular class or series of contracts or options), in which event the secondary market on that exchange for such contracts or options (or in the class or series of contracts or options) would cease to exist, although outstanding contracts or options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would likely continue to be exercisable in accordance with their terms.
U.S. Treasury security futures contracts and options . Some U.S. Treasury security futures contracts require the seller to deliver, or the purchaser to take delivery of, the type of U.S. Treasury security called for in the contract at a specified date and price; others may be settled in cash. Options on U.S. Treasury security futures contracts give the purchaser the right in return for the premium paid to assume a position in a U.S. Treasury security futures contract at the specified option exercise price at any time during the period of the option.
Successful use of U.S. Treasury security futures contracts by a Fund is subject to the Advisers ability to predict movements in the direction of interest rates and other factors affecting markets for debt securities. For example, if a Fund has sold U.S. Treasury security futures contracts in order to hedge against the possibility of an increase in interest rates which would adversely affect the values of securities held in its portfolio, and the prices of the Funds securities increase instead as a result of a decline in interest rates, the Fund will lose part or all of the benefit of the increased value of its securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily maintenance margin requirements at a time when it may be disadvantageous to do so.
There is also a risk that price movements in U.S. Treasury security futures contracts and related options will not correlate closely with price movements in markets for particular securities. For example, if a Fund has hedged against a decline in the values of tax-exempt securities held by it by selling Treasury security futures and the values of Treasury securities subsequently increase while the values of the Funds tax-exempt securities decrease, the Fund would incur losses on both the Treasury security futures contracts written by it and the tax-exempt securities held in its portfolio.
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Government Mortgage-Related Securities
The Government National Mortgage Association (GNMA or Ginnie Mae) is the principal federal government guarantor of mortgage-related securities. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-related securities. GNMA pass-through securities are considered to have a relatively low risk of default in that (1) the underlying mortgage loan portfolio is comprised entirely of government-backed loans and (2) the timely payment of both principal and interest on the securities is guaranteed by the full faith and credit of the U.S. Government, regardless of whether they have been collected. GNMA pass-through securities are, however, subject to the same interest rate risk as comparable privately issued mortgage-related securities. Therefore, the effective maturity and market value of a Funds GNMA securities can be expected to fluctuate in response to changes in interest rate levels.
Residential mortgage loans are also pooled by the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), a corporate instrumentality of the U.S. Government. The mortgage loans in FHLMCs portfolio are not government backed; FHLMC, not the U.S. Government, guarantees the timely payment of interest and ultimate collection of principal on FHLMC securities. FHLMC also issues guaranteed mortgage certificates, on which it guarantees semiannual interest payments and a specified minimum annual payment of principal.
The Federal National Mortgage Association (FNMA or Fannie Mae) is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases residential mortgages from a list of approved seller/servicers, which include savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest only by FNMA, not the U.S. Government.
High Yield Securities
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest a portion of their assets in high yield debt securities (commonly known as junk bonds). Investment in high yield securities generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and credit risk. These high yield securities are regarded as predominantly speculative with respect to the issuers continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities that are high yield may be more complex than for issuers of higher quality debt securities. In addition, high yield securities are often issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, but can also be issued by governments. Such issuers are generally less able than more financially stable issuers to make scheduled payments of interest and principal. The risks posed by securities issued under such circumstances are substantial.
Investing in high yield debt securities involves risks that are greater than the risks of investing in higher quality debt securities. These risks include: (i) changes in credit status, including weaker overall credit conditions of issuers and risks of default; (ii) industry, market and economic risk; and (iii) greater price variability and credit risks of certain high yield securities such as zero coupon and payment-in-kind securities. While these risks provide the opportunity for maximizing return over time, they may result in greater volatility of the value of the Fund than a fund that invests in higher-rated securities.
Furthermore, the value of high yield securities may be more susceptible to real or perceived adverse economic, company or industry conditions than is the case for higher quality securities. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual issuer developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Adverse market, credit or economic conditions could make it difficult at certain times to sell certain high yield securities held by a Fund.
The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading market could adversely affect the price at which a Fund could sell a high yield security, and could adversely affect the daily net asset value per share of a Fund. When secondary markets for high yield securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because there is less reliable, objective data available. However, an Index seeks to include primarily high yield securities that the Index provider believes have greater liquidity than the broader high yield securities market as a whole.
The use of credit ratings as a principal method of selecting high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated.
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Illiquid Securities
Each Fund may invest in illiquid securities. Each Fund will invest no more than 15% of its net assets in illiquid securities, including repurchase agreements and time deposits of more than seven days duration. The absence of a regular trading market for illiquid securities imposes additional risks on investments in these securities. Illiquid securities may be difficult to value and may often be disposed of only after considerable expense and delay.
Infrastructure-Related Companies Risk
Infrastructure-related companies include companies that primarily own, manage, develop and/or operate infrastructure assets, including transportation, utility, energy and/or telecommunications assets. Infrastructure-related businesses are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, insurance costs, costs associated with environmental and other regulations, the effects of an economic slowdown, surplus capacity or technological obsolescence, industry competition, labor relations, rate caps or rate changes, uncertainties concerning availability of fuel at reasonable prices, the effects of energy conservation policies, natural disasters, terrorist attacks and other factors. Certain infrastructure-related entities, particularly telecommunications and utilities companies, are subject to extensive regulation by various governmental authorities. The costs of complying with governmental regulations, delays or failures to receive required regulatory approvals or the enactment of new adverse regulatory requirements may adversely affect infrastructure-related companies. Infrastructure-related companies may also be affected by service interruption and/or legal challenges due to environmental, operational or other conditions or events, and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, especially in non-U.S. markets, resulting in work stoppage, delays and cost overruns. Other risks associated with infrastructure-related companies include uncertainties resulting from such companies diversification into new domestic and international businesses, as well as agreements by any such companies linking future rate increases to inflation or other factors not directly related to the actual operating profits of the enterprise.
Interest Rate Environment Risk
In the wake of the financial crisis that began in 2007, the Federal Reserve System attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. In addition, the Federal Reserve has purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (the quantitative easing program). As a result, the United States is experiencing historically low interest rate levels. A low interest rate environment may have an adverse impact on a Funds ability to provide a positive yield to its shareholders and pay expenses out of Fund assets because of the low yields from the Funds portfolio investments.
However, continued economic recovery and the cessation of the quantitative easing program increase the risk that interest rates will rise in the near future and that the Funds will face a heightened level of interest rate risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and a Funds share price to decline or create difficulties for the Fund in disposing of investments. A Fund that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a fund that does not invest in derivatives. A Fund could also be forced to liquidate its investments at disadvantageous times or prices, thereby adversely affecting the Fund. To the extent a Fund experiences high redemptions because of these policy changes, the Fund may experience increased portfolio turnover, which will increase the costs that the Fund incurs and lower the Funds performance.
Investment Grade Bonds
The Funds may invest in corporate notes and bonds that are rated investment-grade by a nationally recognized statistical rating organization (NRSRO) or, if unrated, are of comparable quality to the rated securities described above, as determined by the Adviser, in accordance with procedures established by the Board of Trustees. Investment-grade securities include securities rated Baa or higher by Moodys or BBB- or higher by S&P (and securities of comparable quality); securities rated Baa by Moodys or BBB by S&P may have speculative characteristics.
Lending of Fund Securities
Each Fund may lend portfolio securities with a value of up to 40% of its net assets. For these purposes, net assets shall exclude the value of all assets received as collateral for the loan. Such loans may be terminated at any time, and a Fund will receive cash or other obligations as collateral. In a loan transaction, as compensation for lending its securities, a Fund will receive a portion of the dividends or interest accrued on the securities held as collateral or, in the case of cash collateral, a portion of the income from the investment of
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such cash. In addition, a Fund will receive the amount of all dividends, interest and other distributions on the loaned securities. However, the borrower has the right to vote the loaned securities. A Fund will call loans to vote proxies if a material issue affecting the investment is to be voted upon. A Fund would have the right to call the loan and obtain the securities loaned at any time on notice of not more than five business days. In the event of bankruptcy or other default of the borrower, a Fund could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses including (a) possible decline in the value of collateral or in the value of the securities loaned during the period while the Fund seeks to enforce its rights thereto, (b) possible sub-normal levels of income and lack of access to income during this period, and (c) expenses of enforcing its rights. A Funds securities lending agent may be an affiliate of the Adviser, and would be compensated by the Fund for its services.
Loans are made only to borrowers that are deemed by the securities lending agent to be of good financial standing. In a loan transaction, a Fund will also bear the risk of any decline in value of securities acquired with cash collateral. A Fund will minimize this risk by limiting the investment of cash collateral to high quality instruments of short maturity.
Market Disruption and Geopolitical Risk
The Funds are subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. War, terrorism, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters and systemic market dislocations may be highly disruptive to economies and markets. Those events as well as other changes in non-U.S. and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Funds investments. Given the increasing interdependence between global economies and markets, conditions in one country, market, or region might adversely impact markets, issuers and/or foreign exchange rates in other countries, including the U.S. Continuing uncertainty as to the status of the Euro and the European Monetary Union (the EMU) has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU, or any continued uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of a Funds investments.
Securities markets may be susceptible to market manipulation (e.g., the potential manipulation of the London Interbank Offered Rate (LIBOR)) or other fraudulent trade practices, which could disrupt the orderly functioning of these markets or adversely affect the value of investments traded in these markets, including investments of a Fund.
Recent political activity in the U.S. has increased the risk that the U.S. could default on some or any of its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the U.S. would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the Funds investments. Similarly, political events within the U.S. at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many Fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. To the extent a Fund has focused its investments in the stock market index of a particular region, adverse geopolitical and other events could have a disproportionate impact on the Fund.
Mortgage-Backed Security Rolls
The Funds, except for the Emerging Markets Equity Index Fund and the Small/Mid Cap Equity Index Fund, may enter into forward roll transactions with respect to mortgage-related securities issued by GNMA, FNMA or FHLMC. In a forward roll transaction, a Fund will sell a mortgage-related security to a bank or other permitted entity and simultaneously agree to repurchase a similar security from the institution at a later date at an agreed upon price. The mortgage securities that are repurchased will typically bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories than those sold. A Fund that engages in a forward roll transaction forgoes principal and interest paid on the securities sold during the roll period, but is compensated by the difference between the current sales price and the lower forward price for the future purchase. In addition, a Fund earns interest by investing the transaction proceeds during the roll period. A forward roll transaction may create investment leverage. A Fund is subject to the risk that the value of securities to be purchased pursuant to a forward roll transaction will decline over the roll period, and that the Funds counterparty may be unwilling or unable to perform its obligations to the Fund. Upon entering into a mortgage-backed security roll, the participating Fund will segregate on its records cash, U.S. Government securities or other high-grade debt securities in an amount sufficient to cover its obligation under the roll.
Mortgage-Related Securities
The Funds, except for the Emerging Markets Equity Index Fund and the Small/Mid Cap Equity Index Fund, may invest in mortgage-related securities. Mortgage-related securities represent an interest in a pool of, or are secured by, mortgage loans. Mortgage-related securities may be issued or guaranteed by (i) U.S. Government agencies or instrumentalities such as GNMA, FNMA and FHLMC or (ii) other issuers, including private companies.
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Many mortgage-related securities provide regular payments which consist of interest and, in most cases, principal. In contrast, other forms of debt securities normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. In effect, payments on many mortgage-related securities are a pass-through of the payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities.
Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will typically result in early payment of the applicable mortgage-related securities. The occurrence of mortgage prepayments is affected by a variety of factors including the level of interest rates, general economic conditions, the location and age of the mortgage, and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of mortgage-related securities.
Because of the possibility of prepayments (and due to scheduled repayments of principal), mortgage-related securities are less effective than other types of securities as a means of locking in attractive long-term interest rates. Prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Funds.
Collateralized mortgage obligations (CMOs) may be issued by a U.S. Government agency or instrumentality or by a private issuer. CMOs are typically structured with classes or series that have different maturities and are generally retired in sequence. Each class of obligations receives periodic interest payments according to its terms. However, monthly principal payments and any prepayments from the collateral pool are generally paid first to the holders of the most senior class. Thereafter, payments of principal are generally allocated to the next most senior class of obligations until that class of obligations has been fully repaid. Any or all classes of obligations of a CMO may be paid off sooner than expected because of an increase in the payoff speed of the pool. Changes in prepayment rates may have significant effects on the values and the volatility of the various classes and series of a CMO. Payment of interest or principal on some classes or series of a CMO may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages.
Stripped mortgage-related securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest only or IO class of stripped mortgage-related securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurable adverse effect on a Funds yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. Conversely, principal only securities or POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-related securities may be more volatile and less liquid than that for other mortgage-related securities, potentially limiting a Funds ability to buy or sell those securities at any particular time.
Municipal and Municipal-Related Securities
Municipal securities may bear fixed, floating or variable rates of interest or may be zero coupon securities. Municipal securities are generally of two types: general obligations and revenue obligations. General obligations are backed by the full faith and credit of the issuer. These securities include tax anticipation notes, bond anticipation notes, general obligation bonds and commercial paper. Revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Tax anticipation notes are issued to finance working capital needs of municipalities and are generally issued in anticipation of future tax revenues. Bond anticipation notes are issued in expectation of the issuer obtaining longer-term financing.
Options
The Funds may purchase and sell put and call options to enhance investment performance and to protect against changes in market prices. There is no assurance that a Funds use of put and call options will achieve its desired objective, and a Funds use of options may result in losses to the Fund.
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Covered call options . A Fund may write ( i.e ., sell) covered call options to realize a greater current return through the receipt of premiums than it would realize on its securities alone. Such option transactions may also be used as a limited form of hedging against a decline in the price of securities owned by a Fund.
A call option gives the holder the right to purchase, and obligates the writer to sell, a security at the exercise price at any time before the expiration date. A call option is covered if the writer, at all times while obligated as a writer, either owns the underlying securities (or comparable securities satisfying the cover requirements of the securities exchanges), or has the right to acquire such securities through immediate conversion of securities. A Fund may write covered call options or uncovered call options.
A Fund will receive a premium from writing a call option, which increases the Funds return on the underlying security in the event the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the underlying security.
In return for the premium received when it writes a covered call option, a Fund gives up some or all of the opportunity to profit from an increase in the market price of the securities covering the call option during the life of the option. A Fund retains the risk of loss should the price of such securities decline. If the option expires unexercised, a Fund realizes a gain equal to the premium, which may be offset by a decline in price of the underlying security. If the option is exercised, a Fund realizes a gain or loss equal to the difference between the Funds cost for the underlying security and the proceeds of sale (exercise price minus commissions) plus the amount of the premium.
A Fund may terminate a call option that it has written before it expires by entering into a closing purchase transaction. A Fund may enter into closing purchase transactions in order to free itself to sell the underlying security or to write another call on the security, realize a profit on a previously written call option, or protect a security from being called in an unexpected market rise. Any profits from a closing purchase transaction may be offset by a decline in the value of the underlying security. Conversely, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by a Fund.
Uncovered call options . Writing uncovered call options may enable a Fund to realize income without committing capital to the ownership of the underlying securities or instruments, however writing uncovered calls are riskier than writing covered calls because there is no underlying security held by a Fund that can act as a partial hedge. When a Fund has written an uncovered call option, the Fund will not necessarily hold securities offsetting the risk to the Fund. As a result of writing a call option without holding the underlying the securities, if the call option were exercised, a Fund might be required to purchase the security that is the subject of the call at the market price at the time of exercise. The Funds exposure on such an option is theoretically unlimited. There is also a risk, especially with less liquid preferred and debt securities, that the security may not be available for purchase. Uncovered calls have speculative characteristics.
Covered put options . A Fund may write covered put options in order to enhance its current return. Such options transactions may also be used as a limited form of hedging against an increase in the price of securities that the Fund plans to purchase. A put option gives the holder the right to sell, and obligates the writer to buy, a security at the exercise price at any time before the expiration date. A put option may be covered if the writer earmarks or otherwise segregates liquid assets equal to the price to be paid if the option is exercised minus margin on deposit.
By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss unless the security later appreciates in value.
A Fund may terminate a put option that it has written before it expires by entering into a closing purchase transaction. Any loss from this transaction may be partially or entirely offset by the premium received on the terminated option.
Purchasing put and call options . A Fund may also purchase put options to protect portfolio holdings against a decline in market value. This protection lasts for the life of the put option because a Fund, as a holder of the option, may sell the underlying security at the exercise price regardless of any decline in its market price. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs that a Fund must pay. These costs will reduce any profit the Fund might have realized had it sold the underlying security instead of buying the put option.
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A Fund may purchase call options to hedge against an increase in the price of securities that the Fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since a Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying securitys market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit a Fund might have realized had it bought the underlying security at the time it purchased the call option.
A Fund may also purchase put and call options to attempt to enhance its current return.
Options on foreign securities . A Fund may purchase and sell options on foreign securities if the Adviser believes that the investment characteristics of such options, including the risks of investing in such options, are consistent with the Funds investment objective. It is expected that risks related to such options will not differ materially from risks related to options on U.S. securities. However, position limits and other rules of foreign exchanges may differ from those in the United States. In addition, options markets in some countries, many of which are relatively new, may be less liquid than comparable markets in the United States.
Options on securities indices . A Fund may write or purchase options on securities indices. Index options are similar to options on individual securities in that the purchaser of an index option acquires the right to buy (in the case of a call) or sell (in the case of a put), and the writer undertakes the obligation to sell or buy (as the case may be), units of an index at a stated exercise price during the term of the option. Instead of the right to take or make actual delivery of securities, the holder of an index option has the right to receive a cash exercise settlement amount. This amount is equal to the amount by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of the exercise, multiplied by a fixed index multiplier.
Price movements in securities which a Fund owns or intends to purchase probably will not correlate perfectly with movements in the level of a securities index and, therefore, if the Fund uses an option for hedging purposes, it bears the risk of a loss on a securities index option which is not completely offset by movements in the price of such securities. Because securities index options are settled in cash, a call writer cannot determine the amount of its settlement obligations in advance and, unlike call writing on a specific security, cannot provide in advance for, or cover, its potential settlement obligations by acquiring and holding underlying securities. A Fund may, however, cover call options written on a securities index by holding a mix of securities which substantially replicate the movement of the index or by holding a call option on the securities index with an exercise price no higher than the call option sold.
Compared to the purchase or sale of futures contracts, the purchase of call or put options on an index involves less potential risk to a Fund because the maximum amount at risk is the premium paid for the options plus transactions costs. The writing of a put or call option on an index involves risks similar to those risks relating to the purchase or sale of index futures contracts.
Risks involved in the use of options . The successful use of a Funds options strategies depends on the ability of the Adviser to forecast correctly interest rate and market movements. For example, if a Fund were to write a call option based on the Advisers expectation that the price of the underlying security would fall, but the price were to rise instead, the Fund could be required to sell the security upon exercise at a price below the current market price. Similarly, if a Fund were to write a put option based on the Advisers expectation that the price of the underlying security would rise, but the price were to fall instead, the Fund could be required to purchase the security upon exercise at a price higher than the current market price.
When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the options expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, a Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying security, since the Fund will not realize a loss if the securitys price does not change.
The effective use of options also depends on a Funds ability to terminate option positions at times when the Adviser deems it desirable to do so. There is no assurance that a Fund will be able to effect closing transactions at any particular time or at an acceptable price.
If a secondary market in options were to become unavailable, a Fund could no longer engage in closing transactions. Lack of investor interest might adversely affect the liquidity of the market for particular options or series of options. A market may discontinue trading of a particular option or options generally. In addition, a market could become temporarily unavailable if unusual events such as volume in excess of trading or clearing capability were to interrupt its normal operations.
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A market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. For example, if an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. If an options market were to become unavailable, a Fund as a holder of an option would be able to realize profits or limit losses only by exercising the option, and the Fund, as option writer, would remain obligated under the option until expiration or exercise.
Disruptions in the markets for the securities underlying options purchased or sold by a Fund could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, a Fund as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with considerable losses if trading in the security reopens at a substantially different price. In addition, the Options Clearing Corporation or options markets may impose exercise restrictions. If a prohibition on exercise is imposed at the time when trading in the option has also been halted, a Fund as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options. A Fund, as holder of such a put option, could lose its entire investment if the prohibition remained in effect until the put options expiration.
Foreign-traded options are subject to many of the same risks presented by internationally-traded securities. In addition, because of time differences between the United States and various foreign countries, and because different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premiums may not reflect the current prices of the underlying interest in the United States.
Over-the-counter (OTC) options purchased by a Fund and assets held to cover OTC options written by the Fund may, under certain circumstances, be considered illiquid securities for purposes of any limitation on the Funds ability to invest in illiquid securities.
Other Asset-Backed Securities
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest in asset-backed securities that are not mortgage-related. Asset-backed securities other than mortgage-related securities represent undivided fractional interests in pools of instruments, such as consumer loans, and are typically similar in structure to mortgage-related pass-through securities. Payments of principal and interest are passed through to holders of the securities and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity, or by priority to certain of the borrowers other securities. The degree of credit-enhancement, if any, varies, applying only until exhausted and generally covering only a fraction of the securitys par value.
The value of such asset-backed securities is affected by changes in the markets perception of the asset backing the security, changes in the creditworthiness of the servicing agent for the instrument pool, the originator of the instruments, or the financial institution providing any credit enhancement and the expenditure of any portion of any credit enhancement. The risks of investing in asset-backed securities are ultimately dependent upon payment of the underlying instruments by the obligors, and a Fund would generally have no recourse against the obligee of the instruments in the event of default by an obligor. The underlying instruments are subject to prepayments which shorten the duration of asset-backed securities and may lower their return, in generally the same manner as described above for prepayments of pools of mortgage loans underlying mortgage-related securities.
Pre-Refunded Municipal Securities
The interest and principal payments on pre-refunded municipal securities are typically paid from the cash flow generated from an escrow fund consisting of U.S. Government securities. These payments have been pre-refunded using the escrow fund.
Purchase of Other Investment Company Shares
The Funds may, to the extent permitted under the 1940 Act and exemptive rules and orders thereunder, invest in shares of other investment companies, which include funds managed by SSGA FM, which invest exclusively in money market instruments or in investment companies with investment policies and objectives which are substantially similar to those of the Funds. These investments may be made temporarily, for example, to invest uncommitted cash balances or, in limited circumstances, to assist in meeting shareholder redemptions.
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Real Estate Investment Trusts (REITs)
The Funds, except for the Emerging Markets Equity Index Fund and the Small/Mid Cap Equity Index Fund, may invest in REITs. REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, a Fund may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Fund shareholders to duplicate management and administrative fees.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity and Mortgage REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrowers or a lessees ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.
Repurchase Agreements
The Funds may enter into repurchase agreements with banks and other financial institutions, such as broker-dealers. Under a repurchase agreement, a Fund purchases securities from a financial institution that agrees to repurchase the securities at the Funds original purchase price plus interest within a specified time (normally one business day). A Fund will limit repurchase transactions to those member banks of the Federal Reserve System, broker-dealers and other financial institutions whose creditworthiness the Adviser considers satisfactory. Should the counterparty to a transaction fail financially, the Fund may encounter delay and incur costs before being able to sell the securities, or may be prevented from realizing on the securities. Further, the amount realized upon the sale of the securities may be less than that necessary to fully compensate the Fund.
Reverse Repurchase Agreements
The Funds may enter into reverse repurchase agreements. Under reverse repurchase agreements, a Fund transfers possession of portfolio securities to financial institutions in return for cash in an amount equal to a percentage of the portfolio securities market value and agrees to repurchase the securities at a future date by repaying the cash with interest. Each Fund retains the right to receive interest and principal payments from the securities. Cash or liquid high quality debt obligations from a Funds portfolio equal in value to the repurchase price including any accrued interest will be segregated by the Custodian on the Funds records while a reverse repurchase agreement is in effect. Reverse repurchase agreements involve the risk that the market value of securities sold by a Fund may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements involve the risk that the buyer of the securities sold might be unable to deliver them when a Fund seeks to repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, a Fund may be delayed or prevented from recovering the security that it sold.
Section 4(a)(2) Commercial Paper/Rule 144A Securities
Each Fund, except for the Small/Mid Cap Equity Index Fund, may invest in commercial paper issued in reliance on the so called private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (1933 Act) (Section 4(a)(2) paper).
Section 4(a)(2) paper is restricted as to disposition under the federal securities laws and generally is sold to investors who agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be a
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transaction exempt from the registration requirements of the 1933 Act. Section 4(a)(2) paper normally is resold to other institutional investors like the Funds through or with the assistance of the issuer or investment dealers that make a market in Section 4(a)(2) paper. Rule 144A securities generally must be sold only to other institutional investors.
Section 4(a)(2) paper and Rule 144A securities will not be considered illiquid for purposes of each Funds percentage limitations on illiquid securities when the Adviser (pursuant to guidelines adopted by the Board of Trustees) determines that a liquid trading market exists for the securities in question. There can be no assurance that a liquid trading market will exist at any time for any particular Section 4(a)(2) paper or Rule 144A securities.
Total Return Swaps, Equity Swaps and Interest Rate Swaps
The Funds may contract with a counterparty to pay a stream of cash flows and receive the total return of an index or a security for purposes of attempting to obtain a particular desired return at a lower cost to a Fund than if the Fund had invested directly in an instrument that yielded that desired return. A Funds return on a swap will depend on the ability of its counterparty to perform its obligations under the swap. The Adviser will cause a Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Funds repurchase agreement guidelines.
The Funds may enter into interest rate swap transactions with respect to any security they are entitled to hold. Interest rate swaps involve the exchange by a Fund with another party of their respective rights to receive interest, e.g., an exchange of floating rate payments for fixed rate payments. The Funds expect to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio or to protect against any increase in the price of securities it anticipates purchasing at a later date. The Funds generally intend to use these transactions as a hedge and not as a speculative investment. For example, a Fund may enter into an interest rate swap in order to protect against declines in the value of fixed income securities held by the Funds. In such an instance, the Fund may agree with a counterparty to pay a fixed rate (multiplied by a notional amount) and the counterparty to pay a floating rate multiplied by the same notional amount. If interest rates rise, resulting in a diminution in the value of a Fund, the Fund would receive payments under the swap that would offset, in whole or in part, such diminution in value; if interest rates fall, the Fund would likely lose money on the swap transaction.
Treasury Inflation-Protected Securities
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest in Inflation-Protection Securities (TIPSs), a type of inflation-indexed Treasury security. TIPSs typically provide for semiannual payments of interest and a payment of principal at maturity. In general, each payment will be adjusted to take into account any inflation or deflation that occurs between the issue date of the security and the payment date based on the Consumer Price Index for All Urban Consumers (CPI-U).
Each semiannual payment of interest will be determined by multiplying a single fixed rate of interest by the inflation-adjusted principal amount of the security for the date of the interest payment. Thus, although the interest rate will be fixed, the amount of each interest payment will vary with changes in the principal of the security as adjusted for inflation and deflation.
TIPSs also provide for an additional payment (a minimum guarantee payment) at maturity if the securitys inflation-adjusted principal amount for the maturity date is less than the securitys principal amount at issuance. The amount of the additional payment will equal the excess of the securitys principal amount at issuance over the securitys inflation-adjusted principal amount for the maturity date.
U.S. Government Securities
The Funds may purchase U.S. Government securities. The types of U.S. Government obligations in which the Funds may at times invest include: (1) U.S. Treasury obligations and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government agency or instrumentality, or (d) the credit of the instrumentality (examples of agencies and instrumentalities are: Federal Land Banks, Federal Housing Administration, Federal Farm Credit Bank, Farmers Home Administration, Export-Import Bank of the United States, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, General Services Administration, Maritime Administration, Tennessee Development Bank, Asian-American Development Bank, International Bank for Reconstruction and Development and Federal National Mortgage Association). No assurance can be given that in the future the U.S. Government will provide financial support to U.S. Government securities it is not obligated to support.
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U.S. Registered Securities of Non-U.S. Issuers
The Funds may purchase publicly traded common stocks of non-U.S. corporations.
Investing in U.S. registered, dollar-denominated, securities issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, and potential restrictions of the flow of international capital. Non-U.S. companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.
A Funds investment in common stock of non-U.S. corporations may also be in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs) (collectively Depositary Receipts). Depositary Receipts are receipts, typically issued by a bank or trust company, which evidence ownership of underlying securities issued by a non-U.S. corporation. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a non-U.S. issuer. For other Depositary Receipts, the depository may be a non-U.S. or a U.S. entity, and the underlying securities may have a non-U.S. or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designated for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Fund may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
Variable Amount Master Demand Notes
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest in variable amount master demand notes which are unsecured obligations that are redeemable upon demand and are typically unrated. These instruments are issued pursuant to written agreements between their issuers and holders. The agreements permit the holders to increase (subject to an agreed maximum) and the holders and issuers to decrease the principal amount of the notes, and specify that the rate of interest payable on the principal fluctuates according to an agreed formula. Generally, changes in interest rates will have a smaller effect on the market value of these securities than on the market value of comparable fixed income obligations. Thus, investing in these securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities. There may be no active secondary market with respect to a particular variable rate instrument.
Variable and Floating Rate Securities
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest in variable and floating rate securities. In general, variable rate securities are instruments issued or guaranteed by entities such as (1) U.S. Government, or an agency or instrumentality thereof, (2) corporations, (3) financial institutions, (4) insurance companies or (5) trusts that have a rate of interest subject to adjustment at regular intervals but less frequently than annually. A variable rate security provides for the automatic establishment of a new interest rate on set dates. Interest rates on these securities are ordinarily tied to, and are a percentage of, a widely recognized interest rate, such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified bank. These rates may change as often as twice daily. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed income obligations. Thus, investing in variable and floating rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities. Variable rate obligations will be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate.
When-Issued, Delayed Delivery and Forward Commitment Transactions
To secure an advantageous price or yield, certain Funds may purchase securities on a when-issued, delayed delivery, to-be-announced (TBA) or forward commitment basis and may sell securities on a forward commitment or delayed delivery basis. A Fund will enter into when-issued, delayed delivery, TBA or forward commitment transactions for the purpose of acquiring securities and not for the purpose of leverage.
When purchasing a security on a when-issued, delayed delivery, TBA or forward commitment basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. When such transactions are negotiated, certain terms may be fixed at the time the commitment is made,
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but delivery and payment for the securities takes place at a later date. In general, a Fund does not pay for the securities until received and does not start earning interest or other income until the contractual settlement date. A Fund may take delivery of the securities or it may sell the securities before the settlement date.
At the time of delivery of the securities, the value may be more or less than the purchase or sale price. If a Fund remains substantially fully invested at a time when when-issued, delayed delivery, TBA or forward commitment purchases are outstanding, the purchases may result in a form of leverage and give rise to increased volatility of the Funds net asset value. Default by, or bankruptcy of, a counterparty to a when-issued, delayed delivery, TBA or forward commitment transaction would expose the Fund to possible losses because of an adverse market action, expenses or delays in connection with the purchase or sale of the pools specified in such transaction. Purchases of when-issued, delayed delivery, TBA or forward commitment securities also involve a risk of loss if the seller fails to deliver after the value of the securities has risen.
Cash or other liquid assets in an amount equal to the amount of a Funds when-issued, delayed-delivery, TBA or forward commitment purchase obligations will be earmarked on the Funds books. There is no guarantee, however, that such earmarking will be successful in reducing or eliminating the leveraging effect of such transactions or the risks associated with leverage.
A TBA transaction involves a commitment to purchase securities sold for a fixed price where the underlying securities are announced at a future date. The seller does not specify the particular securities to be delivered. Instead, a Fund agrees to accept any security that meets specified terms. For example, in a TBA mortgage-backed security transaction, a Fund and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages. The seller would not identify the specific underlying mortgages until it issues the security. For this reason, in a TBA transaction, a Fund commits to purchase securities for which all specific information is not yet known at the time of the trade, particularly the exact face amount in forward commitment mortgage-backed securities transactions. The purchaser in a TBA transaction generally is subject to increased market risk and interest rate risk because the delivered securities may be less favorable than anticipated by the purchaser.
Certain Funds may also enter into a forward commitment to sell securities it owns. The use of forward commitments enables a Fund to hedge against anticipated changes in interest rates and prices. In a forward sale, a Fund does not participate in gains or losses on the security occurring after the commitment date. Forward commitments to sell securities also involve a risk of loss if the seller fails to take delivery after the value of the securities has declined. Forward commitment transactions involve additional risks similar to those associated with investments in options and futures contracts.
Recently finalized rules of the Financial Industry Regulatory Authority, Inc. (FINRA) impose mandatory margin requirements for Covered Agency Transactions, which include TBA Transactions, certain transactions in pass-through mortgage-backed securities or small-business administration-backed asset-backed securities and transactions in collateralized mortgage obligations, in each case where such transactions have delayed contractual settlement dates of a specified period. There are limited exceptions to these margin requirements. Covered Agency Transactions historically have not been required to be collateralized. The collateralization of Covered Agency Transactions is intended to mitigate counterparty credit risk between trade and settlement, but could increase the cost of such transactions and impose added operational complexity .
Zero Coupon Securities
The Funds, except for the Small/Mid Cap Equity Index Fund, may invest in zero coupon securities. Zero coupon securities are notes, bonds and debentures that: (1) do not pay current interest and are issued at a substantial discount from par value; (2) have been stripped of their unmatured interest coupons and receipts; or (3) pay no interest until a stated date one or more years into the future. These securities also include certificates representing interests in such stripped coupons and receipts. Generally, changes in interest rates will have a greater impact on the market value of a zero coupon security than on the market value of the comparable securities that pay interest periodically during the life of the instrument. In the case of any zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance that are treated as issued originally at a discount, a Fund (or a Portfolio or Underlying Fund, as applicable) will be required to accrue original issue discount (OID) for U.S. federal income tax purposes and may as a result be required to pay out as an income distribution an amount which is greater than the total amount of cash interest the Fund actually received. To generate sufficient cash to make the requisite distributions to maintain its qualification for treatment as a RIC, a Fund (or a Portfolio or Underlying Fund, as applicable) may be required to sell investments, including at a time when it may not be advantageous to do so.
Privately-issued stripped securities are not themselves guaranteed by the U.S. Government, but the future payment of principal or interest on U.S. Treasury obligations which they represent is so guaranteed.
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Asset Segregation and Coverage
A Fund may be required to earmark or otherwise segregate liquid assets in respect of its obligations under derivatives transactions that involve contractual obligations to pay in the future, or a Fund may engage in other measures to cover its obligations with respect to such transactions. The amounts that are earmarked or otherwise segregated may be based on the notional value of the derivative or on the daily mark-to-market obligation under the derivatives contract and may be reduced by amounts on deposit with the applicable broker or counterparty to the derivatives transaction. In certain circumstances, a Fund may enter into an offsetting position rather than earmarking or segregating liquid assets. A Fund may modify its asset segregation and coverage policies from time to time. Although earmarking or segregating may in certain cases have the effect of limiting a Funds ability to engage in derivatives transactions, the extent of any such limitation will depend on a variety of factors, including the method by which the Fund determines the nature and amount of assets to be earmarked or segregated.
Master/Feeder Structure
The Target Retirement Funds, the Emerging Markets Equity Index Fund, the Disciplined U.S. Equity Fund, Disciplined International Equity Fund, the Hedged International Developed Equity Index Fund, Global Value Spotlight Fund, International Value Spotlight Fund, European Value Spotlight Fund, Asia Pacific Value Spotlight Fund and U.S. Value Spotlight Fund may in the future determine to become a feeder fund that invests all of its assets in another open-end investment company (a master fund) that has substantially similar investment strategies as the Fund. This structure is sometimes called a master/feeder structure.
Fundamental Investment Restrictions
The Portfolios in which the Feeder Funds invest each have substantially the same investment restrictions as their corresponding Funds. In reviewing the description of a Feeder Funds investment restrictions below, you should assume that the investment restrictions of the corresponding Portfolio are the same in all material respects as those of the Feeder Fund.
The Trust has adopted the following restrictions applicable to the Funds, which may not be changed without the affirmative vote of a majority of the outstanding voting securities of a Fund, which is defined in the 1940 Act to mean the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund and (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are present at the meeting in person or by proxy.
1. | A Fund may borrow money and issue senior securities to the extent consistent with applicable law from time to time. |
2. | A Fund may make loans, including to affiliated investment companies, to the extent consistent with applicable law from time to time. |
3. | A Fund may purchase or sell commodities to the extent consistent with applicable law from time to time. |
4. | A Fund may purchase, sell or hold real estate to the extent consistent with applicable law from time to time. |
5. | A Fund may underwrite securities to the extent consistent with applicable law from time to time. |
For the State Street Equity 500 Index Fund, State Street Global Equity ex-U.S. Index Fund, State Street Aggregate Bond Index Fund, the Hedged International Developed Equity Index Fund, the International Developed Equity Index Fund, the Emerging Markets Equity Index Fund, the Small/Mid Cap Equity Index Fund, the Disciplined Global Equity Fund, the Disciplined U.S. Equity Fund and the Disciplined International Equity Fund:
6. | A Fund may not purchase any security if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: each Fund is permitted to invest without limit in government securities (as defined in the 1940 Act) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing. Each Fund may concentrate its investments in securities of issuers in the same industry as may be necessary to approximate the composition of the Funds underlying Index. |
For the Target Retirement Funds, the Disciplined Global Equity Fund, the Disciplined U.S. Equity Fund, the Disciplined International Equity Fund, the Global Value Spotlight Fund, the International Value Spotlight Fund, the European Value Spotlight Fund, the Asia Pacific Value Spotlight Fund and the U.S. Value Spotlight Fund:
6. | A Fund may not purchase any security if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: each Fund is permitted to invest without limit in government securities (as defined in the 1940 Act) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing. |
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For purposes of the above investment limitation number 6, in the case of a tax-exempt bond issued by a non-governmental user, where the tax-exempt bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. For each Fund, all percentage limitations (except the limitation to borrowings) on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions expressly identified as fundamental, or to the extent designated as such in the Prospectus with respect to a Fund, the other investment policies described in this SAI or in the Prospectus are not fundamental and may be changed by approval of the Trustees without shareholder approval.
Non-Fundamental Investment Restrictions
In addition, it is contrary to the present policies of the Equity 500 Index Fund and Global Equity Ex-U.S. Index Fund to invest in securitized instruments (including asset-backed securities, mortgage-backed securities, or asset-backed commercial paper) nor sweep excess cash into any non-governmental money market fund.
Names Rule Policy
To the extent a Fund is subject to Rule 35d-1 under the 1940 Act, the Fund has an investment policy, described in the Funds prospectus, to, under normal circumstances, invest at least 80% of its assets in the particular types of investments suggested by the Funds name (a Name Policy). Assets for the purposes of a Name Policy are net assets plus the amount of any borrowings for investment purposes. The percentage limitation applies at the time of purchase of an investment. A Funds Name Policy may be changed by the Board of Trustees of the Trust without shareholder approval. However, to the extent required by SEC regulations, shareholders will be provided with at least sixty (60) days notice prior to any change in a Funds Name Policy.
Additional Information
Fundamental Investment Restrictions (1) through (5), as numbered above limit a Funds ability to engage in certain investment practices and purchase securities or other instruments to the extent consistent with applicable law as that law changes from time to time. Applicable law includes the 1940 Act, the rules or regulations thereunder and applicable orders of the SEC as are currently in place. In addition, interpretations and guidance provided by the SEC staff may be taken into account, where deemed appropriate by a Fund, to determine if an investment practice or the purchase of securities or other instruments is permitted by applicable law. As such, the effects of these limitations will change as the statute, rules, regulations or orders (or, if applicable, interpretations) change, and no shareholder vote will be required or sought when such changes permit or require a resulting change in practice.
Additional Strategy Information
For Disciplined Global Equity Fund, Disciplined U.S. Equity Fund, and Disciplined International Equity Fund :
| At least 90% of each Funds net assets will be invested in publically traded equity securities |
For the Target Retirement Funds (subject to each Funds respective glide path allocations):
| With respect to Target Retirement 2015 Fund (the 2015 Fund), at least 33% of the 2015 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 17% of the 2015 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2020 Fund (the 2020 Fund), at least 45% of the 2020 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 10% of the 2020 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2025 Fund (the 2025 Fund), at least 58% of the 2025 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 8% of the 2025 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
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| With respect to Target Retirement 2030 Fund (the 2030 Fund), at least 67% of the 2030 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 6% of the 2030 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2035 Fund (the 2035 Fund), at least 75% of the 2035 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2035 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2040 Fund (the 2040 Fund), at least 81% of the 2040 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2040 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2045 Fund (the 2045 Fund), at least 86% of the 2045 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2045 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2050 Fund (the 2050 Fund), at least 88% of the 2050 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2050 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2055 Fund (the 2055 Fund), at least 88% of the 2055 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2055 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement 2060 Fund (the 2060 Fund), at least 88% of the 2060 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2060 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
| With respect to Target Retirement Fund (the Retirement Fund), at least 30% of the Retirement Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 28% of the Retirement Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
Disclosure of Portfolio Holdings
Introduction
The policies set forth below to be followed by State Street Bank and Trust Company (State Street) and SSGA FM (collectively, the Service Providers) for the disclosure of information about the portfolio holdings of the SSGA Funds, State Street Master Funds, and State Street Institutional Investment Trust (each, a Trust). These disclosure policies are intended to ensure compliance by the Service Providers and the Trust with applicable regulations of the federal securities laws, including the 1940 Act and the Investment Advisers Act of 1940, as amended. The Board of Trustees of the Trust must approve all material amendments to the policy.
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General Policy
It is the policy of the Service Providers to protect the confidentiality of client holdings and prevent the selective disclosure of non-public information concerning the Trust.
No information concerning the portfolio holdings of the Trust may be disclosed to any party (including shareholders) except as provided below. The Service Providers are not permitted to receive compensation or other consideration in connection with disclosing information about a Funds portfolio to third parties. In order to address potential conflicts between the interest of Fund shareholders, on the one hand, and those of the Service Providers or any affiliated person of those entities or of the Fund, on the other hand, the Funds policies require that non-public disclosures of information regarding the Funds portfolio may be made only if there is a legitimate business purpose consistent with fiduciary duties to all shareholders of the Fund.
The Board of Trustees of the Trust exercises continuing oversight over the disclosure of each Funds holdings by (i) overseeing the implementation and enforcement of the portfolio holding disclosure policy, Codes of Ethics and other relevant policies of each Fund and its Service Providers by the Trusts Chief Compliance Officer (CCO), and (ii) considering reports and recommendations by the Trusts CCO concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act). The Board reserves the right to amend the policy at any time without prior notice in its sole discretion.
Publicly Available Information. Any party may disclose portfolio holdings information after the holdings are publicly available.
Disclosure of the complete holdings of each Fund is required to be made quarterly within 60 days of the end of the Funds fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q (filed after the first and third fiscal quarters). These reports are available, free of charge, on the EDGAR database on the SECs website at www.sec.gov. Information about a Funds 10 largest holdings generally is posted on the Funds website at SSGAFUNDS.com, within 30 days following the end of each month. Each Fund will also make complete portfolio holdings available generally no later than 60 calendar days after the end of the Funds fiscal quarter or subsequent to periodic portfolio holdings disclosure in the Funds filings with the SEC or on their website.
Press Interviews Brokers and Other Discussions
Portfolio managers and other senior officers or spokespersons of the Service Providers or the Trust may disclose or confirm the ownership of any individual portfolio holding position to reporters, brokers, shareholders, consultants or other interested persons only if such information has been previously publicly disclosed in accordance with these disclosure policies. For example, a portfolio manager discussing the Trust may indicate that he owns XYZ Company for the Trust only if the Trusts ownership of such company has previously been publicly disclosed.
Trading Desk Reports
State Street Global Advisors (SSGA) trading desk may periodically distribute lists of investments held by its clients (including the Trust) for general analytical research purposes. In no case may such lists identify individual clients or individual client position sizes. Furthermore, in the case of equity securities, such lists shall not show aggregate client position sizes.
Miscellaneous
Confidentiality Agreement . No non-public disclosure of the Funds portfolio holdings will be made to any party unless such party has signed a written Confidentiality Agreement. For purposes of the disclosure policies, any Confidentiality Agreement must be in a form and substance acceptable to, and approved by, the Trusts officers.
Evaluation Service Providers. There are numerous mutual fund evaluation services (such as Morningstar, Inc. and Broadridge Financial Solutions, Inc., formerly Lipper, Inc.) and due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds in order to monitor and report on various attributes. These services and departments then distribute the results of their analysis to the public, paid subscribers and/or in-house brokers. In order to facilitate the review of the Trust by these services and departments, the Trust may distribute (or authorize the Service Providers and the Trusts custodian or fund accountants to distribute) month-end portfolio holdings to such services and departments only if such entity has executed a confidentiality agreement.
Additional Restrictions . Notwithstanding anything herein to the contrary, the Trusts Board of Trustees, State Street and SSGA FM may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio information beyond those found in these disclosure policies.
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Waivers of Restrictions. These disclosure policies may not be waived, or exceptions made, without the consent of the Trusts officers. All waivers and exceptions involving the Trust will be disclosed to the Board of Trustees of the Trust no later than its next regularly scheduled quarterly meeting.
Disclosures Required by Law . Nothing contained herein is intended to prevent the disclosure of portfolio holdings information as may be required by applicable law. For example, SSGA FM, State Street, the Trust or any of its affiliates or service providers may file any report required by applicable law (such as Schedules 13D, 13G and 13F or Form N-MFP), respond to requests from regulators and comply with valid subpoenas.
SSGA Active Trusts and State Street Master Funds Disclosure of Portfolio Holdings Policy : Each of SSGA Active Trust and State Street Master Funds have adopted a policy regarding the disclosure of information about their portfolio holdings. The Boards of Trustees of SSGA Active Trust and State Street Master Funds must approve all material amendments to each policy. A Portfolios portfolio holdings are publicly disseminated each day the Portfolio is open for business through financial reporting and news services including publicly accessible Internet web sites. SSGA Active Trust, the Adviser, or State Street will not disseminate non-public information concerning SSGA Active Trust, except information may be made available prior to its public availability: (i) to a party for a legitimate business purpose related to the day-to-day operations of the SSGA Active Trust, including (a) a service provider, (b) the stock exchanges upon which the ETF is listed, (c) the NSCC, (d) the Depository Trust Company, and (e) financial data/research companies such as Morningstar, Bloomberg L.P., and Reuters, or (ii) to any other party for a legitimate business or regulatory purpose, upon waiver or exception, with the consent of an applicable officer of such Trust. State Street Master Funds, the Adviser, or State Street will not disseminate non-public information concerning State Street Master Funds to any party unless such party has signed a written confidentiality agreement.
MANAGEMENT OF THE TRUST AND STATE STREET MASTER FUNDS
The Board of Trustees is responsible for overseeing generally the management, activities and affairs of the Funds and has approved contracts with various organizations to provide, among other services, day-to-day management required by the Trust (see the section called Investment Advisory and Other Services). The Board has engaged the Adviser to manage the Funds on a day-to day basis. The Board is responsible for overseeing the Adviser and other service providers in the operation of the Trust in accordance with the provisions of the 1940 Act, applicable Massachusetts law and regulation, other applicable laws and regulations, and the Amended and Restated Declaration of Trust. The Trustees listed below are also Trustees of the SSGA Funds, the State Street Master Funds and the State Street Navigator Securities Lending Trust (the Navigator Trust) and their respective series. Except for Messrs. Holland and Taber, the Trustees listed below are also Trustees of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts (collectively, the Elfun Funds). The following table provides information with respect to each Trustee, including those Trustees who are not considered to be interested as that term is defined in the 1940 Act (the Independent Trustees), and each officer of the Trusts.
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INDEPENDENT TRUSTEES | ||||||||||
Michael F. Holland c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1944 |
Trustee and Co-Chairman of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). |
60 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc. (2007-2017); Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loans (and Real Estate) Funds. |
31
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Patrick J. Riley c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chairman of the Board |
Term: Indefinite Elected: 1/14 |
2002 to May 2010, Associate Justice of the Superior Court, Commonwealth of Massachusetts; 1985 to 2002, Partner, Riley, Burke & Donahue, L.L.P. (law firm); 1998 to Present, Independent Director, State Street Global Advisers Ireland, Ltd. (investment company); 1998 to Present, Independent Director, SSGA Liquidity plc (formerly, SSGA Cash Management Fund plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | 66 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). | |||||
William L. Marshall c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1942 |
Trustee and Co-Chairman of the Audit Committee |
Term: Indefinite Elected: 1/14 |
July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association. | 66 |
32
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Richard D. Shirk c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1945 |
Trustee and Co-Chairman of the Qualified Legal and Compliance Committee |
Term: Indefinite Elected: 1/14 |
March 2001 to April 2002, Chairman (1996 to March 2001, President and Chief Executive Officer), Cerulean Companies, Inc. (holding company) (Retired); 1992 to March 2001, President and Chief Executive Officer, Blue Cross Blue Shield of Georgia (health insurer, managed healthcare). | 66 | 1998 to December 2008, Chairman, Board Member and December 2008 to Present, Investment Committee Member, Healthcare Georgia Foundation (private foundation); September 2002 to 2012, Lead Director and Board Member, Amerigroup Corp. (managed health care); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, Gettysburg College; Board member, Aerocare Holdings, Regenesis Biomedical Inc. | |||||
Rina K. Spence c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chair of the Qualified Legal and Compliance Committee and Co-Chair of the Governance Committee |
Term: Indefinite Elected: 7/99 |
President of SpenceCare International LLC (international healthcare consulting) (1999 present); Chief Executive Officer, IEmily.com (health internet company) (2000 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998 1999); Founder, President and Chief Executive Officer of Spence Center for Womens Health (1994 1998); President and CEO, Emerson Hospital (1984 1994); Honorary Consul for Monaco in Boston (2015 present). |
66 |
Trustee, Eastern Enterprise (utilities) (1988 2000); Director, Berkshire Life Insurance Company of America (1993 2009). |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
Bruce D. Taber c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1943 |
Trustee and Co-Chairman of the Valuation Committee and Co- Chairman of the Governance Committee | Term: Indefinite Elected: 1/14 |
Retired; 1999 to 2016, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). |
60 | ||||||
Douglas T. Williams c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1940 |
Trustee and
Co-Chairman of the Audit Committee |
Term:
Indefinite Elected: 7/99 |
Retired Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 - 1999); President, Boston Stock Exchange Depository Trust Company, 1981-1982; Treasurer, Nantucket Educational Trust, (2002-2007); Executive Vice President and Global Head of Technology and Operations, JP Morgan Chase (1994 to 1998). | 66 | ||||||
Michael A. Jessee c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairman of the Valuation Committee |
Term: Indefinite Appointed: 7/16 |
Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 2009); Trustee, Randolph-Macon College (2004 2016). | 66 |
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NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INTERESTED TRUSTEE (1) |
||||||||||
James E. Ross SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Trustee |
Term:
Indefinite Appointed: 2/07 |
Chairman and Director, SSGA Funds Management, Inc. (2005-present); Executive Vice President, State Street Global Advisors (2012-present); Chief Executive Officer and Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present); Director, State Street Global Markets, LLC (2013 - April 2017); President, SSGA Funds Management, Inc. (2005 2012); Principal, State Street Global Advisors (2000-2005). |
227 | SSGA SPDR ETFs Europe I plc (Director) (November 2016 present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 present). |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA FM an affiliate of the Trust. |
| For the purpose of determining the number of portfolios overseen by the Trustees, Fund Complex comprises registered investment companies for which SSGA FM serves as investment adviser. |
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
OFFICERS: | ||||||
Ellen M. Needham SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
President | Term: Indefinite Elected: 10/12 | President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* | |||
Bruce S. Rosenberg SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1961 |
Treasurer | Term: Indefinite Elected: 2/16 | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 present); Director, Credit Suisse (April 2008 July 2015). | |||
Ann M. Carpenter SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1966 |
Vice President and Deputy Treasurer |
Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 |
Chief Operating Officer, SSGA Funds Management, Inc. (April 2005 present) *; Managing Director, State Street Global Advisors. (2005 present).* | |||
Chad C. Hallett SSGA Funds Management, Inc. |
Deputy Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 present); Vice |
35
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
One Iron Street Boston, MA 02210 YOB: 1969 |
President, State Street Bank and Trust Company (2001 November 2014).* | |||||
Darlene Anderson-Vasquez SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1968 |
Deputy Treasurer |
Term: Indefinite Elected: 11/16 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 present); Senior Vice President, John Hancock Investments (September 2007 May 2016). | |||
Arthur A. Jensen SSGA Funds Management, Inc. 1600 Summer Street Stamford, CT 06905 YOB: 1966 |
Deputy Treasurer |
Term: Indefinite Elected: 11/16 |
Vice President at State Street Global Advisors (July 2016 present); Deputy Treasurer of Elfun Funds (July 2016 present); Treasurer of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds (June 2011 present); Treasurer of Elfun Funds (June 2011 July 2016); Mutual Funds Controller of GE Asset Management Incorporated (April 2011 July 2016). |
36
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
Sujata Upreti SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1974 |
Assistant Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 present); Assistant Director, Cambridge Associates, LLC (July 2014 January 2015); Vice President, Bank of New York Mellon (July 2012 August 2013); Manager, PricewaterhouseCoopers, LLP (September 2003 July 2012). | |||
Daniel Foley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1972 |
Assistant Treasurer |
Term: Indefinite Elected: 2/16 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 present).* | |||
Daniel G. Plourde SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1980 |
Assistant Treasurer |
Term: Indefinite Elected: 5/17 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 present); Officer, State Street Bank and Trust Company (March 2009 May 2015). | |||
Brian Harris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1973 |
Chief Compliance Officer, Anti-Money Laundering Officer and Code of Ethics Compliance Officer |
Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (2013Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (September 2010 May 2013). | |||
Joshua A. Weinberg SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1978 |
Chief Legal Officer |
Term: Indefinite Elected: 2/15 |
Managing Director and Managing Counsel, State Street Global Advisors (2011 present)*; Clerk, SSGA Funds Management, Inc. (2013 present); Associate, Financial Services Group, Dechert LLP (2005 2011). | |||
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7 th Floor Boston, MA 02111-2900 YOB: 1976 |
Secretary |
Term: Indefinite Elected: 9/16 |
Vice President and Managing Counsel, State Street Bank and Trust Company (2013 present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007-2013). | |||
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7 th Floor Boston, MA 02111-2900 YOB: 1983 |
Assistant Secretary |
Term: Indefinite Elected: 5/16 |
Vice President and Counsel, State Street Bank and Trust Company (2015- present); Regulatory Advisor, JPMorgan (2014 2015); Claims Case Manager, Liberty Mutual Insurance (2012 2014); Contract Attorney, Various Law Firms (2011 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
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The By-Laws of the Trust provide that the Trust shall indemnify each person who is or was a Trustee of the Trust against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings if the person in good faith and reasonably believes that his or her conduct was in the Trusts best interest. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.
Summary of Trustees Qualifications
Following is a summary of the experience, attributes and skills which qualify each Trustee to serve on the Boards of Trustees of the Trust and State Street Master Funds.
Michael F. Holland: Mr. Holland is an experienced business executive with over 47 years of experience in the financial services industry including 22 years as a portfolio manager of another registered mutual fund; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees and related Committees of State Street Institutional Investment Trust and State Street Master Funds for 18 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee of the Navigator Trust.
Rina K. Spence: Ms. Spence is an experienced business executive with over 37 years of experience in the health care industry; her experience includes service as a trustee, director or officer of various investment companies, charities and utility companies and chief executive positions for various health care companies. She has served on the Board of Trustees and related Committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. She also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Douglas T. Williams: Mr. Williams is an experienced business executive with over 44 years of experience in the banking industry; his experience includes service as a trustee or director of various investment companies and charities and senior executive positions of major bank organizations. He has served on the Board of Trustees and related Committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
James E. Ross: Mr. Ross is an experienced business executive with over 28 years of experience in the financial services industry; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees of the State Street Institutional Investment Trust and the State Street Master Funds for 11 years and as President of the Trusts for over 11 years and possesses significant experience regarding the Trusts operations and history. He also serves as a Trustee of the Navigator Trust, the Elfun Funds and additional trusts that include series for which SSGA FM serves as investment adviser. Mr. Ross is also a senior executive officer of State Street Global Advisors and Chief Executive Officer of State Street Global Advisors Funds Distributors, LLC. Mr. Ross is also on the Board of Governors of the Investment Company Institute.
William L. Marshall: Mr. Marshall is an experienced business executive with over 48 years of experience in the financial services industry; his experience includes service as an advisor trustee or officer of various investment companies and charities. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 41 years of experience in the legal and financial services industries; his experience includes service as a trustee or director of various investment companies and Associate Justice of the Superior Court of the Commonwealth of Massachusetts. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 49 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust and the Elfun Funds.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 44 years of experience in the power generation, technology and engineering industries; his experience includes service as a trustee or director of various investment companies. He has served on the Board of Trustees and related Committees of SSGA Funds for 26 years and possesses significant experience regarding the operations and history of the Trust. He also serves as a Trustee of the Navigator Trust.
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Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the banking industry. He previously served as President and Chief Executive Officer of the Federal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on the Navigator Trusts Board of Trustees and related committees for 22 years and possesses significant experience regarding the Trusts operations and history. He also serves as a Trustee of the Elfun Funds.
References to the experience, attributes and skills of Trustees above are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Standing Committees
The Board of Trustees has established various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the Trust, and the Trusts shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board has created an Audit Committee, Governance Committee, Valuation Committee and Qualified Legal and Compliance Committee.
The Audit Committee is composed of all of the Independent Trustees. The Audit Committee meets twice a year, or more often as required, in conjunction with meetings of the Board of Trustees. The Audit Committee oversees and monitors the Trusts internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the independent accountants for the Trust. The Audit Committee is responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of the independent accountants, including non-audit services performed. The Audit Committee reviews the qualifications of the independent accountants key personnel involved in the foregoing activities and monitors the independent accountants independence. During the fiscal year ended December 31, 2017, the Audit Committee held four meetings.
The Governance Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee, including the Nominating Committee (a sub-committee of the Governance Committee), is to review and evaluate the composition and performance of the Board; make nominations for membership on the Board and committees; review the responsibilities of each committee; and review governance procedures, compensation of Independent Trustees, and independence of outside counsel to the Trustees. The Nominating Committee will consider nominees to the Board recommended by shareholders. Recommendations should be submitted in accordance with the procedures set forth in the Nominating Committee Charter and should be submitted in writing to the Trust, to the attention of the Trusts Secretary, at the address of the principal executive offices of the Trust. Shareholder recommendations must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. The Governance Committee performs an annual self-evaluation of Board members. During the fiscal year ended December 31, 2017, the Governance Committee held two meetings.
The Valuation Committee is composed of all the Independent Trustees. The Valuation Committees primary purpose is to review the actions and recommendations of the Advisers Oversight Committee no less often than quarterly. The Trust has established procedures and guidelines for valuing portfolio securities and making fair value determinations from time to time through the Valuation Committee, with the assistance of the Oversight Committee, State Street and SSGA FM. During the fiscal year ended December 31, 2017, the Valuation Committee held four meetings.
The Qualified Legal and Compliance Committee (the QLCC) is composed of all the Independent Trustees. The primary functions of the QLCC are to receive quarterly reports from the Trusts CCO; to oversee generally the Trusts responses to regulatory inquiries; and to investigate matters referred to it by the Chief Legal Officer and make recommendations to the Board regarding the implementation of an appropriate response to evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Trust, its officers or the Trustees. During the fiscal year ended December 31, 2017, the QLCC held four meetings.
Leadership Structure and Risk Management Oversight
The Board has chosen to select different individuals as Co-Chairpersons of the Board of the Trust and as President of the Trust. Currently, Mr. Holland and Mr. Riley, both Independent Trustees, serve as Co-Chairpersons of the Board, Mr. Marshall and Mr. Williams serve as Co-Chairpersons of the Audit Committee, Mr. Shirk and Ms. Spence serve as Co-Chairpersons of the QLCC, Mr. Jessee and Mr. Taber serve as Co-Chairpersons of the Valuation Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee.
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Mr. Ross, who is also an employee of the Adviser, serves as a Trustee of the Trust and Ellen Needham, who is also an employee of the Adviser, serves as President of the Trust. The Board believes that this leadership structure is appropriate, since Mr. Ross and Ms. Needham provide the Board with insight regarding the Trusts day-to-day management, while Mr. Holland and Mr. Riley provide an independent perspective on the Trusts overall operation and Mr. Marshall and Mr. Williams provide a specialized perspective on audit matters.
The Board has delegated management of the Trust to service providers who are responsible for the day-to-day management of risks applicable to the Trust. The Board oversees risk management for the Trust in several ways. The Board receives regular reports from both the CCO and administrator for the Trust, detailing the results of the Trusts compliance with its Board-adopted policies and procedures, the investment policies and limitations of the Funds, and applicable provisions of the federal securities laws and the Code. As needed, the Adviser discusses management issues regarding the Trust with the Board, soliciting the Boards input on many aspects of management, including potential risks to the Funds. The Boards Audit Committee also receives reports on various aspects of risk that might affect the Trust and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to the Independent Trustees, the independent registered public accounting firm, counsel to the Trust, the CCO and representatives of management, as needed. Through these regular reports and interactions, the Board oversees the risk management parameters for the Trust, which are effected on a day-to-day basis by service providers to the Trust.
Trustee Ownership of Securities of the Trust, Adviser and Distributor
As of December 31, 2017 none of the Independent Trustees or their immediate family members had any ownership of securities of the Adviser, State Street Global Advisors Funds Distributors, LLC (SSGA FD or the Distributor), the Trusts distributor, or any person directly or indirectly controlling, controlled by or under common control with the Adviser or SSGA FD.
The following table sets forth information describing the dollar range of the Trusts equity securities beneficially owned by each Trustee as of December 31, 2017.
Name of Independent Trustee |
Dollar Range Of Equity Securities In The Funds |
Aggregate Dollar Range
Of Equity Securities In All Registered Investment Companies Overseen By Trustees In Family of Investment Companies |
||
Michael F. Holland |
None | None | ||
William L. Marshall |
None | Over $100,000 | ||
Patrick J. Riley |
None | Over $100,000 | ||
Richard D. Shirk |
None | Over $100,000 | ||
Rina K. Spence |
None | None | ||
Bruce D. Taber |
None | Over $100,000 | ||
Douglas T. Williams |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustee |
||||
James E. Ross |
None | Over $100,000 |
Trustee Compensation
As of July 1, 2016, except as noted below, each Independent Trustee receives for his or her services to the State Street Master Funds, the State Street Institutional Investment Trust, the SSGA Funds, the Elfun Funds and the Navigator Trust, a $170,000 annual base retainer in addition to $22,500 for each in-person meeting $6,000 for each special in-person meeting and $2,500 for each telephonic meeting from the Trusts. The Trust pays a fixed allocation of $18,000 per Fund. The Co-Chairmen receive an additional $50,000 annual retainer. The annual base retainer payable to Mr. Holland and to Mr. Taber is $164,000, and the annual Co-Chairmen retainer payable to Mr. Holland is $49,000 in light of the fact that neither Mr. Holland nor Mr. Taber serves as a member of the Board of Trustees of the Elfun Funds. The Independent Trustees are reimbursed for travel and other out-of pocket expenses in connection with meeting attendance. As of the date of this SAI, the Trustees were not paid pension or retirement benefits as part of the Trusts expenses.
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The Trusts officers are compensated by the Adviser and its affiliates.
The following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2017:
AGGREGATE
COMPENSATION FROM THE TRUST |
PENSION OR
RETIREMENT BENEFITS ACCRUED AS PART OF TRUST EXPENSES |
ESTIMATED
ANNUAL BENEFITS UPON RETIREMENT |
TOTAL
COMPENSATION FROM TRUST & FUND COMPLEX PAID TO TRUSTEES |
|||||||||||||
NAME OF INDEPENDENT TRUSTEE |
|
|||||||||||||||
William L. Boyan 1 |
$ | 35,639 | $ | 0 | $ | 0 | $ | 47,194 | ||||||||
Michael F. Holland |
$ | 286,743 | $ | 0 | $ | 0 | $ | 336,500 | ||||||||
William L. Marshall |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Patrick J. Riley |
$ | 271,585 | $ | 0 | $ | 0 | $ | 343,500 | ||||||||
Richard D. Shirk |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Rina K. Spence |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Bruce D. Taber |
$ | 245,705 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Douglas T. Williams |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
Michael A. Jessee |
$ | 233,456 | $ | 0 | $ | 0 | $ | 293,500 | ||||||||
NAME OF INTERESTED TRUSTEE |
|
|||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
1 | Mr. Boyan served as a Trustee until February 2017. |
Trustees and Officers of the SSGA Active Trust
The trustees of the SSGA Active Trust are responsible for generally overseeing the SSGA Active Trusts business. The following table provides biographical information with respect to each trustee and officer of the SSGA Active Trust. The Trustees and Officers listed below are responsible for overseeing the Disciplined Global Equity Portfolio, in which the Disciplined Global Equity Fund invests substantially all of its assets.
TRUSTEES
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S)
|
TERM OF
|
PRINCIPAL
|
NUMBER OF
|
OTHER
|
|||||
INDEPENDENT TRUSTEES | ||||||||||
FRANK NESVET c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1943 |
Independent Trustee,
Chairman,
|
Term: Unlimited Served: since March 2011 |
Retired. | 148 | None. | |||||
DAVID M. KELLY c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1938 |
Independent Trustee |
Term: Unlimited
Served: since
|
Retired. | 148 |
Chicago Stock
Inc. (Former Director, retired). |
41
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S)
|
TERM OF
|
PRINCIPAL
|
NUMBER OF
|
OTHER
|
|||||
BONNY EUGENIA BOATMAN c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1950 |
Independent Trustee |
Term:
Served: since March 2011 |
Retired. | 148 | None. | |||||
DWIGHT D. CHURCHILL c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1953 |
Independent Trustee |
Term: Unlimited Served: since March 2011 |
Self-employed
President, CFA
Institute (June
|
148 |
Affiliated
Managers Group, Inc. (Director). |
|||||
CARL G. VERBONCOEUR c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1952 |
Independent
Trustee, Audit
|
Term:
Served: since March 2011 |
Self-employed
consultant since 2009. |
148 |
The Motley Fool
Funds Trust (Trustee). |
|||||
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S)
|
TERM OF
|
PRINCIPAL
|
NUMBER OF
|
OTHER
|
|||||
INTERESTED TRUSTEE | | | | | ||||||
JAMES E. ROSS* SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Interested Trustee |
Term:
Served as Trustee: since March 2011 |
Chairman and Director, SSGA Funds Management, Inc. (2005 - present); Executive Vice President, State Street Global Advisors (2012 - present); Chief Executive Officer and Director, State Street Global Advisors Funds Distributors, LLC (May 2017 present); Director, State Street Global Markets, LLC (2013 April 2017); President, SSGA Funds | 234 | SSGA SPDR ETFs Europe I plc (Director) (November 2016 - present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 - present). | |||||
Management, Inc. (2005 2012), Principal, State Street Global Advisors (2000 2005). |
| For the purpose of determining the number of portfolios overseen by the Trustees, Fund Complex comprises registered investment companies for which SSGA Fund Management, Inc. serves as investment adviser. |
42
* | Mr. Ross is an Interested Trustee because of his employment with the Adviser and ownership interest in an affiliate of the Adviser. |
OFFICERS
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS |
|||
ELLEN M. NEEDHAM SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
President |
Term: Unlimited Served: since October 2012 |
President and Director, SSGA Funds Management, Inc. (2001 - present)*; Senior Managing Director, State Street Global Advisors (1992 - present)* ; Director, State Street Global Advisors Funds Distributors, LLC (May 2017 - present). | |||
ANN M. CARPENTER SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1966 |
Vice President; Deputy Treasurer |
Term: Unlimited Served: since August 2012 (with respect to Vice President); Unlimited Served: since February 2016 (with respect to Deputy Treasurer) |
Chief Operating Officer, SSGA Funds Management, Inc. (2005 - Present)*; Managing Director, State Street Global Advisors (2005 - present).* | |||
MICHAEL P. RILEY SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Vice President |
Term: Unlimited Served: since March 2011 |
Managing Director, State Street Global Advisors (2005 - present).* | |||
JOSHUA A. WEINBERG SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 1978 |
Chief Legal
Officer |
Term: Unlimited
Served: since
|
Managing Director and Managing Counsel, State Street Global Advisors (2011 - present); Clerk, SSGA Funds Management, Inc. (2013 - present); Associate, Financial Services Group, Dechert LLP (2006 - 2011). | |||
JESSE D. HALLEE State Street Bank and Trust Company One Hundred Summer Street, SUM0703 Boston, MA 02111 YOB: 1976 |
Secretary |
Term: Unlimited Served: since August 2017 |
Vice President and Senior Counsel, State Street Bank and Trust Company (2013 - present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007-2013).** | |||
BRUCE S. ROSENBERG SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1961 |
Treasurer |
Term: Unlimited Served: since
February 2016 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 - present); Director, Credit Suisse (April 2008 - July 2015). | |||
CHAD C. HALLETT SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Deputy Treasurer |
Term: Unlimited Served: since February 2016 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 - present); Vice President, State Street Bank and Trust Company (2001 - November 2014).* | |||
DARLENE ANDERSON-VASQUEZ SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1968 |
Deputy Treasurer |
Term: Unlimited Served: since November 2016 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 - present); Senior Vice President, John Hancock Investments (September 2007 - May 2016). |
43
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS |
|||
ARTHUR A. JENSEN SSGA Funds Management, Inc. 1600 Summer Street Stamford, CT 06905 YOB: 1966 |
Deputy Treasurer |
Term: Unlimited Served: since August 2017 |
Vice President at State Street Global Advisors (July 2016 present); Deputy Treasurer of Elfun Funds (July 2016 present); Treasurer of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds (June 2011 present); Treasurer of Elfun Funds (June 2011 - July 2016); Mutual Funds Controller of GE Asset Management Incorporated (April 2011 - July 2016); Senior Vice President at Citigroup (2008 2010); and Vice President at JPMorgan (2005 2008). | |||
DANIEL FOLEY SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1972 |
Assistant Treasurer |
Term: Unlimited Served: since
February 2016 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 - present).* | |||
DANIEL G. PLOURDE SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1980 |
Assistant Treasurer |
Term: Unlimited Served: since May 2017 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 - present); Officer, State Street Bank and Trust Company (March 2009 - May 2015). | |||
SUJATA UPRETI SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1974 |
Assistant Treasurer |
Term: Unlimited Served: since
February 2016 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 - present); Assistant Director, Cambridge Associates, LLC (July 2014 - January 2015); Vice President, Bank of New York Mellon (July 2012 - August 2013); Manager, PricewaterhouseCoopers, LLP (September 2003 - July 2012). | |||
BRIAN HARRIS SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1973 |
Chief
Officer; Anti-Money Laundering Officer; Code of Ethics Compliance Officer |
Term: Unlimited Served: since November 2013 |
Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (June 2013 - present)*; Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (2010 - 2013). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
** | Served in various capacities and/or with unaffiliated mutual funds or closed-end funds for which State Street Bank and Trust Company or its affiliates act as a provider of services during the noted time period. |
Summary of Trustees Qualifications SSGA Active Trust
The SSGA Active Trust Board has concluded that each of the Trustees should serve on the Board because of his or her ability to review and understand information about the Funds provided to him or her by management, to identify and request other information he or she may deem relevant to the performance of his or her duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise his or her business judgment in a manner that serves the best interests of each Funds shareholders. The Board has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.
44
The Board has concluded that Mr. Nesvet should serve as Trustee because of the experience he has gained serving as the Chief Executive Officer of a financial services consulting company, serving on the boards of other investment companies, and serving as chief financial officer of a major financial services company; his knowledge of the financial services industry, and the experience he has gained serving as Trustee of SPDR Index Shares Funds and SPDR Series Trust since 2000.
The Board has concluded that Mr. Kelly should serve as Trustee because of the experience he gained serving as the President and Chief Executive Officer of the National Securities Clearing Corporation (NSCC), his previous directorship experience, and the experience he has gained serving as Trustee of SPDR Index Shares Funds and SPDR Series Trust since 2000.
The Board has concluded that Ms. Boatman should serve as Trustee because of the experience she gained serving as Managing Director of the primary investment division of one of the nations leading financial institutions, her knowledge of the financial services industry and the experience she has gained serving as Trustee of SPDR Index Shares Funds and SPDR Series Trust since April 2010.
The Board has concluded that Mr. Churchill should serve as Trustee because of the experience he gained serving as Head of the Fixed Income Division of one of the nations leading mutual fund companies and provider of financial services, serving as the Chief Executive Officer and President of the CFA Institute, his knowledge of the financial services industry and the experience he has gained serving as Trustee of SPDR Index Shares Funds and SPDR Series Trust since April 2010.
The Board has concluded that Mr. Verboncoeur should serve as Trustee because of the experience he gained serving as the Chief Executive Officer of a large financial services and investment management company, his knowledge of the financial services industry and his experience serving on the boards of other investment companies, including SPDR Index Shares Funds and SPDR Series Trust since April 2010.
The Board has concluded that Mr. Ross should serve as Trustee because of the experience he has gained in his various roles with the Adviser, his knowledge of the financial services industry, and the experience he has gained serving as Trustee of SPDR Index Shares Funds and SPDR Series Trust since 2005 (Mr. Ross did not serve as Trustee of SPDR Index Shares Funds or SPDR Series Trust from December 2009 until April 2010).
In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Boards overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds.
The Trust has adopted proxy voting procedures pursuant to which the Trust delegates the responsibility for voting proxies relating to portfolio securities held by the Funds and Portfolios to the Adviser or Sub-Adviser, as applicable, as part of the Advisers and Sub-Advisers general management of the Funds and Portfolios, subject to the Boards continuing oversight. A copy of the Trusts proxy voting procedures is located in Appendix B, a copy of the Advisers and Sub-Advisers proxy voting procedures are located in Appendix C.
Shareholders may receive information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 (i) by calling (877) 521-4083 or (ii) on the SECs website at www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 2, 2018, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of each class (if applicable) of each Fund .
Persons or organizations owning 25% or more of the outstanding shares of a Fund may be presumed to control (as that term is defined in the 1940 Act) a Fund. As a result, these persons or organizations could have the ability to approve or reject those matters submitted to the shareholders of such Fund for their approval.
45
As of April 2, 2018, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 25% or more of the outstanding shares of a Fund.
Name and Address |
Percentage | |||
State Street Equity 500 Index Fund- Administrative Shares |
||||
American United Life Insurance Company CO American Unit Trust Attn: Separate Accounts P.O. Box 368 Indianapolis, IN 46206-0368 |
99.96 | % | ||
State Street Equity 500 Index Fund- Class R Shares |
||||
American United Life Insurance Company CO American Unit Trust Attn: Separate Accounts P.O. Box 368 Indianapolis, IN 46206 -0368 |
97.02 | % | ||
State Street Equity 500 Index Fund- Service Shares |
||||
Nationwide Trust Company FSB FBO Participating Retirement Plans NTC/PLNS C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
60.04 | % | ||
Nationwide Life Insurance Company NACO C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
39.96 | % | ||
State Street Equity 500 Index Fund- Class A |
||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Iron St. Boston MA 02210 |
80.55 | % | ||
State Street Equity 500 Index Fund- Class I |
||||
Mastercard Intl Deferral Plan PO Box 1533 Minneapolis MN 55480-1533 |
78.93 | % | ||
State Street Aggregate Bond Index Fund- Class A |
||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Iron St. Boston MA 02210 |
83.64 | % |
46
State Street Aggregate Bond Index Fund- Class I |
||||
Asbestos Workers Local 6 Health & Welfare 303 Freeport Street Boston, MA 02122-3513 |
30.52 | % | ||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
29.60 | % | ||
State Street Aggregate Bond Index Fund- Class K |
||||
Office of Hawaiian Affairs 560 N Nimitz Highway Ste 200 Honolulu, HI 96817-5330 |
34.65 | % | ||
State Street Global Equity ex-U.S. Index Fund- Class A |
||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Iron St. Boston MA 02210 |
62.90 | % | ||
State Street Global Equity ex-U.S. Index Fund- Class I |
||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
100.00 | % | ||
State Street Global Equity ex-U.S. Index Fund- Class K |
||||
SEI Private Trust Company One Freedom Valley Drive Attn: Mutual Funds Admin Oaks, PA 19456-9989 |
74.07 | % | ||
State Street Emerging Markets Equity Index Fund- Class K |
||||
Goldman Sachs & Co. c/o Mutual Funds Ops. 222 S. Main Street Salt Lake City, UT 84101-2199 |
75.29 | % | ||
State Street Small/Mid Cap Equity Index Fund- Class A |
||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Iron St. Boston MA 02210 |
95.93 | % |
47
State Street Small/Mid Cap Equity Index Fund- Class I |
||||
Wells Fargo Bank NA FBO Mastercard Intl Deferral Plan PO Box 1533 Minneapolis MN 55480-1533 |
84.98 | % | ||
State Street Small/Mid Cap Equity Index Fund- Class K |
||||
National Financial Services Corporation For the Exclusive Benefits of our Customers Attn: Mutual Funds 4th Floor 499 Washington Blvd. Jersey City, NJ 07310-2010 |
89.13 | % | ||
State Street Hedged International Developed Equity Index Fund- Class K |
||||
Goldman Sachs & Co. c/o Mutual Funds Ops. 222 S. Main Street Salt Lake City, UT 84101-2199 |
78.16 | % | ||
State Street Disciplined Global Equity Fund- Class I |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
73.85 | % | ||
National Financial Services LLC For The Exclusive Benefit Of Our Customers Attn Mutual Funds Department 4TH FL 499 Washington Blvd Jersey City NJ 07310-1995 |
26.15 | % | ||
State Street Disciplined U.S. Equity Fund- Class I |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % | ||
State Street Disciplined International Equity Fund- Class I |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % | ||
State Street Global Value Spotlight Fund- Class K |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % |
48
State Street International Value Spotlight Fund- Class K |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % | ||
State Street European Value Spotlight Fund- Class K |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % | ||
State Street Asia Pacific Value Spotlight Fund- Class K |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % | ||
State Street U.S. Value Spotlight Fund- Class K |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
100 | % | ||
State Street Target Retirement 2015 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
78.76 | % | ||
State Street Target Retirement 2015 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2015 FundClass K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
57.98 | % | ||
State Street Target Retirement 2015 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
33.05 | % |
49
State Street Target Retirement 2020 Fund-Class A |
||||
National Financial Services 499 Washington Blvd Jersey City NJ 07310-1995 |
26.65 | % | ||
State Street Target Retirement 2020 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2020 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
70.82 | % | ||
State Street Target Retirement 2025 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
64.61 | % | ||
State Street Target Retirement 2025 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2025 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
69.34 | % | ||
State Street Target Retirement 2030 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
51.45 | % |
50
State Street Target Retirement 2030 Fund-Class A |
||||
National Financial Services 499 Washington Blvd Jersey City NJ 07310-1995 |
26.32 | % | ||
State Street Target Retirement 2030 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2030 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
73.44 | % | ||
State Street Target Retirement 2035 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
67.52 | % | ||
State Street Target Retirement 2035 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2035 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
73.19 | % | ||
State Street Target Retirement 2040 Fund-Class A |
||||
Pershing LLC PO Box 2052 Jersey City NJ 07303-2052 |
60.89 | % |
51
State Street Target Retirement 2040 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2040 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
77.66 | % | ||
State Street Target Retirement 2045 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
29.9 | % | ||
State Street Target Retirement 2045 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2045 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
77.34 | % | ||
State Street Target Retirement 2050 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
30.79 | % | ||
State Street Target Retirement 2050 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
27.40 | % |
52
State Street Target Retirement 2050 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement 2050 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
73.39 | % | ||
State Street Target Retirement 2055 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
90.74 | % | ||
State Street Target Retirement 2055 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
64.86 | % | ||
State Street Target Retirement 2055 Fund-Class I |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
35.14 | % | ||
State Street Target Retirement 2055 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
77.49 | % | ||
State Street Target Retirement 2060 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
70.67 | % |
53
State Street Target Retirement 2060 Fund-Class A |
||||
Wells Fargo Clearing Services 2801 Market Street Saint Louis MO 63103-2523 |
26.71 | % | ||
State Street Target Retirement 2060 Fund-Class I |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
94.62 | % | ||
State Street Target Retirement 2060 Fund-Class K |
||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
55.94 | % | ||
State Street Target Retirement Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
78.52 | % | ||
State Street Target Retirement Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
100.00 | % | ||
State Street Target Retirement Fund-Class K |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
64.48 | % |
54
As of April 2, 2018, to the knowledge of the Trust, the following persons held of record or beneficially through one or more accounts 5% or more of the outstanding shares of each class of the Funds.
State Street Equity 500 Index Fund- Class A |
||||
Great-West Trust Company LLC TTEE F Recordkeeping For Various Benefit P 8525 E Orchard RD C/O Mutual Fund Trading Greenwood Village CO 80111-5002 |
8.58 | % | ||
State Street Equity 500 Index Fund- Class I |
||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
16.31 | % | ||
State Street Equity 500 Index Fund- Class K |
||||
MAC & CO Attn: Mutual Fund Ops 500 Grant ST RM 151-1010 PO Box 3198 Pittsburgh, PA 15219-2502 |
9.24 | % | ||
State Street Equity 500 Index Fund- Class K |
||||
MAC & CO Attn: Mutual Fund Ops 500 Grant ST RM 151-1010 PO Box 3198 Pittsburgh, PA 15219-2502 |
6.21 | % | ||
State Street Equity 500 Index Fund- Class K |
||||
MAC & CO Attn: Mutual Fund Ops 500 Grant ST RM 151-1010 PO Box 3198 Pittsburgh, PA 15219-2502 |
19.98 | % | ||
State Street Equity 500 Index Fund- Class K |
||||
National Financial Services LLC For The Exclusive Benefit Of Our Customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
22.61 | % | ||
State Street Equity 500 Index Fund- Class K |
||||
State Street Bank & Trust As Trustee And /Or Cust Fbo Adp Access Product 1 Iron Street Boston, MA 02210 |
13.55 | % | ||
State Street Equity 500 Index Fund- Class K |
||||
Office Of Hawaiian Affairs 560 N Nimitz Hwy STE 200 Honolulu HI 96817-5330 |
7.40 | % |
55
State Street Aggregate Bond Index Fund- Class A |
||||
Mid Atlantic Trust Company FBO Datatalk Telecom, Inc. 401(k) Profits 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222-4228 |
8.73 | % | ||
State Street Aggregate Bond Index Fund- Class I |
||||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
15.67 | % | ||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
16.02 | % | ||
State Street Aggregate Bond Index Fund- Class K |
||||
Indian River Memorial Hospital Inc. 1000 36th Street Vero Beach, FL 32960-6592 |
19.49 | % | ||
National Financial Services LLC For The Exclusive Benefit Of Our Customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
12.40 | % | ||
Matrix Trust Company Trustee FBO PO Box 52129 Phoenix AZ 85072-212 |
9.36 | % | ||
FBO Douglas County Employees Retirement Trust PO Box 1787 Milwaukee WI 53201-1787 |
7.74 | % | ||
State Street Global Equity ex-U.S. Index Fund- Class A |
||||
ICMA-RC RHS Omnibus Account C/O ICMA Retirement Corporation 777 North Capitol Street, NE Washington D.C. 20002-4239 |
15.19 | % | ||
National Financial Services LLC 499 Washington Blvd NAL Financial Services LLC Jersey City NJ 07310-1995 |
19.39 | % | ||
State Street Global Equity ex-U.S. Index Fund- Class K |
||||
Olathe Medical Center 560 N. Nimitz Hwy. Ste. 200 Olathe, KS 66061-7211 |
6.49 | % |
56
Office of Hawaiian Affairs 560 North Nimitz Hwy STE 200 Honolulu HI 96817-5330 |
5.12 | % | ||
State Street Global Equity Ex US K |
7.28 | % | ||
Fifth Third Bank FBO Bv Health Assoc 5001 Kingsley DR Dept 3385 Cincinnati OH 45227-1114 |
||||
State Street Small/Mid Cap Equity Index Fund- Class I |
||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
14.88 | % | ||
State Street Small/Mid Cap Equity Index Fund- Class K |
||||
Wells Fargo Bank NA RT Pier 1 Def Comp Plan Po box 1533 Minneapolis MN 55480-1533 |
6.73 | % | ||
State Street Hedged International Developed Equity Index Fund- Class K |
||||
Charles Schwab & Co Inc Special Cust A/C FBO Our Customers Mutual funds 101 Montgomery Street San Francisco CA 94104-4151 |
9.68 | % | ||
State Street Target Retirement 2015 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
21.24 | % | ||
State Street Target Retirement 2020 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
21.37 | % | ||
State Street Target Retirement 2020 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
16.23 | % | ||
State Street Target Retirement 2020 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
15.17 | % |
57
State Street Target Retirement 2020 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
14.38 | % | ||
State Street Target Retirement 2020 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
21.69 | % | ||
State Street Target Retirement 2025 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
15.50 | % | ||
State Street Target Retirement 2025 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
5.37 | % | ||
State Street Target Retirement 2025 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
21.23 | % | ||
State Street Target Retirement 2030 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
10.97 | % | ||
State Street Target Retirement 2030 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
5.37 | % | ||
State Street Target Retirement 2030 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
17.39 | % | ||
State Street Target Retirement 2035 Fund-Class A |
||||
Pershing LLC PO Box 2052 Jersey City NJ 07303-2052 |
12.61 | % |
58
State Street Target Retirement 2035 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
16.30 | % | ||
State Street Target Retirement 2040 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
20.16 | % | ||
State Street Target Retirement 2040 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
10.41 | % | ||
State Street Target Retirement 2040 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
13.58 | % | ||
State Street Target Retirement 2045 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
22.25 | % | ||
State Street Target Retirement 2045 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
21.08 | % | ||
State Street Target Retirement 2045 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
9.00 | % | ||
State Street Target Retirement 2045 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
7.66 | % | ||
State Street Target Retirement 2045 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
11.83 | % |
59
State Street Target Retirement 2050 Fund-Class A |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Iron Street Boston, MA 02210 |
23.70 | % | ||
State Street Target Retirement 2050 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
7.31 | % | ||
State Street Target Retirement 2050 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
5.96 | % | ||
State Street Target Retirement 2050 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
10.45 | % | ||
State Street Target Retirement 2055 Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
5.46 | % | ||
State Street Target Retirement 2055 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
10.11 | % | ||
State Street Target Retirement 2060 Fund-Class I |
||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
5.38 | % |
60
State Street Target Retirement 2060 Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
17.74 | % | ||
State Street Target Retirement Fund-Class A |
||||
National Financial Services LLC 499 Washington Blvd Jersey City NJ 07310-1995 |
21.48 | % | ||
State Street Target Retirement Fund-Class K |
||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
18.77 | % |
Investment Advisory Agreement
SSGA FM is responsible for the investment management of the Funds pursuant to the Amended and Restated Investment Advisory Agreement dated November 17, 2015, as amended from time to time (the Advisory Agreement), by and between the Adviser and the Trust. The Adviser is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation, a publicly held financial holding company. State Street is a wholly-owned subsidiary of State Street Corporation.
For the services provided under the Advisory Agreement, each Fund pays the Adviser a fee at an annual rate set forth below of the Funds average daily net assets.
Fund |
Fee Rate | |||
Equity 500 Index Fund |
0.02 | % | ||
Global Equity ex-U.S. Index Fund |
0.06 | % | ||
Aggregate Bond Index Fund |
0.03 | % | ||
Target Retirement 2015 Fund |
0.05 | % | ||
Target Retirement 2020 Fund |
0.05 | % | ||
Target Retirement 2025 Fund |
0.05 | % | ||
Target Retirement 2030 Fund |
0.05 | % | ||
Target Retirement 2035 Fund |
0.05 | % | ||
Target Retirement 2040 Fund |
0.05 | % | ||
Target Retirement 2045 Fund |
0.05 | % | ||
Target Retirement 2050 Fund |
0.05 | % | ||
Target Retirement 2055 Fund |
0.05 | % | ||
Target Retirement 2060 Fund |
0.05 | % | ||
Target Retirement Fund |
0.05 | % | ||
Small/Mid Cap Equity Index Fund |
0.03 | % | ||
Emerging Markets Equity Index Fund |
0.14 | % | ||
Hedged International Developed Equity Index Fund |
0.14 | % | ||
International Developed Equity Index Fund |
0.11 | % |
61
Fund |
Fee Rate | |||
Disciplined U.S. Equity Fund |
0.65 | % | ||
Disciplined International Equity Fund |
0.75 | % | ||
Disciplined Global Equity Fund |
0.75 | % | ||
Global Value Spotlight Fund |
0.75 | % | ||
International Value Spotlight Fund |
0.75 | % | ||
European Value Spotlight Fund |
0.75 | % | ||
Asia Pacific Value Spotlight Fund |
0.75 | % | ||
U.S. Value Spotlight Fund |
0.65 | % |
Each Feeder Fund currently invests all of its assets in a related Portfolio, which has substantially similar investment strategies as the relevant Fund. The Equity 500 Index II Portfolio, Aggregate Bond Index Portfolio, Global Equity ex-U.S. Index Portfolio, and the Small/Mid Cap Equity Index Portfolio pay no investment advisory fees to SSGA FM.
For the Disciplined Global Equity Fund, the Adviser has agreed to waive its entire fee under its Investment Advisory Agreement with the Disciplined Global Equity Portfolio until the later of April 30, 2019 or such time as the shares of the Portfolio cease to be the only investment security held by the Disciplined Global Equity Fund. The waiver may be terminated only by the Portfolios Board of Trustees. In the absence of the waiver, the Portfolio would pay the Adviser an investment advisory fee at an annual rate of 0.25% of the Portfolios average daily net assets. The Adviser pays all operating expenses of the Portfolio other than management fees, distribution fees pursuant to the Portfolios Distribution and Service Plan, if any, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustees counsel fees), litigation expenses, and other extraordinary expenses.
For the Hedged International Developed Equity Index Fund and the International Developed Equity Index Fund, the amount each Fund pays under its Investment Advisory Agreement is reduced by the amount of the advisory fee it bears indirectly through its investment in the International Developed Equity Index Portfolio. For the services provided under its Investment Advisory Agreement, the Portfolio pays the Adviser a management fee at the annual rate of 0.11% of the Portfolios average daily net assets.
For the Global Value Spotlight Fund, the International Value Spotlight Fund, the European Value Spotlight Fund, the Asia Pacific Value Spotlight Fund and the U.S. Value Spotlight Fund, the Adviser performs certain oversight and supervisory functions with respect to SSGA Ireland as sub-adviser to the Funds, including: (i) conducting periodic analysis and review of the performance by SSGA Ireland of its obligations to the Funds and provides periodic reports to the Board regarding such performance; (ii) reviewing any changes to SSGA Irelands ownership, management, or personnel responsible for performing its obligations to the Funds and making appropriate reports to the Board; (iii) performing periodic due diligence meetings with representatives of SSGA Ireland; and (iv) assisting the Board and management of the Trust, as applicable, concerning the initial approval, continued retention or replacement of SSGA Ireland as sub-adviser to the Funds. SSGA Irelands address is Two Park Place, Hatch Street Upper, Ranelagh, Dublin, Ireland.
The Adviser has entered into sub-advisory agreements with SSGA Ireland pursuant to which SSGA Ireland will be responsible for the day-to-day management of any assets of each of the Global Value Spotlight Fund, the International Value Spotlight Fund, the European Value Spotlight Fund, the Asia Pacific Value Spotlight Fund and the U.S. Value Spotlight Fund. SSGA Ireland receives fees from SSGA FM based on the net investment advisory fee received by SSGA FM from the Funds, if any, for its services provided to the Funds.
The Advisory Agreement will continue from year to year provided that such continuance is specifically approved at least annually by (a) the Trustees or by the vote of a majority of the outstanding voting securities of a Fund, and (b) vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated by the Adviser or the Trust without penalty upon sixty days notice and will terminate automatically upon its assignment.
The Adviser and its affiliates may have deposit, loan and other commercial banking relationships with the issuers of obligations that may be purchased on behalf of the Funds, including outstanding loans to such issuers that could be repaid in whole or in part with the proceeds of securities so purchased. Such affiliates deal, trade and invest for their own accounts in such obligations and are among the leading dealers of various types of such obligations. The Adviser has informed the Funds that, in making its investment decisions, it will not obtain or use material non-public information in its possession or in the possession of any of its affiliates. In making investment recommendations for a Fund, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Fund is a customer of the Adviser, its parent or its subsidiaries or affiliates and, in dealing with its customers, the Adviser, its parent, subsidiaries and affiliates will not inquire or take into consideration whether securities of such customers were held by any fund managed by the Adviser or any such affiliate.
62
In certain instances there may be securities that are suitable for a Fund as well as for one or more of the Advisers other clients. Investment decisions for the Trust and for the Advisers other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. The Trust recognizes that in some cases this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned. However, it is believed that the ability of each Fund to participate in volume transactions will produce better executions for the Funds.
The advisory fees paid to SSGA FM for the last three fiscal years are as follows.
Fund |
Fiscal year
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Equity 500 Index Fund |
$ | 86,528 | $ | 130,694 | $ | 151,993 | ||||||
Aggregate Bond Index Fund |
$ | 15,237 | $ | 19,500 | $ | 30,752 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 27,364 | $ | 77,982 | $ | 209,047 | ||||||
Target Retirement 2015 Fund |
$ | 1,949 | $ | 20,335 | $ | 74,716 | ||||||
Target Retirement 2020 Fund |
$ | 23,094 | $ | 71,724 | $ | 263,653 | ||||||
Target Retirement 2025 Fund |
$ | 7,947 | $ | 55,565 | $ | 268,410 | ||||||
Target Retirement 2030 Fund |
$ | 19,292 | $ | 66,324 | $ | 262,083 | ||||||
Target Retirement 2035 Fund |
$ | 5,136 | $ | 43,443 | $ | 191,740 | ||||||
Target Retirement 2040 Fund |
$ | 13,575 | $ | 44,277 | $ | 158,713 | ||||||
Target Retirement 2045 Fund |
$ | 2,783 | $ | 20,556 | $ | 100,111 | ||||||
Target Retirement 2050 Fund |
$ | 1,996 | $ | 12,969 | $ | 73,976 | ||||||
Target Retirement 2055 Fund |
$ | 1,194 | $ | 5,093 | $ | 25,012 | ||||||
Target Retirement 2060 Fund |
$ | 304 | $ | 888 | $ | 3,362 | ||||||
Target Retirement Fund |
$ | 9,818 | $ | 20,885 | $ | 44,816 | ||||||
Hedged International Developed Equity Index Fund (1) |
$ | 442,375 | $ | 2,080,898 | $ | 3,537,872 | ||||||
Small/Mid Cap Equity Index Fund (2 |
$ | 479 | $ | 2,185 | $ | 5,467 | ||||||
Emerging Markets Equity Index Fund (3) |
$ | 7,065 | $ | 421,748 | $ | 695,392 | ||||||
Disciplined U.S. Equity Fund (4) |
| $ | 18,400 | $ | 23,876 | |||||||
Disciplined International Equity Fund (4) |
| $ | 23,102 | $ | 29,183 | |||||||
Disciplined Global Equity Fund (4) |
| $ | 21,006 | $ | 32,642 | |||||||
Global Value Spotlight Fund (5) |
| $ | 4,133 | $ | 17,621 | |||||||
European Value Spotlight Fund (5) |
| $ | 2,050 | $ | 8,861 | |||||||
Asia Pacific Value Spotlight Fund (5) |
| $ | 3,999 | $ | 16,581 | |||||||
U.S. Value Spotlight Fund (5) |
| $ | 1,814 | $ | 7,219 | |||||||
International Value Spotlight Fund (6) |
| $ | 7,522 | $ | 18,990 |
(1) | Commencement of Operations May 29, 2015. |
(2) | Commencement of Operations August 11, 2015. |
(3) | Commencement of Operations December 18, 2015. |
(4) | Commencement of Operations February 18, 2016. |
(5) | Commencement of Operations September 22, 2016. |
(6) | Commencement of Operations July 13, 2016. |
The advisory fees paid by the International Developed Equity Index Fund to SSGA FM for the last three fiscal years have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
From time to time, the Adviser may contractually agree to waive the advisory fee and/or reimburse certain Fund expenses in excess of a certain percentage of average daily net assets on an annual basis (an expense limitation). The amount of advisory fees waived and/or reimbursed during the past fiscal year is shown below.
63
Fund |
Fiscal Year
Ended December 31, 2017 |
|||
Equity 500 Index Fund |
$ | 617,144 | ||
Aggregate Bond Index Fund |
$ | 186,229 | ||
Global Equity ex-U.S. Index Fund |
$ | 269,672 | ||
Target Retirement 2015 Fund |
$ | 423,040 | ||
Target Retirement 2020 Fund |
$ | 698,629 | ||
Target Retirement 2025 Fund |
$ | 603,809 | ||
Target Retirement 2030 Fund |
$ | 489,132 | ||
Target Retirement 2035 Fund |
$ | 335,106 | ||
Target Retirement 2040 Fund |
$ | 325,707 | ||
Target Retirement 2045 Fund |
$ | 281,497 | ||
Target Retirement 2050 Fund |
$ | 262,180 | ||
Target Retirement 2055 Fund |
$ | 221,144 | ||
Target Retirement 2060 Fund |
$ | 202,216 | ||
Target Retirement Fund |
$ | 341,683 | ||
Hedged International Developed Equity Index Fund |
$ | 3,901,533 | ||
Small/Mid Cap Equity Index Fund |
$ | 164,052 | ||
Emerging Markets Equity Index Fund |
$ | 826,234 | ||
Disciplined U.S. Equity Fund |
$ | 150,869 | ||
Disciplined International Equity Fund |
$ | 174,503 | ||
Disciplined Global Equity Fund |
$ | 161,846 | ||
Global Value Spotlight Fund |
$ | 178,912 | ||
European Value Spotlight Fund |
$ | 178,927 | ||
Asia Pacific Value Spotlight Fund |
$ | 168,501 | ||
U.S. Value Spotlight Fund |
$ | 134,786 | ||
International Value Spotlight Fund |
$ | 164,807 |
Total Annual Fund Operating Expense Waivers . The Adviser has contractually agreed with the Trust, through April 30, 2019, (i) to waive up to the full amount of the advisory fee payable by certain Funds, and/or (ii) to reimburse a Fund for expenses to the extent that Total Annual Fund Operating Expenses (subject to certain exclusions as described in each Funds Prospectus) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Funds:
Fund |
Expense
Limitation |
|||
Equity 500 Index Fund |
0.01 | % | ||
Aggregate Bond Index Fund |
0.04 | % | ||
Global Equity ex-U.S. Index Fund |
0.10 | % | ||
Target Retirement 2015 Fund |
0.13 | % | ||
Target Retirement 2020 Fund |
0.13 | % | ||
Target Retirement 2025 Fund |
0.13 | % | ||
Target Retirement 2030 Fund |
0.13 | % | ||
Target Retirement 2035 Fund |
0.13 | % | ||
Target Retirement 2040 Fund |
0.13 | % | ||
Target Retirement 2045 Fund |
0.13 | % | ||
Target Retirement 2050 Fund |
0.13 | % | ||
Target Retirement 2055 Fund |
0.13 | % | ||
Target Retirement 2060 Fund |
0.13 | % | ||
Target Retirement Fund |
0.13 | % | ||
Hedged International Developed Equity Index Fund |
0.15 | % | ||
International Developed Equity Index Fund |
0.09 | % | ||
Small/Mid Cap Equity Index Fund |
0.03 | % | ||
Emerging Markets Equity Index Fund |
0.12 | % |
64
Fund |
Expense
Limitation |
|||
Disciplined U.S. Equity Fund |
0.65 | % | ||
Disciplined International Equity Fund |
0.85 | % | ||
Disciplined Global Equity Fund |
0.75 | % | ||
Global Value Spotlight Fund |
0.70 | % | ||
European Value Spotlight Fund |
0.70 | % | ||
Asia Pacific Value Spotlight Fund |
0.70 | % | ||
U.S. Value Spotlight Fund |
0.60 | % | ||
International Value Spotlight Fund |
0.70 | % |
Administrator
SSGA FM serves as the administrator for the Funds pursuant to an Amended and Restated Administration Agreement. Under the Amended and Restated Administration Agreement, SSGA FM is obligated to continuously provide business management services to the Trust and the Funds and will generally, subject to the general oversight of the Trustees and except as otherwise provided in the Amended and Restated Administration Agreement, manage all of the business and affairs of the Trust. The nature and amount of services provided by SSGA FM under the Amended and Restated Administration Agreement may vary as between classes of shares of a Fund, and a Fund may pay fees to SSGA FM under that Agreement at different rates in respect of its different share classes.
As consideration for SSGA FMs services as administrator with respect to each Fund, SSGA FM receives a fee at the annual rate of 0.05% of the average daily net assets attributable to each class of shares of the Fund. The fees are accrued daily at the rate of 1/365th and payable monthly on the first business day of each month.
Prior to February 10, 2015, State Street served as the administrator for each Fund in this SAI, except for Equity 500 Index Fund, Global Equity ex-U.S. Fund, Aggregate Bond Index Fund, Hedged International Developed Equity Index Fund, International Developed Equity Index Fund, Small/Mid Cap Equity Index Fund, Disciplined International Equity Fund, Disciplined U.S. Equity Fund, pursuant to an Administration Agreement between the Trust and State Street. Prior to May 31, 2015, State Street served as the administrator for the Equity 500 Index Fund, Global Equity ex-U.S. Fund and Aggregate Bond Index Fund.
The administration fees paid to SSGA FM as the administrator for the period from February 10, 2015 to December 31, 2015, the fiscal year ended December 31, 2016 and the fiscal year ended December 31, 2017 are set forth in the table below:
Fund |
Fiscal period
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Equity 500 Index Fund |
$ | 216,320 | | $ | 326,734 | $ | 394,643 | |||||
Aggregate Bond Index Fund |
$ | 25,394 | | $ | 32,500 | $ | 56,530 | |||||
Global Equity ex-U.S. Index Fund |
$ | 22,803 | | $ | 64,985 | $ | 218,110 | |||||
Target Retirement 2015 Fund |
$ | 1,336 | $ | 20,335 | $ | 74,716 | ||||||
Target Retirement 2020 Fund |
$ | 15,977 | $ | 71,724 | $ | 263,653 | ||||||
Target Retirement 2025 Fund |
$ | 5,623 | $ | 55,565 | $ | 268,410 | ||||||
Target Retirement 2030 Fund |
$ | 13,518 | $ | 66,324 | $ | 262,083 | ||||||
Target Retirement 2035 Fund |
$ | 3,653 | $ | 43,443 | $ | 191,740 | ||||||
Target Retirement 2040 Fund |
$ | 9,525 | $ | 44,277 | $ | 158,713 | ||||||
Target Retirement 2045 Fund |
$ | 2,015 | $ | 20,556 | $ | 100,111 | ||||||
Target Retirement 2050 Fund |
$ | 1,452 | $ | 12,969 | $ | 73,976 | ||||||
Target Retirement 2055 Fund |
$ | 852 | $ | 5,055 | $ | 25,012 | ||||||
Target Retirement 2060 Fund |
$ | 181 | $ | 888 | $ | 3,362 | ||||||
Target Retirement Fund |
$ | 6,796 | $ | 20,885 | $ | 44,816 | ||||||
Hedged International Developed Equity Index Fund (1) |
$ | 157,991 | $ | 743,178 | $ | 1,263,526 | ||||||
Small/Mid Cap Equity Index Fund (2) |
$ | 799 | $ | 3,642 | $ | 15,927 | ||||||
Emerging Markets Equity Index Fund (3) |
$ | 2,523 | $ | 150,624 | $ | 248,354 | ||||||
Disciplined U.S. Equity Fund (4) |
| $ | 1,415 | $ | 1,836 | |||||||
Disciplined International Equity Fund (4) |
| $ | 1,359 | $ | 1,717 | |||||||
Disciplined Global Equity Fund (4) |
| $ | 1,400 | $ | 2,176 |
65
Fund |
Fiscal period
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Global Value Spotlight Fund (5) |
| $ | 276 | $ | 1,175 | |||||||
International Value Spotlight Fund (6) |
| $ | 502 | $ | 1,266 | |||||||
European Value Spotlight Fund (5) |
| $ | 137 | $ | 591 | |||||||
Asia Pacific Value Spotlight Fund (5) |
| $ | 267 | $ | 1,105 | |||||||
U.S. Value Spotlight Fund (5) |
| $ | 140 | $ | 555 |
(1) | Commencement of Operations May 29, 2015. |
(2) | Commencement of Operations October 15, 2015. |
(3) | Commencement of Operations December 18, 2015. |
(4) | Commencement of Operations February 18, 2016. |
(5) | Commencement of Operations September 23, 2016. |
(6) | Commencement of Operations July 13, 2016. |
| State Street served as Administrator of the Fund until May 31, 2015. |
The administration fees paid to State Street as the administrator for the period from January 1, 2015 to May 31, 2015 are set forth in the table below:
Fund |
Fiscal period
ended May 31, 2015 |
|||
Equity 500 Index Fund |
$ | 20,833 | ||
Aggregate Bond Index Fund |
$ | 20,833 | ||
Global Equity ex-U.S. Index Fund |
$ | 20,833 | ||
Target Retirement 2015 Fund |
$ | 20,833 | | |
Target Retirement 2020 Fund |
$ | 20,833 | | |
Target Retirement 2025 Fund |
$ | 20,833 | | |
Target Retirement 2030 Fund |
$ | 20,833 | | |
Target Retirement 2035 Fund |
$ | 20,833 | | |
Target Retirement 2040 Fund |
$ | 20,833 | | |
Target Retirement 2045 Fund |
$ | 20,833 | | |
Target Retirement 2050 Fund |
$ | 20,833 | | |
Target Retirement 2055 Fund |
$ | 20,833 | | |
Target Retirement 2060 Fund |
$ | 20,833 | | |
Target Retirement Fund |
$ | 20,833 | | |
Hedged International Developed Equity Index Fund (1) |
| |||
Small/Mid Cap Equity Index Fund (2) |
| |||
Emerging Markets Equity Index Fund (3) |
| |||
Disciplined U.S. Equity Fund (4) |
| |||
Disciplined International Equity Fund (4) |
| |||
Disciplined Global Equity Fund (4) |
| |||
Global Value Spotlight Fund (5) |
| |||
International Value Spotlight Fund (6) |
| |||
European Value Spotlight Fund (5) |
| |||
Asia Pacific Value Spotlight Fund (5) |
| |||
U.S. Value Spotlight Fund (5) |
|
(1) | Commencement of Operations May 29, 2015. |
(2) | Commencement of Operations October 15, 2015. |
(3) | Commencement of Operations December 18, 2015. |
(4) | Commencement of Operations February 18, 2016. |
66
(5) | Commencement of Operations September 23, 2016. |
(6) | Commencement of Operations July 13, 2016. |
| State Street served as Administrator of the Fund until February 10, 2015. |
The administration fees paid by the International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
Sub-Administrator and Custodian
State Street serves as the sub-administrator to each series of the Trust, pursuant to a Sub-Administration Agreement dated June 1, 2015 (the Sub-Administration Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust and the Funds. State Street is a wholly-owned subsidiary of State Street Corporation, a publicly held financial holding company, and is affiliated with the Adviser. State Streets mailing address is One Iron Street, Boston, MA 02210.
State Street serves as custodian and fund accountant for the Funds pursuant to a Custody Agreement and holds the Funds assets.
As consideration for State Streets services as custodian and fund accountant to the Funds, State Street shall receive from each Fund an annual fee as described below. Additionally, as consideration for State Streets services as sub-administrator, State Street shall receive from the Adviser an annual fee as described below. The fees received by State Street in connection with sub-administration and custodian and fund accounting services are accrued daily at the rate of 1/365th and payable monthly on the first business day of each month, pursuant to the following schedules:
Index Funds (except for the Emerging Markets Equity Index Fund), Disciplined Global Equity Fund, Global Value Spotlight Fund, International Value Spotlight Fund, European Value Spotlight Fund, Asia Pacific Value Spotlight Fund and U.S. Value Spotlight Fund
$25,000 for Sub-Administration Services
$12,000 for Custody and Fund Accounting Services for the first two feeder funds
$ 9,600 for Custody and Fund Accounting Services for each additional feeder fund
Target Retirement Funds
$50,000 for Sub-Administration Services
$25,000 for Custody and Fund Accounting Services
Emerging Markets Equity Index Fund, Disciplined U.S. Equity Fund and Disciplined International Equity Fund
Total net assets of the Funds and other funds that are series of State Street Institutional Investment Trust and are not feeder funds or funds of funds (collectively, Stand-Alone Funds) will be used to calculate the fee by multiplying their combined net assets by the rate shown below. The minimum fee will be calculated by multiplying the minimum per fund fee by the number of Stand-Alone Funds to arrive at the total minimum fee. The greater of the asset based fee or the minimum fee will be charged to the Funds and the Stand-Alone Funds.
Custody Fees:
Average Net Assets |
As a Percentage
of Average Net Assets |
|||
First $50 Billion |
0.0025 | % | ||
Next $50 Billion |
0.0020 | % | ||
Thereafter |
0.0010 | % |
67
Sub-Administration Fees:
Average Net Assets |
As a Percentage
of Average Net Assets |
|||
First $10 Billion |
0.0136 | % | ||
Next $10 Billion |
0.0086 | % | ||
Next $10 Billion |
0.0075 | % | ||
Thereafter |
0.005 | % |
68
The administration, sub-administration, and custodian fees (if applicable) paid to State Street for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Equity 500 Index Fund |
$ | 37,592 | $ | 36,775 | $ | 13,103 | ||||||
Aggregate Bond Index Fund |
$ | 44,746 | $ | 40,198 | $ | 13,590 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 44,689 | $ | 40,373 | $ | 13,624 | ||||||
Target Retirement 2015 Fund |
$ | 84,042 | $ | 76,037 | $ | 26,944 | ||||||
Target Retirement 2020 Fund |
$ | 84,574 | $ | 76,346 | $ | 27,309 | ||||||
Target Retirement 2025 Fund |
$ | 84,582 | $ | 76,389 | $ | 26,672 | ||||||
Target Retirement 2030 Fund |
$ | 84,553 | $ | 76,776 | $ | 26,260 | ||||||
Target Retirement 2035 Fund |
$ | 84,610 | $ | 76,407 | $ | 26,258 | ||||||
Target Retirement 2040 Fund |
$ | 84,475 | $ | 76,288 | $ | 26,305 | ||||||
Target Retirement 2045 Fund |
$ | 84,041 | $ | 76,004 | $ | 25,898 | ||||||
Target Retirement 2050 Fund |
$ | 84,003 | $ | 75,909 | $ | 26,060 | ||||||
Target Retirement 2055 Fund |
$ | 83,988 | $ | 75,884 | $ | 25,739 | ||||||
Target Retirement 2060 Fund |
$ | 83,792 | $ | 75,645 | $ | 25,900 | ||||||
Target Retirement Fund |
$ | 84,518 | $ | 76,146 | $ | 26,999 | ||||||
Hedged International Developed Equity Index Fund (1) |
$ | 478,858 | $ | 496,179 | $ | 24,409 | ||||||
Small/Mid Cap Equity Index Fund (2) |
$ | 16,933 | $ | 38,618 | $ | 13,136 | ||||||
Emerging Markets Equity Index Fund (3) |
$ | 6,119 | $ | 1,035,262 | $ | 474,718 | ||||||
Disciplined U.S. Equity Fund (4) |
| $ | 17,341 | $ | 14,617 | |||||||
Disciplined International Equity Fund (4) |
| $ | 31,673 | $ | 39,787 | |||||||
Disciplined Global Equity Fund (4) |
| $ | 33,523 | $ | 13,724 | |||||||
Global Value Spotlight Fund (5) |
| $ | 8,913 | $ | 51,855 | |||||||
European Value Spotlight Fund (5) |
| $ | 12,252 | $ | 53,555 | |||||||
Asia Pacific Value Spotlight Fund (5) |
| $ | 7,421 | $ | 41,535 | |||||||
U.S. Value Spotlight Fund (5) |
| $ | 4,495 | $ | 14,598 | |||||||
International Value Spotlight Fund (6) |
| $ | 15,845 | $ | 43,958 |
(1) | Commencement of Operations May 29, 2015. |
(2) | Commencement of Operations August 11, 2015. |
(3) | Commencement of Operations December 18, 2015. |
(4) | Commencement of Operations February 18, 2016. |
(5) | Commencement of Operations September 23, 2016. |
(6) | Commencement of Operations July 14, 2016. |
The sub-administration and custodian fees paid by the International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
Transfer Agent and Dividend Paying Agent
DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) serves as the Transfer and Dividend Paying Agent. Prior to April 2017, DST Asset Manager Solutions, Inc. was a joint venture of State Street Corporation and DST Systems, Inc. (DST Systems). Following the acquisition of State Street Corporations ownership interest in DST Asset Manager Solutions, Inc., DST Systems is the sole owner of DST Asset Manager Solutions, Inc., which is no longer an affiliate of the Funds or the Adviser. DST Asset Manager Solutions, Inc. is paid for the following annual account services and activities including but not limited to: establishment and maintenance of each shareholders account; closing an account; acceptance and processing of trade orders; preparation and transmission of payments for dividends and distributions declared by each Fund; customer service support including receipt of correspondence and responding to shareholder and financial intermediary inquiries; investigation services; tax related support; financial intermediary commission and fee payment processing; and charges related to compliance and regulatory services.
69
Portfolio fees are allocated to each Fund based on the average net asset value of each Fund and are billable on a monthly basis at the rate of 1/12 of the annual fee. DST Asset Manager Solutions, Inc. is reimbursed by each Fund for supplying certain out-of-pocket expenses including confirmation statements, investor statements, banking fees, postage, forms, audio response, telephone, records retention, customized programming/enhancements, reports, transcripts, microfilm, microfiche, and expenses incurred at the specific direction of the Fund. DST Asset Manager Solutions, Inc. principal business address is 2000 Crown Colony Drive, Quincy, MA 02169.
The transfer agency fees paid to DST Asset Manager Solutions, Inc. for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year
ended December 31, 2015 |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
|||||||||
Equity 500 Index Fund |
$ | 149,206 | $ | 118,416 | $ | 106,968 | ||||||
Aggregate Bond Index Fund |
$ | 53,176 | $ | 36,635 | $ | 41,815 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 55,764 | $ | 37,794 | $ | 42,549 | ||||||
Target Retirement 2015 Fund |
$ | 42,982 | $ | 43,683 | $ | 74,404 | ||||||
Target Retirement 2020 Fund |
$ | 44,593 | $ | 46,464 | $ | 75,428 | ||||||
Target Retirement 2025 Fund |
$ | 37,148 | $ | 45,766 | $ | 76,184 | ||||||
Target Retirement 2030 Fund |
$ | 35,204 | $ | 46,453 | $ | 76,139 | ||||||
Target Retirement 2035 Fund |
$ | 32,486 | $ | 44,041 | $ | 65,730 | ||||||
Target Retirement 2040 Fund |
$ | 36,008 | $ | 37,872 | $ | 43,419 | ||||||
Target Retirement 2045 Fund |
$ | 32,370 | $ | 37,794 | $ | 43,606 | ||||||
Target Retirement 2050 Fund |
$ | 32,553 | $ | 38,152 | $ | 43,422 | ||||||
Target Retirement 2055 Fund |
$ | 32,547 | $ | 37,672 | $ | 42,926 | ||||||
Target Retirement 2060 Fund |
$ | 32,430 | $ | 37,548 | $ | 41,581 | ||||||
Target Retirement Fund |
$ | 48,118 | $ | 65,625 | $ | 70,649 | ||||||
Hedged International Developed Equity Index Fund (1) |
$ | 7,182 | $ | 15,881 | $ | 17,900 | ||||||
Small/Mid Cap Equity Index Fund (2) |
$ | 8,055 | $ | 30,976 | $ | 31,941 | ||||||
Emerging Markets Equity Index Fund (3) |
$ | 964 | $ | 11,097 | $ | 12,462 | ||||||
Disciplined U.S. Equity Fund (4) |
| $ | 11,123 | $ | 6,157 | |||||||
Disciplined International Equity Fund (4) |
| $ | 11,134 | $ | 6,170 | |||||||
Disciplined Global Equity Fund (4) |
| $ | 11,049 | $ | 5,273 | |||||||
Global Value Spotlight Fund (5) |
| $ | 3,661 | $ | 9,521 | |||||||
European Value Spotlight Fund (5) |
| $ | 3,660 | $ | 9,522 | |||||||
Asia Pacific Value Spotlight Fund (5) |
| $ | 3,661 | $ | 9,521 | |||||||
U.S. Value Spotlight Fund (9) |
| $ | 3,660 | $ | 9,522 | |||||||
International Value Spotlight Fund (6) |
| $ | 11,149 | $ | 5,673 |
(1) | Commencement of Operations May 29, 2015. |
(2) | Commencement of Operations August 11, 2015. |
(3) | Commencement of Operations December 18, 2015. |
(4) | Commencement of Operations February 18, 2016. |
(5) | Commencement of Operations September 23, 2016. |
(6) | Commencement of Operations July 14, 2016. |
The transfer agency fees paid by the International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
Securities Lending
The Funds Board has approved each Funds participation in a securities lending program. Under the securities lending program, each Fund has retained State Street to serve as the securities lending agent.
For the fiscal year ended December 31, 2017, the income earned by each Fund as well as the fees and/or compensation paid by each Fund (in dollars) pursuant to the Master Amended and Restated Securities Lending Authorization Agreement among SSGA Funds,
70
State Street Institutional Investment Trust, and State Street Master Funds, each on behalf of its respective series, and State Street (the Securities Lending Authorization Agreement) were as follows:
Fees and/or compensation paid by the Fund for securities lending activities and related services | ||||||||||||||||||||||||||||||||||||
Gross
income earned by the Fund from securities lending activities |
Fees paid
to State Street from a revenue split |
Fees paid for
any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split |
Administrative
fees not included in a revenue split |
Indemnification
fees not included in a revenue split |
Rebate
(paid to borrower) |
Other fees
not included in a revenue split |
Aggregate
fees/ compensation paid by the Fund for securities lending activities |
Net income
from securities lending activities |
||||||||||||||||||||||||||||
Target Retirement 2020 Fund |
$ | 1,216 | $ | 182 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 182 | $ | 1,034 | ||||||||||||||||||
Target Retirement 2025 Fund |
$ | 136 | $ | 20 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 20 | $ | 115 | ||||||||||||||||||
Target Retirement Fund |
$ | 1,006 | $ | 151 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 151 | $ | 855 | ||||||||||||||||||
Emerging Markets Equity Index Fund |
$ | 83,796 | $ | 11,068 | $ | 841 | $ | 0 | $ | 0 | $ | 9,181 | $ | 0 | $ | 21,090 | $ | 62,706 | ||||||||||||||||||
Disciplined International Equity Fund |
$ | 1 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | .41 | $ | 0 | $ | .53 | $ | .68 |
For the fiscal year ended December 31, 2017, State Street, acting as agent of the Funds, provided the following services to the Funds in connection with the Funds securities lending activities: (i) locating borrowers among an approved list of prospective borrowers; (ii) monitoring applicable minimum spread requirements, lending limits and the value of the loaned securities and collateral received; (iii) seeking additional collateral, as necessary, from borrowers; (iv) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated by the Funds; (v) returning collateral to borrowers; (vi) facilitating substitute dividend, interest, and other distribution payments to the Funds from borrowers; (vii) negotiating the terms of each loan of securities, including but not limited to the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with the requirements of the Funds Securities Lending Authorization Agreement; (viii) selecting securities, including amounts (percentages), to be loaned; (ix) recordkeeping and accounting servicing; and (x) arranging for return of loaned securities to the Fund in accordance with the terms of the Securities Lending Authorization Agreement.
Code of Ethics
The Adviser, the Sub-Adviser, SSGA FD and the Trust have each adopted a code of ethics (the Trusts code being referred to herein as the Code of Ethics) under Rule 17j-1 of the 1940 Act. The Code of Ethics, by relying on the codes of the underlying service providers, permits personnel of the Funds Adviser, Distributor and officers, subject to the provisions of the relevant code of ethics, to invest in securities, including securities that may be purchased or held by the Adviser or the Trust. Under the relevant code of ethics, all employees or officers who are deemed to be access persons (persons who have interaction with funds or accounts managed by the Adviser or SSGA FD as part of their job function) must pre-clear personal securities transactions. Each code of ethics is designed to ensure that employees conduct their personal securities transactions in a manner that does not create an actual or potential conflict of interest to the business or fiduciary responsibilities of the Trusts service providers or officers. In addition, the Code of Ethics establishes standards prohibiting the trading in or recommending of securities based on material, nonpublic information or the divulgence of such information to others.
71
Distributor
SSGA FD serves as the distributor of the Funds. SSGA FD is an indirect wholly-owned subsidiary of State Street Corporation. SSGA FDs mailing address is One Iron Street, Boston, MA 02210. Prior to May 1, 2017, State Street Global Advisors Funds Distributors, LLC was known as State Street Global Markets, LLC. The distribution expenses each Fund accrued to SSGA FD for the last three fiscal years are set forth in the table below.
Fund |
Fiscal Year
Ended December 31, 2015 |
Fiscal Year
Ended December 31, 2016 |
Fiscal Year
Ended December 31, 2017 |
|||||||||
Equity 500 Index Fund |
||||||||||||
Administrative Shares |
$ | 379,884 | $ | 399,453 | $ | 407,419 | ||||||
Service Shares |
$ | 311,339 | $ | 268,969 | $ | 136,083 | ||||||
Class R Shares |
$ | 246,906 | $ | 226,943 | $ | 247,846 | ||||||
Class A |
$ | 149 | $ | 7,000 | $ | 25,097 | ||||||
Target Retirement 2015 Fund |
||||||||||||
Class A |
$ | 1,503 | $ | 1,507 | $ | 1,472 | ||||||
Target Retirement 2020 Fund |
||||||||||||
Class A |
$ | 2,089 | $ | 342 | $ | 433 | ||||||
Target Retirement 2025 Fund |
||||||||||||
Class A |
$ | 1,680 | $ | 412 | $ | 424 | ||||||
Target Retirement 2030 Fund |
||||||||||||
Class A |
$ | 1,678 | $ | 410 | $ | 420 | ||||||
Target Retirement 2035 Fund |
||||||||||||
Class A |
$ | 1,282 | $ | 1,317 | $ | 1,332 | ||||||
Target Retirement 2040 Fund |
||||||||||||
Class A |
$ | 1,258 | $ | 364 | $ | 445 | ||||||
Target Retirement 2045 Fund |
||||||||||||
Class A |
$ | 845 | $ | 835 | $ | 879 | ||||||
Target Retirement 2050 Fund |
||||||||||||
Class A |
$ | 422 | $ | 415 | $ | 527 | ||||||
Target Retirement 2055 Fund |
||||||||||||
Class A |
$ | 422 | $ | 412 | $ | 419 | ||||||
Target Retirement 2060 Fund ( |
||||||||||||
Class A |
$ | 422 | $ | 407 | $ | 470 | ||||||
Target Retirement Fund |
||||||||||||
Class A |
$ | 1,053 | $ | 1,048 | $ | 942 | ||||||
Global Equity ex U.S. Index Fund |
||||||||||||
Class A |
$ | 116 | $ | 1,532 | $ | 4,482 | ||||||
Aggregate Bond Index Fund |
||||||||||||
Class A |
$ | 185 | $ | 490 | $ | 333 | ||||||
Small/Mid Cap Equity Index Fund (1) |
||||||||||||
Class A |
$ | 53 | $ | 253 | $ | 635 |
(1) | Commencement of Operations October 15, 2015. |
The distribution expenses accrued to SSGA FD by the International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
72
Distribution Plan
To compensate SSGA FD for the services it provides and for the expenses it bears in connection with the distribution of shares of the Funds, SSGA FD will be entitled to receive any front-end sales load applicable to the sale of shares of the Fund. Each Fund may make payments from the assets attributable to certain classes of its shares to SSGA FD under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plan). The Distribution Plan is a compensation plan that provides for payments at annual rates (based on average daily net assets) described below. Because Rule 12b-1 Fees are paid on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. The principal business address of SSGA FD is One Iron Street, Boston, MA 02210.
The Board, including all of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust (the Independent Trustees) and who have no direct or indirect financial interest in the Distribution Plan or any related agreements, (the Qualified Distribution Plan Trustees) approved the Distribution Plan. The Distribution Plan will continue in effect with respect to a class of shares of a Fund only if such continuance is specifically approved at least annually by a vote of both a majority of the Board of Trustees of the Trust and a majority of the Qualified Distribution Plan Trustees. The Distribution Plan may not be amended to increase materially the amount of a Funds permitted expenses thereunder without the approval of a majority of the outstanding shares of the affected share class and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Distribution Plan Trustees. As of December 31, 2017 none of the Independent Trustees had a direct or indirect financial interest in the operation of the Distribution Plan. The Distribution Plan calls for payments at an annual rate (based on each Funds average net assets) as follows:
Class |
Annual 12b-1 Fee | |||
Administrative Shares |
0.15 | % | ||
Service Shares |
0.25 | % | ||
Class R Shares |
0.60 | % | ||
Class A |
0.25 | % | ||
Class I |
None | |||
Class K |
None |
The Distribution Plan may benefit the Funds by increasing sales of shares and reducing redemptions of shares, resulting potentially, for example, in economies of scale and more predictable flows of cash into and out of the Funds. Because Rule 12b-1 fees are paid out of a Funds assets, all shareholders share in that expense; however, because shareholders hold their shares through varying arrangements (for example, directly or through financial intermediaries), they may not share equally in the benefits of the Distribution Plan.
Payments to Financial Intermediaries
Financial intermediaries are firms that, for compensation, sell shares of mutual funds, including the Funds, and/or provide certain administrative and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisors, banks, and insurance companies. In some cases, a financial intermediary may hold its clients Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things: processing and mailing trade confirmations, periodic statements, prospectuses, annual reports, semi-annual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations. Some portion of SSGA FDs payments to financial intermediaries will be made out of amounts received by SSGA FD under the Funds Distribution Plans. In addition, the Funds may reimburse SSGA FD for payments SSGA FD makes to financial intermediaries that provide recordkeeping, shareholder servicing, sub-transfer agency, administrative and/or account maintenance services (collectively, servicing). The amount of the reimbursement for servicing compensation and the manner in which it is calculated are reviewed by the Trustees periodically. The compensation paid by SSGA FD to a financial intermediary may be paid continually over time, during the period when the intermediarys clients hold investments in the Funds. The compensation to financial intermediaries may include networking fees and account-based fees. The amount of continuing compensation paid by SSGA FD to different financial intermediaries varies. In the case of most financial intermediaries, compensation for servicing in excess of any amount covered by payments under a Distribution Plan is generally paid at an annual rate of 0.10% 0.20% of the aggregate average daily net asset value of Fund shares held by that financial intermediarys customers, although in some cases the compensation may be paid at higher annual rates (which may, but will not necessarily, reflect enhanced or additional services provided by the financial intermediary). SSGA FD and its affiliates (including SSGA FM), at their
73
own expense and out of their own assets, may also provide compensation to financial intermediaries in connection with sales of the Funds shares or the servicing of shareholders or shareholder accounts by financial intermediaries. Such compensation may include, but is not limited to, ongoing payments, financial assistance to financial intermediaries in connection with conferences, sales, or training programs for their employees, seminars for the public, advertising or sales campaigns, or other financial intermediary-sponsored special events. In some instances, this compensation may be made available only to certain financial intermediaries whose representatives have sold or are expected to sell significant amounts of shares. Financial intermediaries may not use sales of the Funds shares to qualify for this compensation to the extent prohibited by the laws or rules of any state or any self-regulatory agency, such as the Financial Industry Regulatory Authority, Inc. (FINRA). The level of payments made to a financial intermediary in any given year will vary and, in the case of most financial intermediaries, will not exceed 0.20% of the value of assets attributable to the financial intermediary invested in shares of funds in the SSGA FM-fund complex. In certain cases, the payments described in the preceding sentence are subject to minimum payment levels.
If payments to financial intermediaries by the distributor or adviser for a particular mutual fund complex exceed payments by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm by SSGA FD and its affiliates, and by sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase.
Because the Funds pay distribution, service and other fees for the sale of their shares and for services provided to shareholders out of the Funds assets on an ongoing basis, over time those fees will increase the cost of an investment in a Fund.
A Fund may pay distribution fees, service fees and other amounts described above at a time when shares of the Fund are not being actively promoted to new investors generally, or when shares of that Fund are unavailable for purchase.
For the fiscal year ended December 31, 2017 the Funds have been informed by SSGA FD that the following expenditures were made using the amounts each Fund paid under its Distribution Plan:
Fund |
Advertising | Printing |
Compensation to
Dealers |
Compensation to
Sales Personnel |
Interest, Carrying or
Other Financing Charges |
Other* | ||||||||||||||||||
Equity 500 Index Fund |
$ | 135 | $ | 4,517 | $ | 19,727 | $ | 154,864 | $ | | $ | 136,885 | ||||||||||||
Aggregate Bond Index Fund |
$ | 43 | $ | 1,449 | $ | 153 | $ | 49,456 | $ | | $ | 43,990 | ||||||||||||
Global Equity ex-U.S. Index Fund |
$ | 166 | $ | 5,557 | $ | 3,986 | $ | 186,840 | $ | | $ | 168,526 | ||||||||||||
Target Retirement 2015 Fund |
$ | 67 | $ | 251 | $ | 66 | $ | 31,820 | $ | | $ | 26,418 | ||||||||||||
Target Retirement 2020 Fund |
$ | 245 | $ | 919 | $ | 87 | $ | 114,628 | $ | | $ | 96,630 | ||||||||||||
Target Retirement 2025 Fund |
$ | 262 | $ | 982 | $ | 17 | $ | 119,999 | $ | | $ | 103,144 | ||||||||||||
Target Retirement 2030 Fund |
$ | 256 | $ | 960 | $ | 10 | $ | 117,315 | $ | | $ | 100,830 | ||||||||||||
Target Retirement 2035 Fund |
$ | 189 | $ | 708 | $ | 124 | $ | 86,244 | $ | | $ | 74,406 | ||||||||||||
Target Retirement 2040 Fund |
$ | 154 | $ | 577 | $ | 61 | $ | 70,736 | $ | | $ | 60,620 | ||||||||||||
Target Retirement 2045 Fund |
$ | 100 | $ | 376 | $ | 80 | $ | 45,474 | $ | | $ | 39,499 | ||||||||||||
Target Retirement 2050 Fund |
$ | 74 | $ | 276 | $ | 80 | $ | 33,483 | $ | | $ | 29,012 | ||||||||||||
Target Retirement 2055 Fund |
$ | 27 | $ | 101 | $ | 23 | $ | 11,905 | $ | | $ | 10,648 | ||||||||||||
Target Retirement 2060 Fund |
$ | 4 | $ | 15 | $ | 32 | $ | 1,670 | $ | | $ | 1,523 | ||||||||||||
Target Retirement Fund |
$ | 41 | $ | 154 | $ | 18 | $ | 19,369 | $ | | $ | 16,220 | ||||||||||||
Small/Mid Cap Equity Index Fund |
$ | 7 | $ | 244 | $ | 325 | $ | 8.219 | $ | | $ | 7,360 |
* | Includes such items as compensation for travel, conferences and seminars for staff, subscriptions, office charges and professional fees. |
74
Rule 12b-1 fees paid by the International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, as of May 1, 2018, to pay compensation in the manner described in this Payments to Financial Intermediaries section.
ADP Broker-Dealer Inc. |
Peoples Securities, Inc. |
|
American Portfolios Financial Services, Inc. |
Pershing LLC |
|
American United Life Insurance Company |
PNC Bank, N.A. |
|
Principal Life Insurance |
||
Apex Clearing Corp. |
Putnam Investor Services, Inc. |
|
Ariel Distributor, Inc. |
RBC Capital Markets Corp. |
|
Ascensus Inc. |
Reliance Trust Company |
|
AXA Advisors, LLC |
Royal Alliance Associate, Inc. |
|
Bank of America Merrill Lynch |
RWB Securities Inc. |
|
Benefit Trust Company |
Scottrade, Inc. |
|
Chicago Mercantile Exchange Inc. |
SEI Private Trust Company |
|
Calvert Shareholder Services, Inc. |
Slavic Investment Corporation |
|
Charles Schwab & Co., Inc. |
Southwest Securities, Inc. |
|
ETrade Securities |
State Street Bank and Trust Company |
|
EFC Financial Services, LLC |
State Street Bank and Trust Company- Wealth Manager Services |
|
Edward Jones |
Stifel, Nicolaus & Company, Inc. |
|
Fidelity Brokerage Services, LLC |
FIS (formerly Sungard Institutional Brokerage Inc.) |
|
Fidelity Investments Institutional Operations Co. |
TD Ameritrade, Inc. |
|
First Clearing, LLC |
The Bank Of New York Mellon |
|
GWFS Equities Inc. |
The O.N. Equity Sales Company |
|
Hartford Life Insurance Company |
Treasury Brokerage, LLC |
|
Treasury Company of America |
||
Hewitt Services LLC |
UBS Financial Services, Inc. |
|
Interactive Brokers LLC |
US Bank N.A. |
75
Counsel and Independent Registered Public Accounting Firm
Ropes & Gray LLP serves as counsel to the Trust. The principal business address of Ropes & Gray LLP is 800 Boylston Street, Boston, Massachusetts 02199. Joseph P. Barri LLC, located at 259 Robbins Street, Milton, Massachusetts 02186, serves as independent counsel to the Independent Trustees.
Ernst & Young LLP serves as the independent registered public accounting firm for the Trust and provides (i) audit services and (ii) tax services. In connection with the audit of the 2017 financial statements, the Trust entered into an engagement agreement with Ernst & Young LLP that sets forth the terms of Ernst & Young LLPs audit engagement. The principal business address of Ernst & Young LLP is 200 Clarendon Street, Boston, Massachusetts 02116.
The following persons serve as the portfolio managers of the Funds as of the date of this SAI. The following table lists the number and types of accounts managed by each individual and assets under management in those accounts as of December 31, 2017:
Portfolio Manager |
Registered
Investment Company Accounts |
Assets
Managed ( billions) |
Other
Pooled Investment Vehicle Accounts |
Assets
Managed (billions) |
Other
Accounts |
Assets
Managed (billions) |
Total
Assets Managed (billions) |
|||||||||||||||||||||
Michael Feehily |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Karl Schneider |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
David Chin |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Thomas Coleman |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Payal Gupta |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Ted Janowsky |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Amy Scofield |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Olga Winner |
136 | $ | 553.03 | 278 | $ | 340.82 | 467 | $ | 300.51 | $ | 1,194.36 | |||||||||||||||||
Marc DiCosimo |
31 | $ | 59.67 | 106 | $ | 63.82 | 155 | $ | 63.11 | $ | 186.60 | |||||||||||||||||
Joanna Madden |
31 | $ | 59.67 | 106 | $ | 63.82 | 155 | $ | 63.11 | $ | 186.60 | |||||||||||||||||
Charles L. McGinn |
39 | $ | 15.56 | 139 | $ | 46.83 | 245 | * | $ | 46.12 | * | $ | 108.51 | |||||||||||||||
Michael Narkiewicz |
39 | $ | 15.56 | 139 | $ | 46.83 | 245 | * | $ | 46.12 | * | $ | 108.51 | |||||||||||||||
Adel Daghmouri |
4 | $ | 0.42 | 50 | ** | $ | 11.81 | ** | 31 | *** | $ | 14.06 | *** | $ | 26.29 | |||||||||||||
Anna Lester |
4 | $ | 0.42 | 50 | ** | $ | 11.81 | ** | 31 | *** | $ | 14.06 | *** | $ | 26.29 |
76
Portfolio Manager |
Registered
Investment Company Accounts |
Assets
Managed ( billions) |
Other
Pooled Investment Vehicle Accounts |
Assets
Managed (billions) |
Other
Accounts |
Assets
Managed (billions) |
Total
Assets Managed (billions) |
|||||||||||||||||||||
Chee Ooi |
4 | $ | 0.42 | 50 | ** | $ | 11.81 | ** | 31 | *** | $ | 14.06 | *** | $ | 26.29 | |||||||||||||
Barry Glavin |
1 | $ | 0.00 | 0 | | 0 | | $ | 0.00 | |||||||||||||||||||
Lance Graham |
1 | $ | 0.00 | 3 | $ | 1.12 | 2 | $ | 0.15 | $ | 1.27 | |||||||||||||||||
William Killeen |
1 | $ | 0.00 | 3 | $ | 0.16 | 2 | $ | 0.08 | $ | 0.24 | |||||||||||||||||
Brian Routledge |
2 | $ | 0.00 | 3 | $ | 0.19 | 0 | | $ | 0.19 |
* | Includes 6 accounts (totaling $588.94 million in assets under management) with performance-based fees. |
** | Includes 10 accounts (totaling $5.66 billion in assets under management) with performance-based fees. |
*** | Includes 7 accounts (totaling $4.16 billion in assets under management) with performance-based fees. |
Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio.
None of the portfolio managers listed above beneficially owned shares of any Fund as of December 31, 2017, except as noted in the table below:
Portfolio Manager |
Fund |
Dollar Range of Trust
Shares
|
||
Chee Ooi |
State Street Disciplined Global Equity Fund | $150,001 - $200,000 | ||
Adel Daghmouri |
State Street Disciplined Global Equity Fund | $50,001 - $100,000 |
A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Funds. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio managers execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio.
A potential conflict of interest may arise as a result of the portfolio managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio manager may also manage accounts whose objectives and policies differ from that of the Funds. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.
A potential conflict may arise when the portfolio manager is responsible for accounts that have different advisory fees - the difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to be a fair and equitable allocation.
SSGAs culture is complemented and reinforced by a total rewards strategy that is based on a pay for performance philosophy which seeks to offer a competitive pay mix of base salary, benefits, cash incentives and deferred compensation.
77
Salary is based on a number of factors, including external benchmarking data and market trends, State Street performance, SSGA performance, and individual overall performance. SSGAs Global Human Resources department regularly participates in compensation surveys in order to provide SSGA with market-based compensation information that helps support individual pay decisions.
Additionally, subject to State Street and SSGA business results, State Street allocates an incentive pool to SSGA to reward its employees. The size of the incentive pool for most business units is based on the firms overall profitability and other factors, including performance against risk-related goals. For most SSGA investment teams, SSGA recognizes and rewards performance by linking annual incentive decisions for investment teams to the firms or business units profitability and business unit investment performance over a multi-year period.
Incentive pool funding for most active investment teams is driven in part by the post-tax investment performance of fund(s) managed by the team versus the return levels of the benchmark index(es) of the fund(s) on a one-, three- and, in some cases, five-year basis. For most active investment teams, a material portion of incentive compensation for senior staff is deferred over a four-year period into the SSGA Long-Term Incentive (SSGA LTI) program. For these teams, The SSGA LTI program indexes the performance of these deferred awards against the post-tax investment performance of fund(s) managed by the team. This is intended to align our investment teams compensation with client interests, both through annual incentive compensation awards and through the long-term value of deferred awards in the SSGA LTI program.
For the passive equity investment team, incentive pool funding is driven in part by the post-tax 1 and 3-year tracking error of the funds managed by the team against the benchmark indexes of the funds.
The discretionary allocation of the incentive pool to the business units within SSGA is influenced by market-based compensation data, as well as the overall performance of each business unit. Individual compensation decisions are made by the employees manager, in conjunction with the senior management of the employees business unit. These decisions are based on the overall performance of the employee and, as mentioned above, on the performance of the firm and business unit. Depending on the job level, a portion of the annual incentive may be awarded in deferred compensation, which may include cash and/or Deferred Stock Awards (State Street stock), which typically vest over a four-year period. This helps to retain staff and further aligns SSGA employees interests with SSGA clients and shareholders long-term interests.
SSGA recognizes and rewards outstanding performance by:
| Promoting employee ownership to connect employees directly to the companys success. |
| Using rewards to reinforce mission, vision, values and business strategy. |
| Seeking to recognize and preserve the firms unique culture and team orientation. |
| Providing all employees the opportunity to share in the success of SSGA. |
BROKERAGE ALLOCATION AND OTHER PRACTICES
Feeder Funds (and the Hedged International Developed Equity Index Fund)
Each Feeder Fund invests all, and the Hedged International Developed Equity Index Fund invests substantially all, of its investable assets in a corresponding Portfolio and therefore does not directly incur transactional costs for purchases and sales of portfolio investments (except in the case of Hedged International Developed Equity Index Funds currency hedging and related positions). The Funds generally purchase and redeem shares of the corresponding Portfolio each day depending on the number of shares of such Fund purchased or redeemed by investors on that day. Shares of the Portfolios are available for purchase by the Funds at their NAV without any sales charges, transaction fees, or brokerage commissions being charged.
All portfolio transactions are placed on behalf of the Portfolios by the Adviser and/or any investment Sub-adviser to a Fund, as applicable. Purchases and sales of securities on a securities exchange are effected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (including, for example, debt securities and money market investments) because a Portfolio pays a spread which is included in the cost of the security, and is the difference between the dealers cost and the cost to the Portfolio. When a Portfolio executes an over the counter order with an electronic communications network, an alternative trading system or a non-market maker, a commission is charged because there is no spread on the trade. Securities may be purchased from underwriters at prices that include underwriting fees. The Aggregate Bond Index Portfolio normally does not pay a stated brokerage commission on transactions.
78
Each Portfolios investment advisory agreement authorizes the Adviser, and the sub-advisory agreement authorizes the Sub-Adviser, to place, in the name of a Portfolio, orders for the execution of the securities transactions in which the Portfolio is authorized to invest, provided the Adviser, and as applicable, the Sub-Adviser seeks the best overall terms for the transaction. In selecting brokers or dealers (including affiliates of the Adviser, and as applicable, the Sub-Adviser), the Adviser, and as applicable, the Sub-Adviser chooses the broker-dealer deemed most capable of providing the services necessary to obtain the most favorable execution (the most favorable cost or net proceeds reasonably obtainable under the circumstances). The full range of brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, brokerage and research services, underwriting, and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending on the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker-dealers. The Adviser, and as applicable, the Sub-Adviser does not currently use any Portfolios assets for soft-dollar arrangements. The Adviser does not presently participate in any soft dollar arrangements. It may aggregate trades with clients of State Street Global Advisors whose commission dollars are used to generate soft dollar credits for State Street Global Advisors. Although the Advisers clients commissions are not used for soft dollars, the Adviser and State Street Global Advisors clients may benefit from the soft dollar products/services received by State Street Global Advisors. The Sub-Adviser may aggregate trades with other clients of the Sub-Adviser, whose commission dollars are used to generate soft dollar credits for the Sub-Adviser.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities.
Non-Feeder Funds
Purchases and sales of securities on a securities exchange are effected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (including, for example, debt securities and money market investments) because the Fund pays a spread which is included in the cost of the security, and is the difference between the dealers cost and the cost to the Fund. When the Fund executes an over the counter order with an electronic communications network, an alternative trading system or a non-market maker, a commission is charged because there is no spread on the trade. Securities may be purchased from underwriters at prices that include underwriting fees.
The Funds investment advisory agreement authorizes the Adviser, and the Sub-Advisory Agreement authorizes the Sub-Adviser, to place, in the name of the Funds, orders for the execution of the securities transactions in which the Funds are authorized to invest, provided the Adviser, and as applicable, the Sub-Adviser seeks the best overall terms for the transaction. In selecting brokers or dealers (including affiliates of the Adviser, and as applicable, the Sub-Adviser), the Adviser, and as applicable, the Sub-Adviser chooses the broker-dealer deemed most capable of providing the services necessary to obtain the most favorable execution (the most favorable cost or net proceeds reasonably obtainable under the circumstances). The full range of brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, brokerage and research services, underwriting, and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending on the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker-dealers. The Adviser, and as applicable, the Sub-Adviser does not currently use any Funds assets for soft-dollar arrangements. The Adviser does not presently participate in any soft dollar arrangements. It may aggregate trades with clients of State Street Global Advisors whose commission dollars are used to generate soft dollar credits for State Street Global Advisors. Although the Advisers clients commissions are not used for soft dollars, the Adviser and State Street Global Advisors clients may benefit from the soft dollar products/services received by State Street Global Advisors. The Sub-Adviser may aggregate trades with other clients of the Sub-Adviser, whose commission dollars are used to generate soft dollar credits for the Sub-Adviser.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities.
79
The brokerage commissions paid by the Funds for the last three fiscal years are shown below:
Fund |
Fiscal year ended
December 31, 2015 |
Fiscal year ended
December 31, 2016 |
Fiscal year ended
December 31, 2017 |
|||||||||
Equity 500 Index Fund |
| | | |||||||||
Aggregate Bond Index Fund |
| | | |||||||||
Global Equity ex-U.S. Index Fund |
| | | |||||||||
Target Retirement 2015 Fund |
$ | 808 | $ | 17,180 | $ | 72,228 | ||||||
Target Retirement 2020 Fund |
$ | 6,131 | $ | 25,017 | $ | 125,938 | ||||||
Target Retirement 2025 Fund |
$ | 1,546 | $ | 8,951 | $ | 43,865 | ||||||
Target Retirement 2030 Fund |
$ | 3,109 | $ | 6,470 | $ | 25,092 | ||||||
Target Retirement 2035 Fund |
$ | 680 | $ | 3,433 | $ | 12,481 | ||||||
Target Retirement 2040 Fund |
$ | 2,377 | $ | 2,620 | $ | 9,173 | ||||||
Target Retirement 2045 Fund |
$ | 459 | $ | 1,533 | $ | 6,528 | ||||||
Target Retirement 2050 Fund |
$ | 352 | $ | 965 | $ | 4,803 | ||||||
Target Retirement 2055 Fund |
$ | 201 | $ | 356 | $ | 1,569 | ||||||
Target Retirement 2060 Fund |
$ | 48 | $ | 95 | $ | 303 | ||||||
Target Retirement Fund |
$ | 7,347 | $ | 11,997 | $ | 33,968 | ||||||
Hedged International Developed Equity Index Fund (1) |
$ | 277,289 | $ | 149,934 | $ | 27,454 | ||||||
Small/Mid Cap Equity Index Fund (2) |
| | | |||||||||
Emerging Markets Equity Index Fund (3) |
$ | 55,795 | $ | 181,569 | $ | 114,693 | ||||||
Disciplined U.S. Equity Fund (4) |
| $ | 364 | $ | 398 | |||||||
Disciplined International Equity Fund (4) |
| $ | 1,268 | $ | 812 | |||||||
Disciplined Global Equity Fund (4) |
| | | |||||||||
Global Value Spotlight Fund (5) |
| $ | 1,632 | $ | 2,154 | |||||||
International Value Spotlight Fund (6) |
| $ | 1,637 | $ | 1,464 | |||||||
European Value Spotlight Fund (5) |
| $ | 604 | $ | 805 | |||||||
Asia Pacific Value Spotlight Fund (5) |
| $ | 1,875 | $ | 1,329 | |||||||
U.S. Value Spotlight Fund (5) |
| $ | 700 | $ | 768 |
(1) | Commencement of Operations May 29, 2015. |
(2) | Commencement of Operations August 11, 2015. |
(3) | Commencement of Operations December 18, 2015. |
(4) | Commencement of Operations February 18, 2016. |
(5) | Commencement of Operations September 23, 2016. |
(6) | Commencement of Operations July 13, 2016. |
The increase in brokerage commissions paid by the Target Retirement 2015 Fund, Target Retirement 2020 Fund, Target Retirement 2025 Fund, Target Retirement 2030 Fund, Target Retirement 2035 Fund, Target Retirement 2040 Fund, Target Retirement 2045 Fund, Target Retirement 2050 Fund , Target Retirement 2055 Fund, Target Retirement 2060 Fund, and Target Retirement Fund for the fiscal year ended December 31, 2017 as compared to the previous years was generally due to an increase in trading activity caused by an increase in assets during the year.
The brokerage commission fees paid by the International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2017.
Securities of Regular Broker-Dealer. Each Fund is required to identify any securities of its regular brokers and dealers (as such term is defined in the 1940 Act) which it may hold at the close of its most recent fiscal year. Regular brokers or dealers of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trusts portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trusts shares.
80
Holdings in Securities of Regular Broker-Dealers as of December 31, 2017:
JPMorgan Chase & Co. |
$ | 40,540,554 | ||
Bank of America Corp. |
$ | 31,060,319 | ||
Citigroup, Inc. |
$ | 22,665,257 | ||
Goldman Sachs Group, Inc. |
$ | 12,591,961 | ||
Morgan Stanley |
$ | 11,249,580 | ||
Barclays Capital |
$ | 4,485,152 | ||
Credit Suisse |
$ | 5,470,324 | ||
Deutsche Bank Securities, Inc. |
$ | 3,477,678 | ||
Nomura Securities International, Inc. |
$ | 2,116,703 |
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services. For the fiscal year ending December 31, 2017, the Equity 500 Index Fund experienced an increase in portfolio turnover, compared to the previous period, due to a rebalancing of constituent securities in the underlying index which it tracks.
DECLARATION OF TRUST, CAPITAL STOCK AND OTHER INFORMATION
Capitalization
Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of each Fund. Upon liquidation or dissolution of a Fund, investors are entitled to share pro rata in the Funds net assets available for distribution to its investors. Investments in a Fund have no preference, preemptive, conversion or similar rights, except as determined by the Trustees or as set forth in the Bylaws, and are fully paid and non-assessable, except as set forth below.
Declaration of Trust
The Declaration of Trust of the Trust provides that the Trust may redeem shares of a Fund at the redemption price that would apply if the share redemption were initiated by a shareholder. It is the policy of the Trust that, except upon such conditions as may from time to time be set forth in the then current prospectus of the Trust or to facilitate the Trusts or a Funds compliance with applicable law or regulation, the Trust would not initiate a redemption of shares unless it were to determine that failing to do so may have a substantial adverse consequence for a Fund or the Trust.
The Trusts Declaration of Trust provides that a Trustee who is not an interested person (as defined in the 1940 Act) of the Trust will be deemed independent and disinterested with respect to any demand made in connection with a derivative action or proceeding. It is the policy of the Trust that it will not assert that provision to preclude a shareholder from claiming that a trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding; provided, however, that the foregoing policy will not prevent the Trust from asserting applicable law (including Section 2B of Chapter 182 of the Massachusetts General Laws) to preclude a shareholder from claiming that a trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding.
The Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of a Fund without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund.
Voting
Each investor is entitled to a vote in proportion to the number of Fund shares it owns. Shares do not have cumulative voting rights in the election of Trustees, and investors holding more than 50% of the aggregate outstanding shares in the Trust may elect all of the Trustees if they choose to do so. The Trust is not required and has no current intention to hold annual meetings of investors but the Trust will hold special meetings of shareholders when in the judgment of the Trustees it is necessary or desirable to submit matters for a shareholder vote.
Massachusetts Business Trust
Under Massachusetts law, shareholders in a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and provides for indemnification out of the property of the applicable series of the Trust for any loss to which the shareholder may
81
become subject by reason of being or having been a shareholder of that series and for reimbursement of the shareholder for all expense arising from such liability. Thus the risk of a shareholder incurring financial loss on account of shareholder liability should be limited to circumstances in which the series would be unable to meet its obligations.
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value (NAV). The price per share for each class of each Fund is determined each business day (unless otherwise noted) at the close of the New York Stock Exchange (NYSE) (ordinarily 4:00 p.m. Eastern time).
Pricing of shares of the Funds does not occur on New York Stock Exchange (NYSE) holidays. The NYSE is open for trading every weekday except for: (a) the following holidays: New Years Day, Martin Luther King, Jr.s Birthday, Washingtons Birthday (the third Monday in February), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas; and (b) the preceding Friday or the subsequent Monday when one of the calendar-determined holidays falls on a Saturday or Sunday, respectively. Purchases and withdrawals will be effected at the time of determination of NAV next following the receipt of any purchase or withdrawal order which is determined to be in good order.
The Funds securities will be valued pursuant to guidelines established by the Board of Trustees.
The following discussion of U.S. federal income tax consequences of an investment in the Funds is based on the Code, U.S. Treasury regulations, and other applicable authority, as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in the Funds. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisors regarding their particular situation and the possible application of foreign, state and local tax laws.
Each of the Index Funds (other than the Emerging Markets Equity Index Fund) and the Disciplined Global Equity Fund invests substantially all of its assets in the corresponding Portfolio, and each of the Target Retirement Funds invests in the Underlying Funds, and so substantially all of each such Funds income will result from distributions or deemed distributions, or allocations, as the case may be, from the corresponding Portfolio or Underlying Funds, as the case may be. Therefore, as applicable, references to the U.S. federal income tax treatment of these Funds, including to the assets owned and the income earned by these Funds, will be to, or will include, such treatment of the corresponding Portfolio or Underlying Funds, and, as applicable, the assets owned and the income earned by the corresponding Portfolio or Underlying Funds. See Tax Considerations Applicable to Funds Investing in Portfolios Treated as Partnerships and Tax Considerations Applicable to Funds Investing in Portfolios or Underlying Funds Treated as RICs below for further information.
Special tax rules apply to investments through defined contribution plans and other tax-qualified plans or tax-advantaged arrangements. Shareholders should consult their tax advisers to determine the suitability of shares of a Fund as an investment through such plans and arrangements and the precise effect of an investment on their particular tax situations.
Qualification as a Regulated Investment Company
Each Fund has elected or intends to elect to be treated as a regulated investment company (RIC) under Subchapter M of the Code and intends each year to qualify and be eligible to be treated as such. In order to qualify for the special tax treatment accorded RICs and their shareholders, each Fund must, among other things, (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (ii) net income derived from interests in qualified publicly traded partnerships (as defined below); (b) diversify its holdings so that, at the end of each quarter of the Funds taxable year, (i) at least 50% of the value of the Funds total assets consists of cash and cash items, U.S. Government securities, securities of other RICs, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Funds total assets and no more than 10% of the outstanding voting securities of such issuer, and (ii) no more than 25% of its assets are invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. Government or other RICs) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades and businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year.
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In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in section (a)(i) of the preceding paragraph), will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes, because they meet the passive income requirement under Code section 7704(c)(2). Further, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.
For purposes of the diversification test in (b) above, the term outstanding voting securities of such issuer will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of a particular investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to issuer identification for a particular type of investment may adversely affect a Funds ability to meet the diversification test in (b) above.
If a Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to federal income tax on income or gains distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If a Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest or disposing of certain assets. If such Fund were ineligible to or otherwise did not cure such failure for any year, or if such Fund were otherwise to fail to qualify as a RIC accorded special tax treatment in any taxable year, the Fund would be subject to tax at the Fund level on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net capital gains (each as defined below), would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided, in both cases, the shareholder meets certain holding period and other requirements in respect of a Funds shares (each as described below). In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment.
Each Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and its net tax-exempt income (if any), and may distribute its net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any taxable income retained by a Fund will be subject to tax at the Fund level at regular corporate rates. If a Fund retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but is permitted to designate the retained amount as undistributed capital gain in a timely notice to its shareholders who (a) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (b) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If a Fund makes this designation, for U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders gross income under clause (a) of the preceding sentence and the tax deemed paid by the shareholder under clause (b) of the preceding sentence. The Funds are not required to, and there can be no assurance a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to any such portion of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss, if any, from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss, if any, attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.
If a Fund were to fail to distribute in a calendar year at least an amount equal, in general, to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year (or November 30 or December 31, if the Fund is eligible to elect and so elects), plus any such amounts retained from the prior year, the Fund would be
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subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RICs ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October 31 of a calendar year (or November 30, if the Fund makes the election referred to above) generally are treated as arising on January 1 of the following calendar year; in the case of a Fund with a December 31 year end that makes the election described above, no such gains or losses will be so treated. Also, for these purposes, a Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Each Fund intends generally to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so. Distributions declared by a Fund during October, November and December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31 of the year in which declared.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a Funds net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether the Fund retains or distributes such gains. A Fund may carry net capital losses forward to one or more subsequent taxable years without expiration; any such carryforward losses will retain their character as short-term or long-term. The Fund must apply such carryforwards first against gains of the same character. See a Funds most recent annual shareholder report for the Funds available capital loss carryovers as of the end of its most recently ended fiscal year.
Taxation of Distributions Received by Shareholders
For U.S. federal income tax purposes, distributions of investment income are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned (or is deemed to have owned) the investments that generated them, rather than how long a shareholder has owned his or her Fund shares. In general, a Fund will recognize long-term capital gain or loss on the disposition of assets the Fund has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on the disposition of investments the Fund has owned (or is deemed to have owned) for one year or less. Distributions of net-capital gain (that is, the excess of net long-term capital gain over net short-term capital loss) that are properly reported by a Fund as capital gain dividends (Capital Gain Dividends) generally will be taxable to a shareholder receiving such distributions as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. Distributions from capital gains are generally made after applying any available capital loss carryovers. The Aggregate Bond Index Fund generally does not expect a significant portion of its distributions to be Capital Gain Dividends. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income. Distributions of investment income properly reported by a Fund and, in the case of a Fund investing in a Portfolio treated as a RIC, the Portfolio, as derived from qualified dividend income will be taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at each of the shareholder, the Portfolio and, in the case of a Fund investing in a Portfolio treated as a RIC, the Fund level. The Aggregate Bond Index Fund does not expect its distributions to be derived from qualified dividend income.
The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, net investment income generally includes, among other things, (i) distributions paid by a Fund of net investment income and capital gains, and (ii) any net gain from the sale, redemption, exchange or other taxable disposition of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.
If a Fund makes a distribution to a shareholder in excess of the Funds current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Shareholders of a Fund will be subject to federal income taxes as described herein on distributions made by the Fund whether received in cash or reinvested in additional shares of the Fund.
Distributions with respect to a Funds shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Funds realized income and gains, even though such distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when a Funds net asset value includes either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the shareholder paid. Such distributions may reduce the fair market value of the Funds shares below the shareholders cost basis in those shares. As described above, a Fund is required to distribute realized income and gains regardless of whether the Funds net asset value also reflects unrealized losses.
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In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund or corresponding Portfolio must meet holding period and other requirements with respect to the dividend-paying stocks held by the Fund or Portfolio, the shareholder must meet holding period and other requirements with respect to the Funds shares, and in the case of a Fund investing in a Portfolio treated as a RIC, the Fund must meet holding period and other requirements with respect to its shares in the Portfolio. In general, a dividend will not be treated as qualified dividend income (at any of the Portfolio, Fund or shareholder level, as applicable) (a) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (b) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (c) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (d) if the dividend is received from a foreign corporation that is (i) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (ii) treated as a passive foreign investment company.
In general, distributions of investment income properly reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares. If the aggregate qualified dividends (a) received by a Fund (including from a Portfolio that is treated as a RIC) or (b) allocated to a Fund by a Portfolio that is treated as a partnership, during any taxable year are 95% or more of the Funds gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Funds dividends (other than dividends properly reported as Capital Gain Dividends) will be eligible to be treated as qualified dividend income.
In general, dividends of net investment income received by corporate shareholders of a Fund will qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends (a) received by a Fund from domestic corporations (including a corresponding Portfolio that is treated as a RIC) or (b) allocated to a Fund by a corresponding Portfolio that is treated as a partnership for the taxable year. A dividend will not be treated as a dividend eligible for the dividends-received deduction (at any of the Portfolio, Fund or shareholder level, as applicable) (a) if it has been received with respect to any share of stock that the Fund or Portfolio has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (b) to the extent that the Fund or Portfolio is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, a Fund that invests in a corresponding Portfolio that is treated as a RIC must meet similar requirements with respect to its shares of the corresponding Portfolio. Finally, the dividends-received deduction may otherwise be disallowed or reduced (x) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (y) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). The Aggregate Bond Index Fund does not expect Fund distributions to be eligible for the dividends-received deduction.
Any distribution of income that is attributable to (a) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (b) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.
Subject to any future regulatory guidance to the contrary, any distribution of income attributable to qualified REIT dividends from a Funds investment in a REIT will ostensibly not qualify for the deduction that would be available to a non-corporate shareholder were the shareholder to own such REIT directly.
If a Fund holds, directly or indirectly, one or more tax credit bonds issued on or before December 31, 2017, on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the bond otherwise allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to the tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code, and the amount of the tax credits may not exceed the amount reported by the Fund in a written notice to shareholders. Even if a Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
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As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each shareholder early in the succeeding year.
Tax Considerations Applicable to Funds Investing in Portfolios Treated as Partnerships
The International Developed Equity Index Fund and the Hedged International Developed Equity Index Fund invest substantially all of their investable assets in a corresponding Portfolio that is treated as a partnership for U.S. federal income tax purposes. The nature and character of each such Funds income, gains, losses and deductions will generally be determined at the Portfolio level and each such Fund will be allocated its share of Portfolio income and gains. As applicable, references to income, gains, losses and deductions of a Fund will be to income, gains and losses recognized and deductions accruing at the Portfolio level and allocated to or otherwise taken into account by the Fund, and references to assets of a Fund will be to the Funds allocable share of the assets of the corresponding Portfolio.
Such a Fund may be required to redeem a portion of its interest in a Portfolio in order to obtain sufficient cash to make the requisite distributions to maintain its qualification for treatment as a RIC. The Portfolio in turn may be required to sell investments in order to meet such redemption requests, including at a time when it may not be advantageous to do so.
In addition, in certain circumstances, the wash sale rules under Section 1091 of the Code may apply to the Funds sales of the corresponding Portfolio interests that have generated losses. A wash sale occurs if equity interests of an issuer are sold by a Fund at a loss and the Fund acquires additional interests of that same issuer 30 days before or after the date of the sale. The wash-sale rules could defer losses in a Funds hands on corresponding interests in a Portfolio (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
Tax Considerations Applicable to Funds Investing in Portfolios and Underlying Funds Treated as RICs
Each of the Index Funds (other than the Emerging Markets Equity Index Fund, the International Developed Equity Index Fund and the Hedged International Developed Equity Index Fund) and the Disciplined Global Equity Fund seek to achieve their investment objectives by investing substantially all of their investable assets in a corresponding Portfolio, which itself intends to elect to be treated and to qualify and be eligible each year to be treated as a RIC. Whether each such Fund meets the asset diversification test described above will depend on whether the corresponding Portfolio meets each of the income, asset diversification and distribution tests. If a Portfolio were to fail to meet any such test and were ineligible to or otherwise were not to cure such failure, the corresponding Fund would as a result itself fail to meet the asset diversification test and might be ineligible or unable to or might otherwise not cure such failure.
Each Target Retirement Fund seeks to achieve its investment objectives by investing substantially all of its investable assets in one or more Underlying Funds and each such Underlying Fund intends to elect to be treated and to qualify and be eligible each year to be treated as a RIC. Whether a Target Retirement Fund meets the asset diversification test described above will thus depend in part on whether the Underlying Funds in which it invests meet each of the income, asset diversification, and distribution tests. If an Underlying were to fail to meet any such test and were ineligible to or otherwise were not to cure such failure, the corresponding Fund might as a result itself fail to meet the asset diversification test and might be ineligible or unable to or might otherwise not cure such failure.
Each such Funds distributable income and gains will normally consist substantially of distributions from the corresponding Portfolio or the Underlying Funds in which it invests. To the extent that a Portfolio or Underlying Fund realizes net losses on its investments for a given taxable year, the corresponding Fund will not be able to benefit from those losses until and only to the extent that (i) the Portfolio or Underlying Fund realizes gains that it can reduce by those losses, or (ii) the Fund recognizes its share of those losses when it disposes of shares of the Portfolio or Underlying Fund in a transaction qualifying for sale or exchange treatment. Moreover, even when a Fund does make such a disposition, any loss will be recognized as a capital loss, a portion of which may be a long-term capital loss. A Fund will not be able to offset any capital losses from its dispositions of shares of the corresponding Portfolio or Underlying Funds against its ordinary income (including distributions of any net short-term capital gains realized by a Portfolio or Underlying Fund), and the Funds long-term capital losses first offset its long-term capital gains, increasing the likelihood that the Funds short-term capital gains are distributed to shareholders as ordinary income.
In addition, in certain circumstances, the wash sale rules under Section 1091 of the Code may apply to these Funds sales of the corresponding Portfolio or Underlying Fund shares that have generated losses. A wash sale occurs if shares of an issuer are sold by a Fund at a loss and the Fund acquires additional shares of that same issuer 30 days before or after the date of the sale. The wash-sale rules could defer losses in these Funds hands on corresponding Portfolio or Underlying Fund shares (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
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The foregoing rules may cause the tax treatments of these Funds gains, losses and distributions to differ at times from the tax treatment that would apply if the Fund invested directly in the types of securities held by the corresponding Portfolio or the Underlying Funds. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.
Finally, a RIC generally must look through its 20 percent voting interest in a corporation, including a RIC, to the underlying assets thereof for purposes of the diversification test; special rules potentially provide limited relief from the application of this rule where a RIC owns such an interest in an underlying RIC (as defined below), such as a Portfolio or Underlying Fund.
Tax Implications of Certain Fund Investments
Investments in Other RICs . If a Fund receives dividends from a Portfolio treated as a RIC, or an Underlying Fund, or another underlying RIC (each, an underlying RIC) or a Portfolio or an Underlying Fund receives dividends from an underlying RIC, and the underlying RIC reports such dividends as qualified dividend income, then the Fund, the Portfolio or the Underlying Fund, as applicable, is permitted, in turn, to report a portion of such dividends as qualified dividend income when it distributes such portion to its shareholders, provided holding period and other requirements are met.
If a Fund, a Portfolio or Underlying Fund receives dividends from an underlying RIC, and the underlying RIC reports such dividends as eligible for the dividends-received deduction, then the Fund, the Portfolio or the Underlying Fund, as applicable, is permitted, in turn, to report a portion of such dividends as eligible for the dividends-received deduction as well when it distributes such portion to its shareholders, provided holding period and other requirements are met.
If an underlying RIC in which a Fund invests elects to pass through tax credit bond credits to its shareholders, then the Fund is permitted in turn to elect to pass through its proportionate share of those tax credits to its shareholders, provided that the Fund meets shareholder notice and other requirements.
The foregoing rules may cause the tax treatments of a Funds gains, losses and distributions to differ at times from the tax treatment that would apply if the Fund invested directly in the types of securities held by the underlying RIC. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.
Special Rules for Debt Obligations . Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount. Generally, original issue discount (OID) is treated as interest income and is included in a Funds income and required to be distributed by the Fund over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind obligations will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by a Fund may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its revised issue price) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i) generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt obligation, (ii) alternatively, a Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in income (as ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation, and (iii) the rate at which the market discount accrues, and thus is included in a Funds income, will depend upon which of the permitted accrual methods the Fund elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayers financial statements. The application of Section 451 to the accrual of market discount is currently unclear. If Section 451 applies to the accrual of market discount, a Fund must include in income any market discount as it takes the same into account on its financial statements.
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If a Fund holds the foregoing kinds of obligations, or other obligations subject to special rules under the Code, the Fund may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or, if necessary, by disposition of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause a Fund to realize higher amounts of short-term capital gains (generally taxed to shareholders at ordinary income tax rates) and, in the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than they would have if the Fund had not held such obligations.
Securities Purchased at a Premium . Very generally, where a Fund purchases a bond at a price that exceeds the redemption price at maturity that is, at a premium the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if a Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, the Fund is permitted to deduct any remaining premium allocable to a prior period.
A portion of the OID accrued on certain high yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends-received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by a Fund may be eligible for the dividends-received deduction to the extent attributable to the deemed dividend portion of such OID.
At-risk or Defaulted Securities . Investments in debt obligations that are at risk of or in default present special tax issues for the Funds. Tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, OID or market discount; whether, when or to what extent the Fund should recognize market discount on a debt obligation; when and to what extent a Fund may take deductions for bad debts or worthless securities; and how a Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.
Certain Investments in REITs . Any investment by a Fund in equity securities of real estate investment trusts qualifying as such under Subchapter M of the Code (REITs) may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Dividends received by a Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
Subject to any future regulatory guidance to the contrary, any distribution of income attributable to qualified REIT dividends from a Funds investment in a REIT ostensibly will not qualify for the deduction that would be available to a non-corporate shareholder were the shareholder to own such REIT directly.
Certain Investments in Mortgage Pooling Vehicles . Certain Funds may invest directly or indirectly in residual interests in real estate mortgage investment conduits (REMICs) (including by investing in residual interests in collateralized mortgage obligations (CMOs) with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (TMPs). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to the Fund from certain pass-through entities) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an excess inclusion) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as a Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a RIC investing in such securities may not be a suitable investment for charitable remainder trusts, as noted below.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
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Foreign Currency Transactions . Any transaction by a Fund in foreign currencies, foreign currency-denominated debt obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate a Funds distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.
Passive Foreign Investment Companies . Equity investments by a Fund in certain passive foreign investment companies (PFICs) could potentially subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may elect to avoid the imposition of that tax. For example, a Fund may elect to treat a PFIC as a qualified electing fund ( i.e. , make a QEF election), in which case the Fund will be required to include its share of the PFIC s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Funds taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Either of these elections therefore may require a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Funds total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.
Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.
Options and Futures . In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option ( e.g. , through a closing transaction). If a call option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Funds obligation under an option other than through the exercise of the option will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
A Funds options activities may include transactions constituting straddles for U.S. federal income tax purposes, that is, that trigger the U.S. federal income tax straddle rules contained primarily in Section 1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset the former position, including options that are covered by a Funds long position in the subject security. Very generally, where applicable, Section 1092 requires (i) that losses be deferred on positions deemed to be offsetting positions with respect to substantially similar or related property, to the extent of unrealized gain in the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not deep in the money may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or fail to qualify for the dividends-received deduction, as the case may be.
The tax treatment of certain positions entered into by a Fund, including regulated futures contracts, certain foreign currency positions and certain listed non-equity options, will be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
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Derivatives, Hedging, and Related Transactions . In addition to the special rules described above in respect of futures and options transactions, a Funds transactions in other derivative instruments ( e.g. , forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to one or more special tax rules ( e.g. , notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Funds securities, thereby affecting whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax.
Commodity-Linked Instruments . A Funds direct or indirect investments in commodities and commodity-linked instruments can be limited by the Funds intention to qualify as a RIC, and can bear on the Funds ability to so qualify. Income and gains from commodities and certain commodity-linked instruments does not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of some other commodity-linked instruments in which a Fund might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If a Fund were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Funds nonqualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.
Book-Tax Differences . Certain of a Funds investments in derivative instruments and foreign currency-denominated instruments, and any of the Funds transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If such a difference arises, and a Funds book income is less than the sum of its taxable income and net tax-exempt income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if a Funds book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Funds remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipients basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Foreign Taxation
A Funds income, proceeds and gains from sources within foreign countries may be subject to non-U.S. withholding or other taxes, which will reduce the yield on those investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If, at the close of a Funds taxable year, more than 50% of the assets of the Fund consists of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by a Fund to foreign countries in respect of foreign securities that the Fund has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes paid by such Fund. A shareholders ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by a Fund is subject to certain limitations imposed by the Code, which may result in the shareholders not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so.
If at the close of each quarter of its taxable year, at least 50% of the total assets of a Fund consists of interests in other RICs (such as a Portfolio or Underlying Fund treated as a RIC), such Fund will be a qualified fund of funds. In that case, the Fund is permitted to elect to pass through to its shareholders foreign income and other similar taxes paid by the Fund in respect of foreign securities held directly by the Fund or by the underlying RIC in which it invests that itself elected to pass such taxes through to shareholders. However, even if a Fund qualifies to make such election for any year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.
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Backup Withholding
A Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number (TIN), who has under- reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Tax-Exempt Shareholders
Income of a RIC that would be unrelated business taxable income (UBTI) if earned directly by a tax-exempt entity will not generally constitute UBTI when distributed to a tax-exempt shareholder of the RIC. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a Fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICS or equity interests in TMPs if the amount of such income recognized by the Fund exceeds the Funds investment company taxable income (after taking into account deductions for dividends paid by the Fund).
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a RIC that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a RIC that recognizes excess inclusion income, then the RIC will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in a Fund. CRTs are urged to consult their tax advisors concerning the consequences of investing in each Fund.
Redemptions and Exchanges
Redemptions and exchanges of each Funds shares are taxable events and, accordingly, shareholders may realize gain or loss on these transactions. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of Fund shares held by a shareholder for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to the shares. Further, all or a portion of any loss realized upon a taxable disposition of Fund shares generally will be disallowed under the Codes wash sale rule if other substantially identical shares are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Upon the redemption or exchange of shares of a Fund, the Fund or, in the case of shares purchased through a financial intermediary, the financial intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Fund shares you redeemed or exchanged. See the Funds prospectuses for more information.
Tax Shelter Reporting
Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
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Non-U.S. Shareholders
Non-U.S. shareholders in a Fund should consult their tax advisors concerning the tax consequences of ownership of shares in the Fund. Distributions by a Fund to shareholders that are not U.S. persons within the meaning of the Code ( foreign shareholders) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.
In general, the Code defines (1) short-term capital gain dividends as distributions of net short-term capital gains in excess of net long-term capital losses and (2) interest-related dividends as distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by a Fund in a written notice to shareholders.
The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. If a Fund invests in a RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (i) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (ii) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (iii) that is within certain foreign countries that have inadequate information exchange with the United States, or (iv) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation). A RIC is permitted to report such parts of its dividends as are eligible to be treated as interest-related or short-term capital gain dividends, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders.
Foreign shareholders should contact their intermediaries regarding the application of withholding rules to their accounts.
Distributions by a Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund unless (a) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (b) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (c) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests (USRPIs) apply to the foreign shareholders sale of shares of the Fund (as described below).
Foreign shareholders with respect to whom income from a Fund is effectively connected with a trade or business conducted by the foreign person within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
Special rules would apply if a Fund were a qualified investment entity (QIE) because it is either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. A Fund that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than-10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether a Fund is a QIE. If
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an interest in a Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
If a Fund were a QIE under a special look-through rule, any distributions by the Fund to a foreign shareholder attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier REIT that the Fund is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition of USRPIs by the Fund, would retain their character as gains realized from USRPIs in the hands of the Funds foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholders current and past ownership of the Fund. Each Fund generally does not expect that it will be a QIE.
Foreign shareholders of a Fund also may be subject to wash sale rules to prevent the avoidance of the tax-filing and payment obligations discussed above through the sale and repurchase of Fund shares.
Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Fund.
In order for a foreign shareholder to qualify for any exemptions from withholding described above or from lower withholding tax rates under income tax treaties, or to establish an exemption from back back-up withholding, the foreign shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E or substitute form). Non-U.S. investors in a Fund should consult their tax advisers in this regard.
Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should consult their tax advisers about their particular situation.
A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax on income referred to above.
Shareholder Reporting Obligations With Respect To Foreign Bank and Financial Accounts
Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Fund by vote or value could be required to report annually their financial interest in the Funds foreign financial accounts, if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult a tax advisor, and persons investing in a Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.
Other Reporting and Withholding Requirements
Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, FATCA) generally require a Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an IGA) between the United States and a foreign government. If a shareholder fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends it pays and 30% of the gross proceeds of share redemptions or exchanges and certain Capital Gain Dividends it pays on or after January 1, 2019. If a payment by a Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above ( e.g. , Capital Gain Dividends, short-term capital gain dividends and interest-related dividends).
Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
General Considerations
The U.S. federal income tax discussion set forth above is for general information only. Prospective investors should consult their tax advisers regarding the specific U.S. federal income tax consequences of purchasing, holding, and disposing of shares of the Fund, as well as the effects of state, local, foreign, and other tax laws and any proposed tax law changes.
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SSGA FD serves as the Funds distributor pursuant to the Distribution Agreement by and between SSGA FD and the Trust. Pursuant to the Distribution Agreement, the Funds pay SSGA FD fees under the Rule 12b-1 Plan in effect for the Funds. For a description of the fees paid to SSGA FD under the Rule 12b-1 Plan, see Shareholder Servicing and Distribution Plans, above. SSGA FD is not obligated to sell any specific number of shares and will sell shares of a Fund on a continuous basis only against orders to purchase shares. The principal business address of SSGA FD is One Iron Street, Boston, MA 02210.
The audited financial statements for the fiscal year ended December 31, 2017 for the Funds in operation at that date are included in the Annual Report of the Trust (the Annual Report), which was filed with the SEC on March 8, 2018 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-18-074963) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (866) 392-0869.
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RATINGS OF DEBT INSTRUMENTS
MOODYS INVESTORS SERVICE, INC. (MOODYS)
GLOBAL LONG-TERM RATING SCALE
Ratings assigned on Moodys global long-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa : Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa : Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A : Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa : Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba : Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B : Obligations rated B are considered speculative and are subject to high credit risk.
Caa : Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca : Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C : Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*
* | By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. |
GLOBAL SHORT-TERM RATING SCALE
Ratings assigned on Moodys global short-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
P-1 : Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 : Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 : Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP : Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
A-1
S&P GLOBAL RATINGS (S&P)
ISSUE CREDIT RATING DEFINITIONS
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings view of the obligors capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS*
AAA : An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is extremely strong.
AA : An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A : An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB : An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation.
BB; B; CCC; CC; and C: Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
BB : An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligors inadequate capacity to meet its financial commitments on the obligation.
B : An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments on the obligation.
CCC : An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC : An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C : An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D : An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
A-2
NR: This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.
* | The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. |
SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitments on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligors capacity to meet its financial commitments on the obligation.
B: A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligors inadequate capacity to meet its financial commitments.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D: A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
FITCH RATINGS. (FITCH)
ISSUER DEFAULT RATINGS
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities in global infrastructure and project finance. IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
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A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Near default
A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include:
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; |
c. | the formal announcement by the issuer or their agent of a distressed debt exchange; |
d. | a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
RD: Restricted default.
RD ratings indicate an issuer that in Fitchs opinion has experienced:
a. | an uncured payment default on a bond, loan or other material financial obligation, but |
b. | has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and |
c. | has not otherwise ceased operating. |
This would include:
i. | the selective payment default on a specific class or currency of debt; |
ii. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
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iii. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations. |
D: Default.
D ratings indicate an issuer that in Fitchs opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
SHORT-TERM RATINGS ASSIGNED TO ISSUERS AND OBLIGATIONS
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High Short-Term Default risk. Default is a real possibility.
RD: Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. For example, the rating category AA has three notch-specific rating levels (AA+; AA; AA-; each a rating level). Such suffixes are not added to AAA ratings. For corporate finance obligation ratings, they are not appended to rating categories below the CCC. For all other sectors/obligations, they are not assigned to rating categories below the B.
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APPENDIX B - TRUSTS PROXY VOTING PROCEDURES
SSGA FUNDS
STATE STREET MASTER FUNDS
STATE STREET INSTITUTIONAL INVESTMENT TRUST
ELFUN GOVERNMENT MONEY MARKET FUND
ELFUN TAX EXEMPT INCOME FUND
ELFUN INCOME FUND
ELFUN DIVERSIFIED FUND
ELFUN INTERNATIONAL EQUITY FUND
ELFUN TRUSTS
STATE STREET NAVIGATOR SECURITIES LENDING TRUST
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Boards of Trustees of the SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts (each a Trust, and each series thereof, a Fund) 1 have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trusts investment portfolios.
1. | Proxy Voting Policy |
The policy of the Trust is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust to SSGA Funds Management, Inc., the Trusts investment adviser (the Adviser), subject to the Trustees continuing oversight.
2. | Fiduciary Duty |
The right to vote proxies with respect to a portfolio security held by the Trust is an asset of the Trust. The Adviser acts as a fiduciary of the Trust and must vote proxies in a manner consistent with the best interest of the Trust and its shareholders.
3. | Proxy Voting Procedures |
A. At least annually, the Adviser shall present to the Boards of Trustees its policies, procedures and other guidelines for voting proxies (Policy) and the policy of any Sub- adviser (as defined below) to which proxy voting authority has been delegated (see Section 9 below). In addition, the Adviser shall notify the Trustees of material changes to its Policy or the policy of any Sub - adviser promptly and not later than the next regular meeting of the Board of Trustees after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees its policy for managing conflicts of interests that may arise through the Advisers proxy voting activities. In addition, the Adviser shall report any Policy overrides involving portfolio securities held by a Fund to the Trustees at the next regular meeting of the Board of Trustees after such override(s) occur.
C. At least annually, the Adviser shall inform the Trustees that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust during the year. Also see Section 5 below.
4. | Revocation of Authority to Vote |
The delegation by the Trustees of the authority to vote proxies relating to portfolio securities of the Trust may be revoked by the Trustees, in whole or in part, at any time.
1 | Unless otherwise noted, the singular term Trust used throughout this document means each of SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts. |
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5. | Annual Filing of Proxy Voting Record |
The Adviser shall provide the required data for each proxy voted with respect to portfolio securities of the Trust to the Trust or its designated service provider in a timely manner and in a format acceptable to be filed in the Trusts annual proxy voting report on Form N-PX for the twelve-month period ended June 30. Form N-PX is required to be filed not later than August 31 of each year.
6. | Retention and Oversight of Proxy Advisory Firms |
A. In considering whether to retain or continue retaining a particular proxy advisory firm, the Adviser will ascertain whether the proxy advisory firm has the capacity and competency to adequately analyze proxy issues, act as proxy voting agent as requested, and implement the Policy. In this regard, the Adviser will consider, at least annually, among other things, the adequacy and quality of the proxy advisory firms staffing and personnel and the robustness of its policies and procedures regarding its ability to identify and address any conflicts of interest. The Adviser shall, at least annually, report to Boards of Trustees regarding the results of this review.
B. The Adviser will request quarterly and annual reporting from any proxy advisory firm retained by the Adviser, and hold ad hoc meetings with such proxy advisory firm, in order to determine whether there has been any business changes that might impact the proxy advisory firms capacity or competency to provide proxy voting advice or services or changes to the proxy advisory firms conflicts policies or procedures. The Adviser will also take reasonable steps to investigate any material factual error, notified to the Adviser by the proxy advisory firm or identified by the Adviser, made by the proxy advisory firm in providing proxy voting services.
7. | Periodic Sampling |
The Adviser will periodically sample proxy votes to review whether they complied with the Policy. The Adviser shall, at least annually, report to the Boards of Trustees regarding the frequency and results of the sampling performed.
8. | Disclosures |
A. The Trust shall include in its registration statement:
1. A description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio securities; and
1. A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trusts toll-free telephone number; or through a specified Internet address; or both; and on the Securities and Exchange Commissions (the SEC) website.
B. The Trust shall include in its annual and semi-annual reports to shareholders:
1. A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trusts toll-free telephone number; through a specified Internet address, if applicable; and on the SECs website; and
2. A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Trusts toll-free telephone number; or through a specified Internet address; or both; and on the SECs website.
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9. | Sub-Advisers |
For certain Funds, the Adviser may retain investment management firms (Sub-advisers) to provide day-to-day investment management services to the Funds pursuant to sub-advisory agreements. It is the policy of the Trust that the Adviser may delegate proxy voting authority with respect to a Fund to a Sub-adviser. Pursuant to such delegation, a Sub-adviser is authorized to vote proxies on behalf of the applicable Fund or Funds for which it serves as sub-adviser, in accordance with the Sub-advisers proxy voting policies and procedures.
10. | Review of Policy |
The Trustees shall review this policy to determine its continued sufficiency as necessary from time to time.
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APPENDIX C - ADVISERS AND SUB-ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
March 2018
Global Proxy Voting and Engagement Principles
State Street Global Advisors (SSGA), one of the industrys largest institutional asset managers, is the investment management arm of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSGA has discretionary proxy voting authority over most of its client accounts, and SSGA votes these proxies in the manner that we believe will most likely protect and promote the long-term economic value of client investments as described in this document i .
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Global Proxy Voting and Engagement Principles
State Street Global Advisors (SSGA) maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the EU, Japan, New Zealand , North America (Canada and the US), the UK and emerging markets. International markets that do not have specific guidelines are reviewed and voted consistent with our Global Proxy Voting and Engagement Principles; however, SSGA also endeavors to show sensitivity to local market practices when voting in these various markets.
SSGAs Approach to Proxy Voting and Issuer Engagement
At SSGA, we take our fiduciary duties as an asset manager very seriously. We have a dedicated team of corporate governance professionals who help us carry out our duties as a responsible investor. These duties include engaging with companies, developing and enhancing in-house corporate governance guidelines, analyzing corporate governance issues on a case-by-case basis at the company level, and exercising our voting rightsall to maximize shareholder value.
SSGAs Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another and, likewise, engagement activity may take different forms in order to best achieve long-term engagement goals. We believe that proxy voting and engagement with portfolio companies is often the most direct and productive way shareholders can exercise their ownership rights, and taken together, we view these tools to be an integral part of the overall investment process.
We believe engagement and voting activity have a direct relationship. As a result, the integration of our engagement activities, while leveraging the exercise of our voting rights, provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client accounts. SSGA maximizes its voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the different investment views and objectives across SSGA, depending on the product or strategy, the fiduciary responsibilities of share ownership and voting for which SSGA has voting discretion are carried out with a single voice and objective.
The Principles support governance structures that we believe add to, or maximize shareholder value at the companies held in our clients portfolios. SSGA conducts issuer specific engagements with companies to discuss our principles, including sustainability related risks. In addition, we encourage issuers to find ways of increasing the amount of direct communication board members have with shareholders. We believe direct communication with
executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, where appropriate, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns.
In conducting our engagements, SSGA also evaluates the various factors that play into the corporate governance framework of a country, including but not limited to, the macroeconomic conditions and broader political system, the quality of regulatory oversight, the enforcement of property and shareholder rights and the independence of the judiciary. SSGA understands that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, SSGA engages with issuers, regulators, or both, depending on the market. SSGA also is a member of various investor associations that seek to address broader corporate governance related policy at the country level as well as issuer specific concerns at a company level.
To help mitigate company specific risk, the SSGA Asset Stewardship Team may collaborate with members of the active investment teams to engage with companies on corporate governance issues and address any specific concerns, or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. Outside of proxy voting season, SSGA conducts issuer specific engagements with companies covering various corporate governance and sustainability related topics.
The SSGA Asset Stewardship Team uses a blend of quantitative and qualitative research and data to support screens to help identify issuers where active engagement may be necessary to protect and promote shareholder value. Issuer engagement may also be event driven, focusing on issuer specific corporate governance, sustainability concerns or wider industry related trends. SSGA also gives consideration to the size of our total position of the issuer in question and/or the potential negative governance, performance profile, and circumstance at hand. As a result, SSGA believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSGA defines engagement methods:
Active
SSGA uses screening tools designed to capture a mix of company specific data including governance and sustainability profiles to help us focus our voting and engagement activity.
SSGA will actively seek direct dialogue with the board and management of companies we have identified through our
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screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. SSGA routinely discusses specific voting issues and items with the issuer community. Reactive engagement is an opportunity to address not only voting items, but also a wide range of governance and sustainability issues.
SSGA has established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. To limit the subjectivity of measuring our success we actively seek issuer feedback and monitor the actions issuers take post-engagement to identify tangible changes. By doing so, we are able to establish indicators to gauge how issuers respond to our concerns and to what degree these responses satisfy our requests. It is also important to note that successful engagement activity can be measured over differing time periods depending on the facts and circumstances involved. Engagements can last as short as a single meeting or span multiple years.
Depending on the issue and whether the engagement activity is reactive, recurring, or active, engagement with issuers can take the form of written communication, conference calls, or face-to-face meetings. SSGA believes active engagement is best conducted directly with company management or board members. Collaborative engagement, where multiple shareholders communicate with company representatives, can serve as a potential forum for issues that are not identified by SSGA as requiring active engagement, such as shareholder conference calls.
Proxy Voting Procedure
Oversight
The SSGA Asset Stewardship Team is responsible for developing and implementing the Proxy Voting and Engagement Guidelines (the Guidelines), case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues. The implementation of the Guidelines is overseen by the SSGA Global Proxy Review Committee (PRC), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in greater detail below. Oversight of the proxy voting process is ultimately the responsibility of the SSGA
Investment Committee (IC). The IC reviews and approves amendments to the Guidelines. The PRC reports to the IC, and may refer certain significant proxy items to that committee.
Proxy Voting Process
In order to facilitate SSGAs proxy voting process, SSGA retains Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. SSGA utilizes ISSs services in three ways: (1) as SSGAs proxy voting agent (providing SSGA with vote execution and administration services); (2) for applying the Guidelines; and (3) as providers of research and analysis relating to general corporate governance issues and specific proxy items.
The SSGA Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis as needed. On most routine proxy voting items (e.g., ratification of auditors), ISS will affect the proxy votes in accordance with the Guidelines.
In other cases, the Asset Stewardship Team will evaluate the proxy solicitation to determine how to vote based on facts and circumstances, consistent with the Principles, and the accompanying Guidelines, that seek to maximize the value of our client accounts.
In some instances, the Asset Stewardship Team may refer significant issues to the PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the PRC, the Asset Stewardship Team will consider whether a material conflict of interest exists between the interests of our client and those of SSGA or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
SSGA votes in all markets where it is feasible; however, SSGA may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our ability to trade the security, where issuer-specific special documentation is required, or where various market or issuer certifications are required. SSGA is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction, or when they charge a meeting specific fee in excess of the typical custody service agreement.
Conflict of Interest
See SSGAs standalone Conflict Mitigation Guidelines.
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Directors and Boards
The election of directors is one of the most important fiduciary duties SSGA performs as a shareholder. SSGA believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSGA seeks to vote director elections in a way which we, as a fiduciary, believe will maximize the long-term value of each portfolios holdings.
Principally, a board acts on behalf of shareholders by protecting their interests and preserving their rights. This concept establishes the standard by which board and director performance is measured. To achieve this fundamental principle, the role of the board, in SSGAs view, is to carry out its responsibilities in the best long-term interest of the company and its shareholders. An independent and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan for the board and management, provides risk oversight and assesses the performance of the CEO and management. In contrast, management implements the business and capital allocation strategies and runs the companys day-to-day operations. As part of SSGAs engagement process, SSGA routinely discusses the importance of these responsibilities with the boards of issuers.
SSGA believes the quality of a board is a measure of director independence, director succession planning, board diversity, evaluations and refreshment and company governance practices. In voting to elect nominees, SSGA considers many factors. SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will effectively monitor management, maintain appropriate governance practices and perform oversight functions necessary to protect shareholder interests. SSGA also believes the right mix of skills, independence, diversity and qualifications among directors provides boards with the knowledge and direct experience to deal with risks and operating structures that are often unique and complex from one industry to another.
Accounting and Audit Related Issues
SSGA believes audit committees are critical and necessary as part of the boards risk oversight role. The audit committee is responsible for setting out an internal audit function to provide robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. SSGA believes audit committees should have independent directors as members, and SSGA will hold the members of the audit committee responsible for overseeing the management of the audit function.
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of the internal controls and the independence of the audit process are essential if investors are to rely on financial statements. Also, it is important for the audit committee to appoint external auditors who are independent from management as we expect auditors to provide assurance as of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, grow and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to a shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. Altering the capital structure of a company is a critical decision for boards and in making such a critical decision, SSGA believes the company should have a well explained business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In evaluating mergers and acquisitions, SSGA considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSGA uses its discretion in order to maximize shareholder value.
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer, or reducing the likelihood of a successful offer. SSGA does not support proposals that reduce shareholders rights, entrench management or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
SSGA considers the boards responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive compensation; SSGA believes that there should be a direct relationship between executive compensation and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer
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selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests, as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also consider executive compensation practices when re-electing members of the remuneration committee.
SSGA recognizes that compensation policies and practices are unique from market to market; often with significant differences between the level of disclosures, the amount and forms of compensation paid, and the ability of shareholders to approve executive compensation practices. As a result, our ability to assess the appropriateness of executive compensation is often dependent on market practices and laws.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors may not only have an impact on the reputation of companies but may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could be the result of anything from regulation and litigation, physical threats (severe weather, climate change), economic trends to shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to demonstrate how sustainability fits into operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on a company, its industry, operations, and geographic footprint. SSGA may also take action against the re-election of board members if we have serious concerns over ESG practices and the company has not been responsive to shareholder requests to amend them.
General/Routine
Although SSGA does not seek involvement in the day-to-day operations of an organization, SSGA recognizes the need for conscientious oversight and input into management decisions that may affect a companys value. SSGA supports proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.
Fixed Income Stewardship
The two elements of SSGAs fixed income stewardship program are:
Proxy Voting:
While matters that come up for a vote at bondholder meetings vary by jurisdiction, examples of common proxy voting resolutions at bondholder meetings include:
| Approving amendments to debt covenants and/or terms of issuance; |
| Authorizing procedural matters such as filing of required documents/other formalities; |
| Approving debt restructuring plans; |
| Abstaining from challenging the bankruptcy trustees; |
| Authorizing repurchase of issued debt security; |
| Approving the placement of unissued debt securities under the control of directors; and, |
| Approve spin-off/absorption proposals. |
Given the nature of the items that come up for vote at bondholder meetings, SSGA takes a case-by-case approach to voting bondholder resolutions. Where necessary, SSGA will engage with issuers on voting matters prior to arriving at voting decisions. All voting decisions will be made in the best interest of our clients.
Issuer Engagement:
SSGA recognizes that debt holders have limited leverage with companies on a day-to-day basis. However, we believe that given the size of our holdings in corporate debt, SSGA can meaningfully influence ESG practices of companies through issuer engagement. Our guidelines for engagement with fixed income issuers broadly follow the engagement guidelines for our equity holdings as described above.
Securities on Loan
For funds where SSGA acts as trustee, SSGA may recall securities in instances where SSGA believes that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, SSGA must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, SSGA does not receive timely
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notice, and is unable to recall the shares on or before the record date. Second, SSGA, exercising its discretion may recall shares if it believes the benefit of voting shares will outweigh the foregone lending income. This determination requires SSGA, with the information available at the time, to form judgments about events or outcomes that are difficult to quantify. Given past experience in this area, however, we believe that the recall of securities will rarely provide an economic benefit that outweighs the cost of the foregone lending income.
Reporting
Any client who wishes to receive information on how its proxies were voted should contact its SSGA relationship manager.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9001-INST-7541 0317 Exp. Date: 03/31/2018
i | These Global Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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March 2018
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
State Street Corporation has a comprehensive standalone Conflicts of Interest Policy and other policies that address a range of conflicts of interests identified. In addition, State Street Global Advisors (SSGA), the asset management business of State Street Corporation, maintains a conflicts register that identifies key conflicts and describes systems in place to mitigate the conflicts. This guidance i is designed to act in conjunction with related policies and practices employed by other groups within the organization. Further, they complement those policies and practices by providing specific guidance on managing the conflicts of interests that may arise through SSGAs proxy voting and engagement activities.
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Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors (SSGA) has policies and procedures designed to prevent undue influence on SSGAs voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation (STT), State Street Global Advisors, SSGA affiliates, SSGA Funds or SSGA Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of SSGAs Asset Stewardship team. Members of the Asset Stewardship team may from time to time discuss views on proxy voting matters, company performance, strategy etc. with other STT or SSGA employees including portfolio managers, senior executives and relationship managers. However, final voting decisions are made solely by the Asset Stewardship team, in a manner that is consistent with the best interests of all clients, taking into account various perspectives on risks and opportunities with a view of maximizing the value of client assets; |
| Exercising a singular vote decision for each ballot item regardless of our investment strategy; |
| Prohibiting members of SSGAs Asset Stewardship team from disclosing SSGAs voting decision to any individual not affiliated with the proxy voting process prior to the meeting or date of written consent, as the case may be; |
| Mandatory disclosure by members of the SSGAs Asset Stewardship team, Global Proxy Review Committee (PRC) and Investment Committee (IC) of any personal conflict of interest (e.g., familial relationship with company management, serves as a director on the board of a listed company) to the Head of the Asset Stewardship team. Members are required to recuse themselves from any engagement or proxy voting activities related to the conflict; |
| In certain instances, client accounts and/or SSGA pooled funds, where SSGA acts as trustee, may hold shares in STT or other SSGA affiliated entities, such as mutual funds affiliated with SSGA Funds Management, Inc. In general, SSGA will outsource any voting decision relating to a shareholder meeting of STT or other SSGA affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon SSGAs Proxy Voting and Engagement Guidelines (Guidelines); and |
| Reporting of voting guideline overrides, if any, to the PRC on a quarterly basis. |
In general, we do not believe matters that fall within the Guidelines and are voted consistently with the Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity. However, where matters do not fall within the Guidelines or where we believe that voting in accordance with the Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. In circumstances where a conflict has been identified and either: (i) the matter does not fall clearly within the Guidelines; or (ii) SSGA determines that voting in accordance with such guidance is not in the best interests of its clients, the Head of the Asset Stewardship team will determine whether a Material Relationship exists. If so, the matter is referred to the PRC. The PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the IC for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.
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Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity
ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9008-INST-7553 0317 Exp. Date: 03/31/2018
i | These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
North America (United States & Canada)
State Street Global Advisors (SSGA) North America Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidance.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) North America Proxy Voting and Engagement Guidelines address areas including board structure, director tenure, audit related issues, capital structure, executive compensation, environmental, social and other governance-related issues of companies listed on stock exchanges in the US and Canada (North America). Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in North America, SSGA expects all companies to act in a transparent manner and provide detailed disclosure on board profiles, related-party transactions, executive compensation and other governance issues that impact shareholders long-term interests. Further, as a founding member of the Investor Stewardship Group (ISG), SSGA proactively monitors companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply or explain expectations established by the principles, SSGA encourages companies to proactively disclose their level of compliance with the principles. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagements to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active investment teams; collaborating on issuer engagements and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the US Investor Stewardship Group Principles. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect
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Proxy Voting and Engagement Guidelines
shareholder interests. Further, SSGA expects boards of Russell 3000 and TSX listed companies to have at least one female board member .
Director related proposals include issues submitted to shareholders that deal with the composition of the board or with members of a corporations board of directors. In deciding which director nominee to support, SSGA considers numerous factors.
Director Elections
SSGAs director election guideline focuses on companies governance profile to identify if a company demonstrates appropriate governance practices or if it exhibits negative governance practices. Factors SSGA considers when evaluating governance practices include, but are not limited to the following:
| Shareholder rights; |
| Board independence; and |
| Board structure. |
If a company demonstrates appropriate governance practices, SSGA believes a director should be classified as independent based on the relevant listing standards or local market practice standards. In such cases, the composition of the key oversight committees of a board should meet the minimum standards of independence. Accordingly, SSGA will vote against a nominee at a company with appropriate governance practices if the director is classified as non-independent under relevant listing standards or local market practice AND serves on a key committee of the board (compensation, audit, nominating or committees required to be fully independent by local market standards).
Conversely, if a company demonstrates negative governance practices, SSGA believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based on the following classification standards:
| Is the nominee an employee of or related to an employee of the issuer or its auditor; |
| Does the nominee provide professional services to the issuer; |
| Has the nominee attended an appropriate number of board meetings; or |
| Has the nominee received non-board related compensation from the issuer. |
In the U.S. market where companies demonstrate negative governance practices, these stricter standards will apply not only to directors who are a member of a key committee but to all directors on the board as market practice permits. Accordingly, SSGA will vote against a nominee (with the exception of the CEO) where the board has inappropriate governance practices and is considered not independent based on the above independence criteria.
Additionally, SSGA may withhold votes from directors based on the following:
| When overall average board tenure is excessive. In assessing excessive tenure, SSGA gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures; |
| When directors attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold; |
| CEOs of a public company who sit on more than three public company boards; |
| Director nominees who sit on more than six public company boards; |
| Directors of companies that have not been responsive to a shareholder proposal which received a majority shareholder support at the last annual or special meeting; consideration maybe given if management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s); |
| Directors of companies have unilaterally adopted/ amended company bylaws that negatively impact SSGAs shareholder rights (such as fee-shifting, forum selection and exclusion service bylaws) without putting such amendments to a shareholder vote; |
| Compensation committee members where there is a weak relationship between executive pay and performance over a five-year period; |
| Audit committee members if non-audit fees exceed 50% of total fees paid to the auditors; and |
| Directors who appear to have been remiss in their duties. |
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Proxy Voting and Engagement Guidelines
Director Related Proposals
SSGA generally votes for the following director related proposals:
| Discharge of board members duties, in the absence of pending litigation, regulatory investigation, charges of fraud or other indications of significant concern; |
| Proposals to restore shareholders ability to remove directors with or without cause; |
| Proposals that permit shareholders to elect directors to fill board vacancies; and |
| Shareholder proposals seeking disclosure regarding the company, board, or compensation committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
SSGA generally votes against the following director related proposals:
| Requirements that candidates for directorships own large amounts of stock before being eligible to be elected; |
| Proposals that relate to the transaction of other business as properly comes before the meeting, which extend blank check powers to those acting as proxy; and |
| Proposals requiring two candidates per board seat. |
Majority Voting
SSGA will generally support a majority vote standard based on votes cast for the election of directors.
SSGA will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or repeal certain provisions.
Annual Elections
SSGA generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders rights plan.
Cumulative Voting
SSGA does not support cumulative voting structures for the election of directors.
Separation Chair/CEO
SSGA analyzes proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including but not limited to, the appointment of and role played by a lead director, a companys performance and the overall governance structure of the company.
Proxy Access
In general, SSGA believes that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. SSGA will consider proposals relating to Proxy Access on a case-by-case basis. SSGA will support shareholder proposals that set parameters to empower long-term shareholders while providing management the flexibility to design a process that is appropriate for the companys circumstances.
SSGA will review the terms of all other proposals and will support those proposals that have been introduced in the spirit of enhancing shareholder rights.
Considerations include but are not limited to the following:
| The ownership thresholds and holding duration proposed in the resolution; |
| The binding nature of the proposal; |
| The number of directors that shareholders may be able to nominate each year; |
| Company governance structure; |
| Shareholder rights; and |
| Board performance. |
Age/Term Limits
Generally, SSGA will vote against age and term limits unless the company is found to have poor board refreshment and director succession practices and has a preponderance of non-executive directors with excessively long-tenures serving on the board.
Approve Remuneration of Directors
Generally, SSGA will support directors compensation, provided the amounts are not excessive relative to other
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Proxy Voting and Engagement Guidelines
issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Classified Boards
SSGA generally supports annual elections for the board of directors.
Confidential Voting
SSGA will support confidential voting.
Board Size
SSGA will support proposals seeking to fix the board size or designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Audit Related Issues
Ratifying Auditors and Approving Auditor Compensation
SSGA supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSGA deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSGA will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function.
In circumstances where other fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
SSGA will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 1
Capital Related Issues
Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company.
The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the companys specific financial situation.
Increase in Authorized Common Shares
In general, SSGA supports share increases for general corporate purposes up to 100% of current authorized stock.
SSGA supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for US and Canadian firms.
When applying the thresholds, SSGA will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
SSGA votes on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, SSGA will vote for the authorization of preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
SSGA will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, SSGA will vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.
Unequal Voting Rights
SSGA will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add blank check classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders.
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Proxy Voting and Engagement Guidelines
However, SSGA will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported.
In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision that is deemed to have an anti-takeover effect. The majority of these proposals deal with managements attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
US: SSGA will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, SSGA will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
SSGA will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
Canada: SSGA analyzes proposals for shareholder approval of a shareholder rights plans (poison pill) on a case-by-case basis taking into consideration numerous factors, including but not limited to, whether it conforms to new generation rights plans and the scope of the plan.
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Proxy Voting and Engagement Guidelines
Special Meetings
SSGA will vote for shareholder proposals related to special meetings at companies that do not provide shareholders the right to call for a special meeting in their bylaws if:
| The company also does not allow shareholders to act by written consent; or |
| The company allows shareholders to act by written consent but the ownership threshold for acting by written consent is set above 25% of outstanding shares. |
SSGA will vote for shareholder proposals related to special meetings at companies that give shareholders (with a minimum 10% ownership threshold) the right to call for a special meeting in their bylaws if:
| The current ownership threshold to call for a special meeting is above 25% of outstanding shares. |
SSGA will vote for management proposals related to special meetings.
Written Consent
SSGA will vote for shareholder proposals on written consent at companies if:
| The company does not have provisions in their bylaws giving shareholders the right to call for a special meeting; or |
| The company allows shareholders the right to call for a special meeting but the current ownership threshold to call for a special meeting is above 25% of outstanding shares; and |
| The company has a poor governance profile. |
SSGA will vote management proposals on written consent on a case-by-case basis.
SuperMajority
SSGA will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSGA will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.
Remuneration Issues
Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.
Advisory Vote on Executive Compensation and Frequency
SSGA believes executive compensation plays a critical role in aligning executives interest with shareholders, attracting, retaining and incentivizing key talent, and ensuring positive correlation between the performance achieved by management and the benefits derived by shareholders. SSGA supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. SSGA seeks adequate disclosure of different compensation elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. Further, shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance on an annual basis.
In Canada , where advisory votes on executive compensation are not commonplace, SSGA will rely primarily on engagement to evaluate compensation plans.
Employee Equity Award Plans
SSGA considers numerous criteria when examining equity award proposals. Generally, SSGA does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plan are:
Excessive voting power dilution To assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares and the issued but unexercised shares by the fully diluted share count. SSGA reviews that number in light of certain factors, including the industry of the issuer.
Historical option grants Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than five to eight percent are generally not supported.
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Repricing SSGA will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.
Other criteria include the following:
| Number of participants or eligible employees; |
| The variety of awards possible; and |
| The period of time covered by the plan. |
There are numerous factors that we view as negative, and together, may result in a vote against a proposal:
| Grants to individuals or very small groups of participants; |
| Gun-jumping grants which anticipate shareholder approval of a plan or amendment; |
| The power of the board to exchange underwater options without shareholder approval; this pertains to the ability of a company to reprice options, not the actual act of repricing described above; |
| Below market rate loans to officers to exercise their options; |
| The ability to grant options at less than fair market value; |
| Acceleration of vesting automatically upon a change in control; and |
| Excessive compensation (i.e. compensation plans which are deemed by SSGA to be overly dilutive). |
Share Repurchases If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.
Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) disclose a definitive number of the shares to be bought back, (iii) specify the range of premium/discount to market price at which a company can repurchase shares and, (iv) disclose the time frame during which the shares will be bought back, will not have any such repurchase plan factored into the dilution calculation.
162(m) Plan Amendments If a plan would not normally meet the SSGA criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSGA will support the proposal to amend the plan.
Employee Stock Option Plans
SSGA generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSGA takes market practice into consideration.
Compensation Related Items
SSGA will generally support the following proposals:
| Expansions to reporting of financial or compensation-related information, within reason; and |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee. |
SSGA will generally vote against the following proposals:
| Retirement bonuses for non-executive directors and auditors. |
Miscellaneous/Routine Items
SSGA generally supports the following miscellaneous/routine governance items:
| Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate; |
| Opting-out of business combination provision; |
| Proposals that remove restrictions on the right of shareholders to act independently of management; |
| Liquidation of the company if the company will file for bankruptcy if the proposal is not approved; |
| Shareholder proposals to put option repricings to a shareholder vote; |
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Proxy Voting and Engagement Guidelines
| General updating of, or corrective amendments to, charter and bylaws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment); |
| Change in corporation name; |
| Mandates that amendments to bylaws or charters have shareholder approval; |
| Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable; |
| Repeals, prohibitions or adoption of anti-greenmail provisions; |
| Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced and proposals to implement a reverse stock split to avoid delisting; and |
| Exclusive forum provisions. |
SSGA generally does not support the following miscellaneous/ routine governance items:
| Proposals asking companies to adopt full tenure holding periods for their executives; |
| Reincorporation to a location that we believe has more negative attributes than its current location of incorporation; |
| Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable; |
| Proposals to approve other business when it appears as a voting item; |
| Proposals giving the board exclusive authority to amend the bylaws; and |
| Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
Environmental and Social Issues
As a fiduciary, we consider the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business.
Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer-by-issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
1 | Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year. |
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Proxy Voting and Engagement Guidelines
ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155. Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State
Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9007-INST-7552 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors (SSGA) Australia & New Zealand Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Australia and New Zealand Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in Australia and New Zealand, SSGA expects all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitors companies adherence to the principles. Consistent with the comply or explain expectations established by the principles, SSGA encourages companies to proactively disclose their level of compliance with the principles. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader. On some governance matters, such as composition of audit committees, we hold Australian companies to our global standards requiring all directors on the committee to be independent of management.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration and accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and Asia-Pacific (APAC) investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound
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Proxy Voting and Engagement Guidelines
ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. SSGA expects boards of ASX-300 and New Zealand listed companies to be comprised of at least a majority of independent directors. Further, SSGA expects boards of ASX-300 listed companies to have at least one female board member . At all other Australian listed companies, SSGA expects boards to be comprised of at least one-third independent directors.
SSGAs broad criteria for director independence in Australia and New Zealand include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSGA also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSGA supports the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While SSGA is generally supportive of having the roles of chairman and CEO separated in the Australia and New Zealand markets, SSGA assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as company-specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
SSGA believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. ASX Corporate Governance Principles requires listed companies to have an audit committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. It also requires that the committee be chaired by an independent director who is not the chair of the board. SSGA holds Australian and New Zealand companies to its global standards for developed financial markets, by requiring that all members of the audit committee be independent directors.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. SSGA believes that executive pay should be determined by the board of directors and SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. ASX Corporate Governance Principles requires listed companies to have a remuneration committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. Since Australia has a non-binding vote on pay with a two-strike rule requiring a board spill vote in the event of a second strike, SSGA believes that the vote provides investors a mechanism to address concerns it may have on the quality of oversight provided by the board on remuneration issues. Accordingly SSGA voting guidelines accommodate local market practice.
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Indemnification and limitations on liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or to re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Shareholder Rights and Capital Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares without pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the timeframe for the repurchase. SSGA may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation. Proposals that are in the best interests of shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported. SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
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Proxy Voting and Engagement Guidelines
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSGA opposes anti-takeover defenses, such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term. Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and
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Proxy Voting and Engagement Guidelines
adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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Proxy Voting and Engagement Guidelines
ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium: State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9002-INST-7542 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors (SSGA) European Proxy Voting and Engagement Guidelines i cover different corporate governance frameworks and practices in European markets excluding the United Kingdom and Ireland. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Proxy Voting and Engagement Guidelines in European markets address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in European markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in European companies, SSGA also considers guidance issued by the European Commission and country-specific governance codes and proactively monitors companies adherence to applicable guidance and requirements. Consistent with the diverse comply or explain expectations established by guidance and codes, SSGA encourages companies to proactively disclose their level of compliance with applicable guidance and requirements. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset
Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/reelection of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of STOXX Europe 600 listed companies to have at least one female board member.
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SSGAs broad criteria for director independence in European companies include factors such as:
| Participation in relatedparty transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; |
| Employee and government representatives; and |
| Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively. |
While, overall board independence requirements and board structures differ from market to market, SSGA considers voting against directors it deems nonindependent if overall board independence is below one third or overall independence is below fifty-percent after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. SSGA also assesses the division of responsibilities between chairman and CEO on a casebycase basis, giving consideration to factors such as overall level of independence on the board and general corporate governance standards in the company. SSGA may support a proposal to discharge the board, if a company fails to meet adequate governance standards or board level independence.
When considering the election or re-election of a non-executive director, SSGA also considers the number of outside board directorships a non-executive can undertake, attendance at board meetings, and cross-directorships. In addition, SSGA may vote against the election of a director whose biographical disclosures are insufficient to assess his or her role on the board and/or independence.
Although we generally are in favour of the annual election of directors, we recognise that director terms vary considerably in different European markets. SSGA may vote against article/bylaw changes that seek to extend director terms. In addition, in certain markets, SSGA may vote against directors if their director terms extend beyond four years.
SSGA believes companies should have relevant board level committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring
the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint.
In certain European markets it is not uncommon for the election of directors to be presented in a single slate. In these cases, where executives serve on the audit or the remuneration committees, SSGA may vote against the entire slate.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, with gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
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Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital Related Issues
In some European markets, differential voting rights continue to exist. SSGA supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSGA believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSGA generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders. SSGA supports proposals to abolish voting caps and capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of
capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. SSGA may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Related Party Transactions
Certain companies in European markets have a controlled ownership structure and have complex cross-shareholdings between subsidiaries and parent companies (related companies). Such structures may result in the prevalence of related-party transactions between the company and its various stakeholders such as directors and management, subsidiaries and shareholders. In markets where shareholders are required to approve such transactions, SSGA expects
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companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses with legal
restrictions lacking in some markets. SSGA supports a one-share, one-vote policy, for example, given that dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. SSGA opposes unlimited share issuance authorizations as they may be used as anti-takeover devices, and they have the potential for substantial voting and earnings dilution. SSGA also monitors the duration of authorities to issue shares and whether there are restrictions and caps on multiple issuance authorities during the specified time periods. SSGA opposes anti-takeover defenses such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
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NonExecutive Director Pay
In European markets, authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9003-INST-7544 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Japan
State Street Global Advisors (SSGA) Japan Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with SSGAs overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) Proxy Voting and Engagement Guidelines in Japan address areas including: board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy and overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in Japan, SSGA takes into consideration the unique aspects of Japanese corporate governance structures. We recognize that under Japanese corporate law, companies may choose between two structures of corporate governance: the statutory auditor system or the committee structure. Most Japanese boards predominantly consist of executives and non-independent outsiders affiliated through commercial relationships or cross-shareholdings. Nonetheless, when evaluating companies, SSGA expects Japanese companies to address conflicts of interest, risk management and demonstrate an effective process for monitoring management. In its analysis and research into corporate governance issues in Japanese companies, SSGA also considers guidance issued by the Corporate Law Subcommittee of the Legislative Council within the Ministry of Justice as well as private study groups.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law, remuneration, and environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with Japans Stewardship Code and Corporate Governance Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of TOPIX 500 listed companies to have at least one female board member.
Japanese companies have the option of having a traditional board of directors with statutory auditors, a board with a committee structure, or a hybrid board with board level audit committee. SSGA will generally support companies that seek shareholder approval to adopt a committee or hybrid board structure.
Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors act in a quasi-compliance role as they are not involved in strategic decision-making nor are they part of the formal management decision process. Statutory auditors attend board meetings but do not have
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voting rights at the board; however, they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
SSGA will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on SSGA criteria, the outside statutory auditor has attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review, or the statutory auditor has been remiss in the performance of their oversight responsibilities (fraud, criminal wrongdoing and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors, however, SSGA believes there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| SSGA believes that boards of TOPIX 500 companies should have at least three independent directors or be at least one-third independent, whichever requires fewer independent directors, otherwise, SSGA may oppose the top executive who is responsible for the director nomination process; and |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, SSGA may oppose the top executive, if the board does not have at least two independent directors. |
| For non-controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, SSGA may oppose the top executive, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, SSGA also takes into consideration the overall independence level of the committees. In determining director independence, SSGA considers the following factors:
| Participation in related-party transactions and other business relations with the company; |
| Past employment with the company; |
| Provides professional services to the company; and |
| Family ties with the company. |
Regardless of board structure, SSGA may oppose the election of a director for the following reasons:
| Failure to attend board meetings; or |
| In instances of egregious actions related to a directors service on the board. |
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors and statutory auditors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. SSGA believes limitations and indemnification are necessary to attract and retain qualified directors.
Audit Related Items
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should have the opportunity to vote on their appointment at the annual meeting.
Ratifying External Auditors
SSGA will generally support the appointment of external auditors unless the external auditor is perceived as being non-independent and there are concerns about the accounts presented and the audit procedures followed.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
Capital Structure, Reorganization and Mergers
SSGA supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSGA supports proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
SSGA believes pre-emption rights should be introduced for shareholders in order to provide adequate protection
from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSGA generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSGA will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders.
However, SSGA will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
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Increase in Authorized Capital
SSGA generally supports increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, SSGA may oppose the request if the increase in authorized capital exceeds 100 percent of the currently authorized capital. Where share issuance requests exceed our standard threshold, SSGA will consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Share Repurchase Programs
Companies are allowed under Japan Corporate Law to amend their articles to authorize the repurchase of shares at the boards discretion. SSGA will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. SSGA believes the company should seek shareholder approval for a share repurchase program at each years AGM, providing shareholders the right to evaluate the purpose of the repurchase.
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the timeframe for the repurchase. SSGA may vote against share repurchase requests that allow share repurchases during a takeover period.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA evaluates mergers and structural reorganizations on a case-by-case basis. SSGA will generally support transactions
that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
In general, SSGA believes that adoption of poison pills that have been structured to protect management and to prevent takeover bids from succeeding is not in shareholders interest. A shareholder rights plan may lead to management entrenchment and discourage legitimate tender offers and acquisitions. Even if the premium paid to companies with a shareholder rights plan is higher than that offered to unprotected firms, a companys chances of receiving a takeover offer in the first place may be reduced by the presence of a shareholder rights plan.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
In evaluating the adoption or renewal of a Japanese issuers shareholder rights plans (poison pill), SSGA considers the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in
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advance of meeting, (ii) minimum trigger, flip-in or flip-over of 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, (vii) no other protective or entrenchment features. Additionally, SSGA considers the total duration a shareholder rights plan has been in effect.
In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, SSGA will also evaluate and consider supporting proposals where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers.
Compensation
In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of connection between pay and performance. Fixed salaries and cash retirement bonuses tend to comprise a significant portion of the compensation structure while performance-based pay is generally a small portion of the total pay. SSGA, where possible, seeks to encourage the use of performance based compensation in Japan as an incentive for executives and as a way to align interests with shareholders.
Approve Adjustment to Aggregate Compensation Ceiling for Directors
Remuneration for directors is generally reasonable. Typically, each company sets the director compensation parameters as an aggregate thereby limiting the total pay to all directors. When requesting a change, a company must disclose the last time the ceiling was adjusted and management provides the rationale for the ceiling increase. SSGA will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. SSGA may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
Approve Annual Bonuses for Directors/ Statutory Auditors
In Japan, since there are no legal requirements that mandate companies to seek shareholder approval before awarding a bonus, SSGA believes that existing shareholder approval of the bonus should be considered best practice. As a result, SSGA supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Approve Retirement Bonuses for Directors/ Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based on board tenure. While many companies in Japan have abolished this practice, there remain many proposals seeking shareholder
approval for the total amounts paid to directors and statutory auditors as a whole. In general, SSGA supports these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Approve Stock Plan
Most option plans in Japan are conservative, particularly at large companies. Japan corporate law requires companies to disclose the monetary value of the stock options for directors and/or statutory auditors. Some companies do not disclose the maximum number of options that can be issued per year and shareholders are unable to evaluate the dilution impact. In this case, SSGA cannot calculate the dilution level and, therefore, SSGA may oppose such plans for poor disclosure. SSGA also opposes plans that allow for the repricing of the exercise price.
Deep Discount Options
As Japanese companies move away from the retirement bonus system, deep discount options plans have become more popular. Typically, the exercise price is set at JPY 1 per share. SSGA evaluates deep discount options using the same criteria used to evaluate stock options as well as considering the vesting period.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
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Miscellaneous/Routine Items
Expansion of Business Activities
Japanese companies articles of incorporation strictly define the types of businesses in which a company is permitted to engage. In general, SSGA views proposals to expand and diversify the companys business activities as routine and non-contentious. SSGA will monitor instances where there has been an inappropriate acquisition and diversification away from the companys main area of competence, which resulted in a decrease of shareholder value.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its SSGA relationship manager.
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ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent
© 2017 State Street Corporation. All Rights Reserved.
ID9004-INST-7547 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors (SSGA), United Kingdom and Ireland Proxy Voting and Engagement Guidelines i outline our expectations of companies listed on stock exchanges in the United Kingdom and Ireland. These guidelines complement and should be read in conjunction with SSGAs Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors (SSGA) United Kingdom (UK) and Ireland Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSGA considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSGA expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSGA believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the UK and Ireland, SSGA expects all companies, regardless of domicile, that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange to comply with the UK Corporate Governance Code and proactively monitors companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, SSGA encourages companies to proactively disclose their level of compliance with the Code. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.
SSGAs Proxy Voting and Engagement Philosophy
In our view, corporate governance and sustainability issues are an integral part of the investment process. Asset Stewardship Team consists of investment professionals with expertise in corporate governance and company law,
remuneration, accounting as well as environmental and social issues. SSGA has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSGA engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSGAs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
SSGA is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSGA views board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices.SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including board quality, general market practice and availability of information on director skills and expertise. In principle, SSGA believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. Further, SSGA expects boards of FTSE-350 listed companies to have at least one female board member.
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SSGAs broad criteria for director independence in UK companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Excessive tenure and a preponderance of long-tenured directors; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; and |
| If the company classifies the director as non-independent. |
When considering the election or re-election of a director, SSGA also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSGA monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. SSGA supports the annual election of directors.
While SSGA is generally supportive of having the roles of chairman and CEO separated in the UK market, SSGA assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSGA will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSGA may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
SSGA believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. SSGA expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSGA will vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSGA considers whether board members have adequate skills to provide effective oversight
of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSGA may vote against the re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Indemnification and Limitations on Liability
Generally, SSGA supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, with gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Audit Related Issues
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSGA will take into consideration the level of detail in company disclosures and will generally not support such resolutions if an adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSGA may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSGA may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSGA generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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Shareholder Rights and Capital Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSGA supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst dis-applying pre-emption rights, SSGA may vote against if such authorities are greater than 20% of the issued share capital. SSGA may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSGA generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, specify the range of premium/discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. SSGA may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSGA generally supports dividend payouts that constitute 30% or more of net income. SSGA may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the
corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA will generally support transactions that maximize share-holder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSGA opposes anti-takeover defenses such as authorities for the board when subject to a hostile takeover to issue warrants convertible into shares to existing shareholders.
Remuneration
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long term.
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Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration policies and reports, SSGA considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSGA may oppose remuneration reports where pay seems misaligned with shareholders interests. SSGA may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure.
Equity Incentives Plans
SSGA may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSGA does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSGA generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSGA will evaluate on a company- by-company basis any non-cash or performance related pay to non-executive directors.
Risk Management
SSGA believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSGA allows boards discretion over how they provide oversight in this area. However, SSGA expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance
shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
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SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSGA may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder concerns.
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State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGAs express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9006-INST-7551 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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March 2018
Proxy Voting and Engagement Guidelines
Rest of the World
State Street Global Advisors (SSGA) Rest of the World Proxy Voting and Engagement Guidelines i cover different corporate governance frameworks and practices in international markets not covered under specific country/regional guidelines. These guidelines complement and should be read in conjunction with SSGAs overarching Global Proxy Voting and Engagement Principles which provides a detailed explanation of SSGAs approach to voting and engaging with companies, and SSGAs Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
At State Street Global Advisors (SSGA), we recognize that countries in international markets not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. Concurrent with developing a company specific voting and engagement program, SSGA also evaluates the various factors that play into the corporate governance framework of a country. These factors include but are not limited to: (i) the macroeconomic conditions and broader political system in a country; (ii) quality of regulatory oversight, enforcement of property and shareholder rights; and (iii) the independence of judiciary. While emerging market countries tend to pose broad common governance issues across all markets, such as concentrated ownership, poor disclosure of financial and related-party transactions, and weak enforcement of rules and regulation, SSGAs proxy voting guidelines are designed to identify and address specific governance concerns in each market.
SSGAs Proxy Voting and Engagement Philosophy in Emerging Markets
SSGAs approach to proxy voting and issuer engagement in emerging markets is designed to increase the value of our investments through the mitigation of governance risks. Since the overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country, improving the macro governance framework in a country may help reduce governance risks, in turn, increasing the overall value of SSGAs holdings over time. Therefore, in order to improve the overall governance framework and practices in a country, members of our proxy voting and engagement team endeavor to visit emerging market countries and meet with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. SSGA is also a member of various investor associations that seek to address broader corporate governance related policy issues in emerging markets. To help mitigate company specific risk, the SSGA Asset Stewardship Team works alongside members of the active fundamental and emerging market teams to engage with emerging market companies on governance issues and address any specific concerns or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. This integrated approach to engagement drives SSGAs proxy voting and engagement philosophy in emerging markets.
SSGAs proxy voting guidelines in emerging markets addresses six broad areas:
| Directors and Boards; |
| Accounting and Audit Related Issues; |
| Shareholder Rights and Capital Related Issues; |
| Remuneration; |
| Environmental and Social Issues; and |
| General/Routine Issues. |
Directors and Boards
SSGA believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. However, several factors such as low overall independence level requirements by market regulators, poor biographical disclosure of director profiles, prevalence of related-party transactions and the general resistance from controlling shareholders to increase board independence renders the election of directors as one of the most important fiduciary duties SSGA performs in emerging market companies.
SSGA votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. SSGA expects companies to meet minimum overall board indepdence standards as defined in a corporate governance code or market practice. Therfore, in several countries, SSGA will vote against select non-independent directors if overall board indepdence levels do not meet market standards.
SSGAs broad criteria for director independence in emerging market companies include factors such as:
| Participation in related-party transactions; |
| Employment history with company; |
| Relations with controlling shareholders and other employees; and |
| Attendance levels. |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, SSGA believes companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence
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Proxy Voting and Engagement Guidelines
as well as their effectiveness and resource levels. Based on our desire to enhance the quality of financial and accounting oversight provided by independent directors, SSGA expects that listed companies have an audit committee that is constituted of a majority of independent directors.
Audit Related Issues
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of internal controls and the independence of the audit process are essential if investors are to rely on financial statements. SSGA believes that audit committees provide the necessary oversight on the selection and appointment of auditors, a companys internal controls and accounting policies, and the overall audit process. In emerging markets, SSGA encourages boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
SSGA believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. SSGA believes that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital Related Issues
SSGA believes that changes to a companys capital structure such as changes in authorized share capital, share repurchase and debt issuances are critical decisions made by the board. SSGA believes the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transcations
Most companies in emerging markets have a controlled ownership structure that often include complex cross-shareholdings between subsidiaries and parent companies (related companies). As a result, there is a high prevalence of related-party transactions between the company and its various stakeholders such as directors and management. In addition, inter-group loan and loan guarantees provided to related companies are some of the other related-party transactions that increase the risk profile of companies. In markets where shareholders are required to approve such transactions, SSGA expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSGA encourages companies to describe the level of independent board
oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Share Repurchase Programs
With regard to share repurchase programs, SSGA expects companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSGA evaluates mergers and structural reorganizations on a case-by-case basis. SSGA will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSGA may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
SSGA will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSGA to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
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Proxy Voting and Engagement Guidelines
Remuneration
SSGA considers it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSGAs analysis of executive remuneration; there should be a direct relationship between executive compensation and company performance over the long-term. In emerging markets we encourage companies to disclose information on senior executive remuneration.
With regard to director remuneration, SSGA supports director pay provided the amounts are not excessive relative to other issuers in the market or industry and are not overly dilutive to existing shareholders.
Environmental and Social Issues
As a fiduciary, SSGA considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSGA supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long term.
SSGA encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change. In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into overall strategy, operations and business activities. SSGAs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
In emerging markets, shareholders seldom vote on environmental and social issues. Therefore, SSGA addresses a companys approach to identifying and managing environmental and social risks stemming for various aspects of its operations in its one-on-one engagement with companies.
General/Routine Issues
Some of the other issues that are routinely voted on in emerging markets include approving the allocation of income and accepting financial statements and statutory reports. For these voting items, SSGAs guidelines consider several factors including historical dividend payouts, pending litigation, governmental investigations, charges of fraud or other indication of significant concerns.
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Proxy Voting and Engagement Guidelines
ssga.com
For Public Use
State Street Global Advisors Worldwide Entities
Australia : State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium : State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada : State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai : State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France : State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany : State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. T: +49 (0)89 55878 100. F: +49 (0)89 55878 440. Hong Kong : State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland : State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy : State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA), with a capital of GBP 71650000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy ● Telephone: 39 02 32066 100 ● Facsimile: 39 02 32066 155.
Japan : State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239. T: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands : State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore : State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland : State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom : State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States : State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +617 786 3000.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA express written consent.
© 2017 State Street Corporation. All Rights Reserved.
ID9005-INST-7548 0317 Exp. Date: 03/31/2018
i | These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. (SSGA FM). SSGA FM is an SEC-registered investment adviser. SSGA FM, State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors (SSGA), the investment management arm of State Street Corporation. |
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PART C. Other Information
Item 28. | Exhibits |
(a)(1) | Amended and Restated Declaration of Trust dated April 14, 2014 is incorporated herein by reference to Post-Effective Amendment No. 47 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2014. | |
(b)(1) | Amended and Restated By-Laws of State Street Institutional Investment Trust are incorporated herein by reference to the Post-Effective Amendment No. 137 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 28, 2015. | |
(c) | Not applicable. | |
(d)(1) | Investment Advisory Agreement dated November 17, 2015 between SSGA Funds Management, Inc. (SSGA FM) and the Trust is incorporated herein by reference to Post-Effective Amendment No. 216 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2016. | |
(2) | Amended and Restated Appendix A dated August 21, 2017 to the Investment Advisory Agreement dated November 17, 2015 between SSGA Funds Management, Inc. and the Trust is filed herewith. | |
(3) | Amended and Restated Appendix B dated August 21, 2017 to the Investment Advisory Agreement dated November 17, 2015 between SSGA Funds Management, Inc. and the Trust is filed herewith. | |
(4) | Investment Sub-Advisory Agreement dated July 11, 2016 between State Street Global Advisors Ireland Limited and the Trust with respect to the State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund and State Street U.S. Value Spotlight Fund is incorporated herein by reference to Post-Effective Amendment No. 230 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 28, 2016. | |
(5) | Fee Waiver letter dated April 25, 2018 between SSGA Funds Management, Inc. and the Trust with respect to State Street Disciplined Global Equity Fund, State Street Equity 500 Index II Portfolio, State Street Aggregate Bond Index Portfolio, State Street Global Equity ex-U.S. Index Portfolio, State Street Disciplined U.S. Equity Fund, State Street Disciplined International Equity Fund, State Street Target Retirement Fund, State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Global ex-U.S. Index Fund, State Street Equity 500 Index Fund, State Street International Developed Equity Index Fund, State Street Hedged International Developed Equity Index Fund, State Street Aggregate Bond Index Fund, State Street Institutional Liquid Reserves Fund, State Street U.S. Government Money Market Fund, State Street Treasury Plus Money Market Fund, State Street Small/Mid Cap Equity Index Portfolio, State Street Small/Mid Cap Equity Index Fund, State Street Emerging Markets Equity Index Fund, State Street International Developed Equity Index Fund, State Street Cash Reserves Fund, State Street Conservative Income Fund, State Street Ultra Short Term Bond Fund, State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund, State Street U.S. Value Spotlight Fund and State Street Treasury Obligations Fund is filed herewith. |
(e)(1) | Amended and Restated Distribution Agreement between the Registrant and State Street Global Advisors Funds Distributors, LLC (SSGA FD), is filed herewith. | |
(2) | Notice to the Distribution Agreement related to the State Street Treasury Obligations Money Market Fund is filed herewith. | |
(f) | Not applicable. | |
(g)(1) | Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust is incorporated herein by reference to Post-Effective Amendment No. 9 + to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 30, 2002. | |
(2) | Notice dated February 14, 2002 to Amended and Restated Custodian Agreement dated February 14, 2001 with respect to the State Street Institutional Money Market Fund and the State Street Institutional U.S. Government Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 28 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 30, 2008. | |
(3) | Notice dated February 12, 2004 to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Institutional Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 28 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 30, 2008. | |
(4) | Notice dated July 22, 2008 to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Institutional Treasury Money Market Fund and the State Street Institutional Treasury Plus Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 29 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 24, 2008. | |
(5) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Target Retirement Fund, State Street Strategic Real Return Portfolio, State Street Aggregate Bond Index Portfolio, State Street Global Equity ex-U.S. Index Portfolio, State Street Equity 500 Index Portfolio, State Street Opportunistic Emerging Markets Fund, State Street Clarion Global Real Estate Income Fund, State Street Small Cap Emerging Markets Equity Fund and State Street Clarion Global Infrastructure & MLP Fund is incorporated herein by reference to Post-Effective Amendment No. 216 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2016. | |
(6) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to State Street MSCI Canada Index Fund, State Street MSCI Japan Index Fund, State Street MSCI Pacific ex Japan Index Fund and State Street MSCI Europe Index Fund is incorporated herein by reference to Post-Effective Amendment No. 240 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 28, 2017. | |
(7) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to State Street Global Equity ex-U.S. Index Fund will be filed by subsequent amendment. | |
(8) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund and State Street U.S. Value Spotlight Fund is incorporated herein by reference to Post-Effective Amendment No. 247 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 17, 2017. | |
(9) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Treasury Obligations Money Market Fund is filed herewith. | |
(10) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street International Developed Equity Index Fund is Fund is incorporated herein by reference to Post-Effective Amendment No. 111 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on May 26, 2015. |
(11) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Hedged International Developed Equity Index Fund is incorporated herein by reference to Post-Effective Amendment No. 104 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on May 6, 2015. | |
(12) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Small/Mid Cap Equity Index Fund, State Street Small/Mid Cap Equity Index Portfolio and State Street Emerging Markets Equity Index Fund is incorporated herein by reference to the Post-Effective Amendment No. 151 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(13) | Notice to Amended and Restated Custodian Agreement dated February 14, 2001 between State Street Bank and Trust Company and the Trust with respect to the State Street Disciplined Global Equity Fund, State Street Disciplined U.S. Equity Fund and State Street Disciplined International Equity Fund will be filed by subsequent amendment. | |
(h)(1)(a) | Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust is incorporated herein by reference to Post-Effective Amendment No. 9 + to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 30, 2002. | |
(1)(b) | Anti-Money Laundering Services Amendment dated October 31, 2006 to Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust is incorporated herein by reference to Post-Effective Amendment No. 29 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 24, 2008. | |
(1)(c) | Services Amendment dated April 5, 2004 to Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust is incorporated herein by reference to Post-Effective Amendment No. 28 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 30, 2008. | |
(1)(d) | Notice dated February 14, 2002 to Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust with respect to the State Street Institutional Money Market Fund and the State Street Institutional U.S. Government Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 30 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2009. | |
(1)(e) | Notice dated February 12, 2004 to Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust with respect to the State Street Institutional Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 30 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2009. | |
(1)(f) | Notice to the Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust with respect to the State Street Small/Mid Cap Equity Index Portfolio is incorporated herein by reference to the Post-Effective Amendment No. 151 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(1)(g) | Notice to the Transfer Agency and Service Agreement dated February 28, 2000 between State Street Bank and Trust Company and the Trust with respect to State Street Global Equity ex-U.S. Index Portfolio, State Street Aggregate Bond Index Portfolio, State Street Equity 500 Index II Portfolio is incorporated herein by reference to Post-Effective Amendment No. 216 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2016. | |
(1)(h) | Transfer Agency and Service Agreement dated June 1, 2015 between DST Asset Manager Solutions, Inc. (f/k/a Boston Financial Data Services, Inc.) and the Trust is incorporated herein by reference to the Post-Effective Amendment No. 151 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(1)(i) | Amendment to the Transfer Agency and Service Agreement dated June 1, 2015 between DST Asset Manager Solutions, Inc. (f/k/a Boston Financial Data Services, Inc.) and the Trust is incorporated herein by reference to Post-Effective Amendment No. 232 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on November 22, 2016. | |
(1)(j) | Amendment dated October 27, 2017 to the Transfer Agency and Service Agreement dated June 1, 2015 between DST Asset Manager Solutions, Inc. (f/k/a Boston Financial Data Services, Inc.) and the Trust is filed herewith. | |
(1)(k) | Amended Schedule A dated April 25, 2018 to the Transfer Agency and Service Agreement dated June 1, 2015 between DST Asset Manager Solutions, Inc. (f/k/a Boston Financial Data Services, Inc.) and the Trust is filed herewith. | |
(1)(l) | Shareholder Servicing Agreement dated October 1, 2017 between SSGA FD and the Trust is filed herewith. |
(2)(a) | Administration Agreement dated June 1, 2015 between SSGA Funds Management, Inc., SSGA Funds, State Street Institutional Investment Trust and State Street Master Funds is incorporated herein by reference to Post-Effective Amendment No. 216 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2016. | |
(2)(b) | Amended Schedule A dated February 16, 2016 to the Administration Agreement dated June 1, 2015 between SSGA Funds Management, Inc. and the Trust with respect to the State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund, State Street Disciplined International Equity Fund and State Street Disciplined U.S. Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 216 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2016. | |
(2)(c) | Notice to Administration Agreement dated June 1, 2015 between SSGA Funds Management, Inc., SSGA Funds, State Street Institutional Investment Trust and State Street Master Funds with respect the State Street MSCI Canada Index Fund, State Street MSCI Japan Index Fund, State Street MSCI Pacific ex Japan Index Fund and State Street MSCI Europe Index Fund is incorporated herein by reference to Post-Effective Amendment No. 240 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 28, 2017. | |
(2)(d) | Notice to Administration Agreement dated June 1, 2015 between SSGA Funds Management, Inc., SSGA Funds, State Street Institutional Investment Trust and State Street Master Funds with respect to the State Street U.S. Value Spotlight Fund is incorporated herein by reference to Post-Effective Amendment No. 247 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 17, 2017. | |
(2)(e) | Notice to Administration Agreement dated June 1, 2015 between SSGA Funds Management, Inc., SSGA Funds, State Street Institutional Investment Trust and State Street Master Funds with respect to the State Street Treasury Obligations Money Market Fund is filed herewith. | |
(2)(f) | Sub-Administration Agreement dated June 1, 2015 between State Street Bank and Trust Company and SSGA Funds Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 175 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on November 20, 2015. | |
(2)(g) | Sub-Administration Agreement dated June 1, 2015 between State Street Bank and Trust Company and SSGA Funds Management, Inc. with respect to the State Street MSCI Canada Index Fund, State Street MSCI Japan Index Fund, State Street MSCI Pacific ex Japan Index Fund and State Street MSCI Europe Index Fund is incorporated herein by reference to Post-Effective Amendment No. 240 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 28, 2017. | |
(2)(h) | Notice to Sub-Administration Agreement dated June 1, 2015 between State Street Bank and Trust Company and SSGA Funds Management, Inc. with respect to the State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund and State Street U.S. Value Spotlight Fund is incorporated herein by reference to Post-Effective Amendment No. 247 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 17, 2017. | |
(2)(i) | Notice to Sub-Administration Agreement dated June 1, 2015 between State Street Bank and Trust Company and SSGA Funds Management, Inc. with respect to the State Street Treasury Obligations Money Market Fund is filed herewith. | |
(2)(j) | Notice to Sub-Administration Agreement dated June 1, 2015 between State Street Bank and Trust Company and SSGA Funds Management, Inc. with respect the State Street Disciplined Global Equity Fund, State Street Disciplined U.S. Equity Fund and State Street Disciplined International Equity Fund will be filed by subsequent amendment. | |
(3) | Form of Master-Feeder Participation Agreement between State Street Master Funds and the Trust with respect to the State Street Equity 500 Index Fund is incorporated herein by reference to Post-Effective Amendment No. 17 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 28, 2006. | |
(4) | Form of Master-Feeder Participation Agreement between State Street Master Funds and the Trust with respect to the State Street Institutional Liquid Reserves Fund is incorporated herein by reference to Post-Effective Amendment No. 17 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 28, 2006. | |
(5) | Master-Feeder Participation Agreement between State Street Master Funds and the Trust with respect to the State Street Institutional Tax Free Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 29 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 24, 2008. | |
(6) | Master-Feeder Participation Agreement between State Street Master Funds and the Trust with respect to the State Street Institutional Treasury Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 29 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 24, 2008. |
(7) | Master-Feeder Participation Agreement between State Street Master Funds and the Trust with respect to the State Street Institutional Treasury Plus Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 29 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 24, 2008. | |
(8) | Master-Feeder Participation Agreement between State Street Master Funds and Henderson Global Funds dated April 20, 2009 is incorporated herein by reference to Post-Effective Amendment No. 30 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2009. | |
(9) | Information Security Program Agreement dated November 19, 2010 is incorporated herein by reference to Post-Effective Amendment No. 33 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on April 29, 2011. | |
(10) | Master-Feeder Participation Agreement between State Street Master Funds and the Trust with respect to the State Street Treasury Obligations Money Market Fund is filed herewith. | |
(i)(1) | Legal Opinion of Ropes & Gray LLP is incorporated herein by reference to Pre-Effective Amendment No. 1 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission in September 2000. | |
(2) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 10 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on November 13, 2002. | |
(3) | Legal Opinion of Ropes & Gray LLP with respect to the Class R Shares of the State Street Equity 500 Index Fund is incorporated herein by reference to Post-Effective Amendment No. 15 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on June 3, 2005. | |
(4) | Legal Opinion of Ropes & Gray LLP with respect to State Street Institutional Investment Trust and the State Street Global Equity ex-U.S. Index Fund is incorporated herein by reference to Post-Effective Amendment No. 59 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 11, 2014. | |
(5) | Legal Opinion of Ropes & Gray LLP with respect to State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Target Retirement Fund, State Street Strategic Real Return Fund, State Street Strategic Real Return Portfolio, State Street Aggregate Bond Index Portfolio, State Street Global Equity ex-U.S. Index Portfolio and State Street Equity 500 Index II Portfolio is incorporated herein by reference to Post-Effective Amendment No. 59 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on July 11, 2014. | |
(6) | Legal Opinion of Ropes & Gray LLP with respect to the Institutional Class, Investor Class and Administration Class shares of the State Street Institutional Liquid Reserves Fund, State Street Institutional Tax Free Money Market Fund, State Street Institutional U.S. Government Money Market Fund, State Street Institutional Treasury Money Market Fund and State Street Institutional Treasury Plus Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 54 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on June 24, 2014. | |
(7) | Legal Opinion of Ropes & Gray LLP with respect to Class G shares of the State Street Institutional U.S. Government Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 66 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 9, 2014. | |
(8) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Hedged International Developed Equity Index Fund and State Street International Developed Equity Index Fund is incorporated herein by reference to Post-Effective Amendment No. 104 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on May 6, 2015. | |
(9) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Small/Mid Cap Equity Index Fund and State Street Small/Mid Cap Equity Index Portfolio is incorporated herein by reference to Post-Effective Amendment No. 133 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 7, 2015. | |
(10) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Emerging Markets Equity Index Fund is incorporated herein by reference to Post-Effective Amendment No. 137 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 28, 2015. |
(11) | Legal Opinion of Ropes & Gray LLP with respect to the State Street 60 Day Money Market Fund and State Street 60 Day Money Market Portfolio is incorporated herein by reference to Post-Effective Amendment No. 151 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(12) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Cash Reserves Fund and State Street Cash Reserves Portfolio is incorporated herein by reference to Post-Effective Amendment No. 152 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(13) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Conservative Income Fund and State Street Conservative Income Portfolio is incorporated herein by reference to Post-Effective Amendment No. 153 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(14) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Institutional Liquid Assets Fund and State Street Institutional Liquid Assets Portfolio is incorporated herein by reference to Post-Effective Amendment No. 154 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(15) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Current Yield Fund and State Street Current Yield Portfolio is incorporated herein by reference to Post-Effective Amendment No. 155 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(16) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Ultra Short Term Bond Fund and State Street Ultra Short Term Bond Portfolio is incorporated herein by reference to Post-Effective Amendment No. 156 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 30, 2015. | |
(17) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Disciplined Global Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 196 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on February 18, 2016. | |
(18) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Disciplined U.S. Equity Fund and State Street Disciplined International Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 197 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on February 18, 2016. | |
(19) | Legal Opinion of Ropes & Gray LLP with respect to Trust Class shares of the State Street Institutional Liquid Reserves Fund and State Street Institutional Treasury Plus Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 226 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 25, 2016. | |
(20) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund and State Street U.S. Value Spotlight Fund is incorporated herein by reference to Post-Effective Amendment No. 229 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 21, 2016. | |
(21) | Legal Opinion of Ropes & Gray LLP with respect to Class M shares of the State Street Institutional U.S. Government Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 232 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on November 22, 2016. | |
(22) | Legal Opinion of Ropes & Gray LLP with respect to the State Street Treasury Obligations Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 247 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 17, 2017. | |
(j) | Consent of Ernst & Young LLP is filed herewith. | |
(k) | Not applicable. | |
(l) | Not applicable. | |
(m)(1) | Amended and Restated Rule 12b-1 Plan is incorporated herein by reference to Post-Effective Amendment No. 247 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 17, 2017. |
(2) | Amended Shareholder Servicing Plan for Service Class effective May 14, 2009 is incorporated herein by reference to Post-Effective Amendment No. 31 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on February 25, 2010. | |
(3) | Amended Shareholder Servicing Plan for Investment Class effective May 14, 2009 is incorporated herein by reference to Post-Effective Amendment No. 31 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on February 25, 2010. | |
(n)(1) | Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940 is incorporated herein by reference to Post-Effective Amendment No. 247 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on August 17, 2017. | |
(o)(1) | Power of Attorney as it relates to the Officers of the Registrant is incorporated herein by reference to Post-Effective Amendment No. 229 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 21, 2016. | |
(2) | Power of Attorney as it relates to the SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, Elfun Government Money Market Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts, is incorporated herein by reference to Post-Effective Amendment No. 229 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 21, 2016. | |
(3) | Power of Attorney as it relates to SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, and State Street Navigator Securities Lending Trust is incorporated herein by reference to Post-Effective Amendment No. 229 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on September 21, 2016. | |
(4) | Power of Attorney as it relates to the State Street Disciplined Global Equity Portfolio, a series of SSGA Active Trust, is incorporated herein by reference to Post-Effective Amendment No. 200 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on February 26, 2016. | |
(p)(1) | Joint Code of Ethics governing the Registrant is filed herewith. | |
(2) | Code of Ethics for the Independent Trustees is incorporated herein by reference to Post-Effective Amendment No. 235 to the State Street Institutional Investment Trusts Registration Statement on Form N-1A filed with the Commission on February 15, 2017. |
+ | Post-Effective Amendment No. 8 was filed with the Commission on January 30, 2002. The next Post-Effective Amendment, filed on April 30, 2002, should have been sequentially numbered Post-Effective Amendment No. 9. Due to a scriveners error, it was numbered Post-Effective Amendment No. 10. Such Post-Effective Amendment has been referred to in this Part C as Post-Effective Amendment No. 9. |
Item 29. | Persons Controlled By or Under Common Control with the Fund |
See the Statement of Additional Information regarding the Trusts control relationships.
Item 30. | Indemnification |
Under the terms of Registrants Amended and Restated Declaration of Trust, Article VIII, Registrant is required, subject to certain exceptions and limitations, to indemnify each of its Trustees and officers, including persons who serve at the Registrants request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise who may be indemnified by Registrant under the Investment Company Act of 1940.
Item 31. | Business and Other Connections of the Investment Adviser |
Any other business, profession, vocation or employment of a substantial nature in which each director or principal officer of each investment adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee are as follows:
SSGA FM serves as the investment adviser for each series of the Trust. SSGA FM is a wholly-owned subsidiary of State Street Global Advisors, Inc., which is itself a wholly-owned subsidiary of State Street Corporation. Prior to June 8, 2017, SSGA FM was a wholly-owned subsidiary of State Street Corporation. SSGA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors, the investment arm of State Street Corporation. The principal address of SSGA FM is One Iron Street, Boston, MA 02210. SSGA FM is an investment adviser registered under the Investment Advisers Act of 1940.
Below is a list of the directors and principal executive officers of SSGA FM and their principal occupation. Unless otherwise noted, the address of each person listed is One Iron Street, Boston, MA 02210.
Name | Principal Occupation | |
James E. Ross |
Chairman and Director of SSGA FM; Executive Vice President of SSGA |
|
Ellen Needham |
Director and President of SSGA FM; Senior Managing Director of SSGA |
|
Barry Smith |
Director and CTAChief Marketing Officer of SSGA FM; Senior Managing Director of SSGA |
|
Lori Heinel |
Director of SSGA FM; Executive Vice President of SSGA |
|
Steven Lipiner |
Director of SSGA FM; Chief Financial Officer of SSGA |
|
Chris Baker |
Chief Compliance Officer of SSGA FM; Chief Compliance Officer of SSGA |
|
Bo Trevino |
Treasurer of SSGA FM; Vice President of SSGA |
|
Sean OMalley, Esq. |
Chief Legal Officer of SSGA FM; Deputy General Counsel of SSGA |
|
Ann Carpenter |
Chief Operating Officer of SSGA FM; Managing Director of SSGA |
|
Greg Hartch |
Chief Risk Officer of SSGA FM; Senior Vice President of SSGA |
|
Joshua A. Weinberg, Esq. |
Clerk of SSGA FM; Managing Director and Managing Counsel of SSGA |
|
Dan Furman, Esq. |
Assistant Clerk of SSGA FM; Managing Director and Managing Counsel of SSGA |
|
Leanne Dunn, Esq. |
Assistant Clerk of SSGA FM; Managing Director and Senior Counsel of SSGA |
|
Mike Pastore, Esq. |
Assistant Clerk of SSGA FM; Managing Director and Senior Counsel of SSGA |
Item 32. | Principal Underwriter |
(a) State Street Global Advisors Funds Distributors, LLC (SSGA FD), One Iron Street, Boston, MA 02210, serves as the Trusts principal underwriter and also serves as the principal underwriter for the following investment companies: State Street Institutional Trust, State Street Variable Insurance Series Funds, Inc., SSGA Funds, SPDR Series Trust, SPDR Index Shares Funds, SSGA Active Trust, State Street Master Funds, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Government Money Market Fund, Elfun Trusts and Elfun Diversified Fund.
(b) To the best of Registrants knowledge, the directors and executive officers of SSGA FD, are as follows:
NAME AND PRINCIPAL BUSINESS ADDRESS* |
POSITION AND OFFICES WITH UNDERWRITER |
POSITION AND OFFICES WITH REGISTRANT |
||
James E. Ross |
Chief Executive Officer and Director | Trustee | ||
Gregory B. Hartch |
Director | None | ||
Nicholas M. Good |
Director | None | ||
Jeanne M. LaPorta |
Director | None | ||
Steven Lipiner |
Director | None | ||
Katherine S. McKinley |
Director | None | ||
Ellen M. Needham |
Director | President | ||
M. Patrick Donovan |
Chief Compliance Officer and Anti-Money Laundering Officer |
None | ||
Christopher P. Jensen |
Chief Financial Officer | None | ||
Sean P. OMalley, Esq. |
Chief Legal Officer | None |
* | The principal business address for each of the above directors and executive officers is One Iron Street, Boston, MA 02210. |
(c) Not applicable.
Item 33. | Location of Accounts and Records |
The accounts and records of the Trust are located, in whole or in part, at the office of the Trust and the following locations:
State Street Institutional Investment Trust (Trust)
One Iron Street
Boston, MA 02210
SSGA Funds Management, Inc. (Adviser)
One Iron Street
Boston, MA 02210
SSGA Funds Management, Inc. serves as the Administrator for all Funds and Portfolios.
State Street Bank and Trust Company serves as the Sub-Administrator for all Funds and Portfolios.
State Street Bank and Trust Company serves as the Custodian, Transfer Agent and Dividend Disbursing Agent) for all Funds, except not the Transfer Agent/Dividend Disbursing Agent for the State Street Institutional Liquid Reserves Fund, State Street Institutional Treasury Money Market Fund, the State Street Institutional Treasury Plus Money Market Fund, State Street Institutional Investment Trust, State Street Global Equity ex-U.S. Index Fund, and State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Target Retirement Fund, State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund, State Street U.S. Value Spotlight Fund, State Street Hedged International Developed Equity Index Fund, State Street Small/Mid Cap Equity Index Fund, State Street Emerging Markets Equity Index Fund, State Street Disciplined Global Equity Fund State Street Disciplined U.S. Equity Fund, State Street Disciplined International Equity Fund and State Street Treasury Obligations Money Market Fund.
State Street Bank and Trust Company
100 Summer Street, 7 th Floor
Boston, MA 02111
DST Asset Manager Solutions, Inc.
DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) serves as the Transfer Agent/Dividend Disbursing Agent for the State Street Institutional Liquid Reserves Fund, State Street Institutional U.S. Government Money Market Fund, State Street Institutional Treasury Money Market Fund, State Street Institutional Treasury Plus Money Market Fund, State Street Institutional Investment Trust, State Street Global Equity ex-U.S. Index Fund, and State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Target Retirement Fund, State Street Global Value Spotlight Fund, State Street International Value Spotlight Fund, State Street European Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund, State Street U.S. Value Spotlight Fund, State Street Hedged International Developed Equity Index Fund, State Street Small/Mid Cap Equity Index Fund, State Street Emerging Markets Equity Index Fund, State Street Disciplined Global Equity Fund, State Street Disciplined U.S. Equity Fund, State Street Disciplined International Equity Fund and State Street Treasury Obligations Money Market Fund.
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Item 34. | Management Services |
Not applicable.
Item 35. | Undertakings |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended, the Registrant, State Street Institutional Investment Trust (the Trust), certifies that it meets all requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment to the Trusts Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 25 th day of April, 2018.
STATE STREET INSTITUTIONAL INVESTMENT TRUST | ||
By: | /s/ Ellen M. Needham | |
Ellen M. Needham President |
Pursuant to the requirements of the 1933 Act, this Registration Statement for the Trust has been signed below by the following persons in the capacities indicated on the 25 th day of April, 2018:
Signature |
Signature |
|||
/s/ Michael F. Holland* | /s/ James E. Ross* | |||
Michael F. Holland, Trustee | James E. Ross, Trustee | |||
/s/ William L. Marshall* | /s/ Richard D. Shirk* | |||
William L. Marshall, Trustee | Richard D. Shirk, Trustee | |||
/s/ Patrick J. Riley* | /s/ Rina K. Spence* | |||
Patrick J. Riley, Trustee | Rina K. Spence, Trustee | |||
/s/ Michael A. Jessee* | /s/ Bruce D. Taber* | |||
Michael A. Jessee, Trustee | Bruce D. Taber, Trustee | |||
/s/ Bruce S. Rosenberg | /s/ Douglas T. Williams* | |||
Bruce S. Rosenberg, Treasurer and Principal Financial Officer | Douglas T. Williams, Trustee | |||
/s/ Ellen M. Needham |
|
|||
Ellen M. Needham, President and Principal Executive Officer |
*By: | /s/ Jesse D. Hallee | |
Jesse D. Hallee Attorney-in-Fact Pursuant to Powers of Attorney |
SIGNATURES
This Registration Statement contains certain disclosures regarding the State Street International Developed Equity Index Portfolio, State Street Money Market Portfolio, State Street U.S. Government Money Market Portfolio, State Street Treasury Money Market Portfolio and State Street Treasury Plus Money Market Portfolio (the Portfolios), series of State Street Master Funds (the Trust). The Trust has, subject to the next following sentence, duly caused this Post-Effective Amendment No. 253 to the Registration Statement on Form N-1A of State Street Institutional Investment Trust (the Registrant) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on April 25, 2018. The Trust is executing this Registration Statement only in respect of the disclosures contained herein specifically describing the Trust and the Portfolios, and hereby disclaims any responsibility or liability as to any other disclosures in this Registration Statement.
STATE STREET MASTER FUNDS | ||
By: | /s/ Ellen M. Needham | |
Ellen M. Needham President, State Street Master Funds |
This Registration Statement on Form N-1A of the Registrant has been signed below by the following persons, solely in the capacities indicated and subject to the next following sentence, on April 25, 2018. Each of the following persons is signing this Post-Effective Amendment No. 253 to this Registration Statement only in respect of the disclosures contained herein specifically describing the Trust and the Portfolios, and hereby disclaims any responsibility or liability as to any other disclosures in this Registration Statement.
Signature |
Signature |
|||
/s/ Michael F. Holland* | /s/ James E. Ross* | |||
Michael F. Holland, Trustee |
James E. Ross, Trustee |
|||
/s/ William L. Marshall* | /s/ Richard D. Shirk* | |||
William L. Marshall, Trustee | Richard D. Shirk, Trustee | |||
/s/ Patrick J. Riley* | /s/ Rina K. Spence* | |||
Patrick J. Riley, Trustee |
Rina K. Spence, Trustee |
|||
/s/ Michael A. Jessee* | /s/ Bruce D. Taber* | |||
Michael A. Jessee, Trustee |
Bruce D. Taber, Trustee |
|||
/s/ Bruce S. Rosenberg | /s/ Douglas T. Williams* | |||
Bruce S. Rosenberg, Treasurer and Principal Financial Officer |
Douglas T. Williams, Trustee |
|||
/s/ Ellen M. Needham |
|
|||
Ellen M. Needham, President and Principal Executive Officer |
*By: | /s/ Jesse D. Hallee | |
Jesse D. Hallee Attorney-in-Fact Pursuant to Powers of Attorney |
SIGNATURES
This Registration Statement contains certain disclosures regarding the State Street Disciplined Global Equity Portfolio (the Portfolio), series of SSGA Active Trust (the Trust). The Trust has, subject to the next following sentence, duly caused this Post-Effective Amendment No. 253 to the Registration Statement on Form N- 1A of State Street Institutional Investment Trust (the Registrant) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on April 25, 2018. The Trust is executing this Registration Statement only in respect of the disclosures contained herein specifically describing the Trust and the Portfolio, and hereby disclaims any responsibility or liability as to any other disclosures in this Registration Statement.
SSGA Active Trust | ||
By: | /s/ Ellen M. Needham | |
Ellen M. Needham President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated: Each of the following persons is signing this Amendment to the Registration Statement only in respect of the disclosures contained herein specifically describing the Trust and the Portfolio, and hereby disclaims any responsibility or liability as to any other disclosures in this Registration Statement.
SIGNATURES | TITLE | DATE | ||
/s/ Bonny E. Boatman* Bonny E. Boatman |
Trustee | April 25, 2018 | ||
/s/ Dwight D. Churchill* Dwight D. Churchill |
Trustee | April 25, 2018 | ||
/s/ David M. Kelly* David M. Kelly |
Trustee | April 25, 2018 | ||
/s/ Frank Nesvet* Frank Nesvet |
Trustee | April 25, 2018 | ||
/s/ Carl G. Verboncoeur* Carl G. Verboncoeur |
Trustee | April 25, 2018 | ||
/s/ James E. Ross* James E. Ross |
Trustee | April 25, 2018 | ||
/s/ Ellen M. Needham Ellen M. Needham |
President and Principal Executive Officer | April 25, 2018 | ||
/s/ Bruce S. Rosenberg Bruce S. Rosenberg |
Treasurer and Principal Financial Officer | April 25, 2018 |
*By: | /s/ Jesse D. Hallee | |
Jesse D. Hallee As Attorney-in-Fact Pursuant to Power of Attorney |
EXHIBIT INDEX
Exhibit No. |
Description |
|
28(d)(2) | Amended and Restated Appendix A dated August 21, 2017 to the Investment Advisory Agreement | |
28(d)(3) | Amended and Restated Appendix B dated August 21, 2017 to the Investment Advisory Agreement | |
28(d)(5) | Fee Waiver letter | |
28(e)(1) | Amended and Restated Distribution Agreement between the Registrant and State Street Global Advisors Funds Distributors, LLC | |
28(e)(2) | Notice to the Distribution Agreement related to the State Street Treasury Obligations Money Market Fund | |
28(g)(9) | Notice to Amended and Restated Custodian Agreement | |
28(h)(1)(j) | Amendment dated October 27, 2017 to the Transfer Agency and Service Agreement | |
28(h)(1)(k) | Amended Schedule A dated April 25, 2018 to the Transfer Agency and Service Agreement | |
28(h)(1)(l) | Shareholder Servicing Agreement dated October 1, 2017 between State Street Global Advisors Funds Distributors, LLC and the Trust | |
28(h)(2)(e) | Notice to Administration Agreement between SSGA Funds Management, Inc., SSGA Funds, State Street Institutional Investment Trust and State Street Master Funds | |
28(h)(2)(i) | Notice to Sub-Administration Agreement between State Street Bank and Trust Company and SSGA Funds Management, Inc. | |
28(h)(10) | Master-Feeder Participation Agreement between State Street Master Funds and the Trust | |
28(j) | Consent of Ernst & Young LLP | |
28(p)(1) | Joint Code of Ethics governing the Registrant |
Ex. 28(d)(2)
Amended and Restated
Appendix A
to the
Amended and Restated Investment Advisory Agreement
Effective as of August 21, 2017
The Adviser is entitled to receive, on a monthly basis, an investment advisory fee as follows:
Fund |
Fee Rate (percentage
of average daily net assets) |
|||
State Street Equity 500 Index II Portfolio |
0.00 | % | ||
State Street Equity 500 Index Fund |
0.02 | % | ||
State Street Aggregate Bond Index Portfolio |
0.00 | % | ||
State Street Aggregate Bond Index Fund |
0.03 | % | ||
State Street Global Equity ex-U.S. Index Portfolio |
0.00 | % | ||
State Street Global Equity ex-U.S. Index Fund |
0.06 | % | ||
State Street Hedged International Developed Equity Index Fund |
0.14 | % | ||
State Street Target Retirement Fund |
0.05 | % | ||
State Street Target Retirement 2015 Fund |
0.05 | % | ||
State Street Target Retirement 2020 Fund |
0.05 | % | ||
State Street Target Retirement 2025 Fund |
0.05 | % | ||
State Street Target Retirement 2030 Fund |
0.05 | % | ||
State Street Target Retirement 2035 Fund |
0.05 | % | ||
State Street Target Retirement 2040 Fund |
0.05 | % | ||
State Street Target Retirement 2045 Fund |
0.05 | % | ||
State Street Target Retirement 2050 Fund |
0.05 | % | ||
State Street Target Retirement 2055 Fund |
0.05 | % | ||
State Street Target Retirement 2060 Fund |
0.05 | % |
For so long as substantially all of the assets of each of the following Funds are invested in the corresponding Portfolio of State Street Master Funds or another investment company with essentially the same investment objectives and policies as such Funds, no payment for services is rendered pursuant to the Agreement; otherwise, the Adviser shall be entitled to receive fees, payable monthly, at the following annual rates (expressed as a percentage of the average daily net assets of each Fund):
State Street Institutional Liquid Reserves Fund |
0.05 | % | ||
State Street Institutional U.S. Government Money Market Fund |
0.05 | % | ||
State Street Institutional Treasury Money Market Fund |
0.05 | % | ||
State Street Institutional Treasury Plus Money Market Fund |
0.05 | % | ||
State Street Treasury Obligations Money Market Fund |
0.05 | % |
1
This Appendix A is hereby amended and restated effective as of the 21 st day of August 2017.
Attest: |
STATE STREET INSTITUTIONAL INVESTMENT TRUST |
|||||||
By: | By: | /s/ Bruce Rosenberg | ||||||
Name: | Bruce Rosenberg | |||||||
Title: | Treasurer |
Attest: | SSGA FUNDS MANAGEMENT, INC. | |||||||
By: | By: | Ellen M. Needham | ||||||
Name: | Ellen M. Needham | |||||||
Title: | President |
2
Ex. 28(d)(3)
Amended and Restated
Appendix B
to the
Amended and Restated Investment Advisory Agreement
Effective as of August 21, 2017
The Adviser is entitled to receive, on a monthly basis, an investment advisory fee as follows:
Fund |
Annual Fee Rate
(expressed as a Fund percentage of net assets) |
|||
State Street Strategic Real Return Fund |
0.20 | % | ||
State Street Strategic Real Return Portfolio |
0.00 | % | ||
State Street Small Cap Emerging Markets Equity Fund |
1.15 | % | ||
State Street Small/Mid Cap Equity Index Fund |
0.03 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
0.00 | % | ||
State Street International Developed Equity Index Fund |
0.11 | % | ||
State Street Emerging Markets Equity Index Fund |
0.14 | % | ||
State Street 60 Day Money Market Fund |
0.08 | % | ||
State Street 60 Day Money Market Portfolio |
0.00 | % | ||
State Street Cash Reserves Fund |
0.10 | % | ||
State Street Cash Reserves Portfolio |
0.00 | % | ||
State Street Conservative Income Fund |
0.10 | % | ||
State Street Conservative Income Portfolio |
0.00 | % | ||
State Street Institutional Liquid Assets Fund |
0.05 | % | ||
State Street Institutional Liquid Assets Portfolio |
0.00 | % | ||
State Street Current Yield Fund |
0.08 | % | ||
State Street Current Yield Portfolio |
0.00 | % | ||
State Street Ultra Short Term Bond Fund |
0.25 | % | ||
State Street Ultra Short Term Bond Portfolio |
0.00 | % | ||
State Street Disciplined International Equity Fund |
0.75 | % | ||
State Street Global Value Spotlight Fund |
0.75 | % | ||
State Street International Value Spotlight Fund |
0.75 | % | ||
State Street European Value Spotlight Fund |
0.75 | % | ||
State Street Asia Pacific Value Spotlight Fund |
0.75 | % | ||
State Street U.S. Value Spotlight Fund |
0.65 | % | ||
State Street Disciplined U.S. Equity Fund |
0.65 | % | ||
State Street MSCI Canada Index Fund |
0.14 | % | ||
State Street MSCI Japan Index Fund |
0.14 | % | ||
State Street MSCI Europe Index Fund |
0.14 | % | ||
State Street MSCI Pacific ex Japan Index Fund |
0.14 | % |
1
As consideration for the Advisers services to the State Street Disciplined Global Equity Fund (formerly, State Street Global Managed Volatility Fund), the Adviser shall receive from the Fund a fee, accrued daily at the rate of 1/365th of the applicable fee rate and payable monthly on the first business day of each month, of the following annual percentage of the Funds average daily net assets during the month, less the proportional amount of the advisory fee of an investment company the shares of which are the only investment security held by the Fund.
State Street Disciplined Global Equity Fund | 0.75% |
This Appendix B is hereby amended and restated effective as of the 21 st day of August 2017.
Attest: |
STATE STREET INSTITUTIONAL INVESTMENT TRUST |
|||||||
By: | By: | /s/ Bruce Rosenberg | ||||||
Name: | Bruce Rosenberg | |||||||
Title: | Treasurer |
Attest: | SSGA FUNDS MANAGEMENT, INC. | |||||||
By: | By: | /s/ Ellen M. Needham | ||||||
Name: | Ellen M. Needham | |||||||
Title: | President |
2
Ex. 28(d)(5)
April 25, 2018
Mr. Bruce Rosenberg
Treasurer
State Street Institutional Investment Trust
c/o SSGA Funds Management, Inc.
One Lincoln Street
Boston, Massachusetts 02111
RE: | State Street Institutional Investment Trust Fee Waiver and/or Expense Reimbursement Arrangements |
Dear Mr. Rosenberg:
Section I. Total Annual Fund Operating Expense Arrangements
SSGA Funds Management, Inc. (SSGA FM), as adviser to each series (each a Fund and collectively, the Funds) of the State Street Institutional Investment Trust (the Trust), agrees until the date listed in the Expiration Date column below (the Expiration Date):
(a)(i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse a Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees and Distribution, Shareholder Servicing and Sub-Transfer Agency Fees) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Funds:
Fund Name |
Expense
Limitation |
Expiration Date | ||||||
State Street Equity 500 Index II Portfolio |
0.03 | % | April 30, 2019 | |||||
State Street Aggregate Bond Index Portfolio |
0.04 | % | April 30, 2019 | |||||
State Street Global Equity ex-U.S. Index Portfolio |
0.08 | % | April 30, 2019 | |||||
State Street Small/Mid Cap Equity Index Portfolio |
0.03 | % | April 30, 2019 | |||||
State Street Disciplined Global Equity Fund |
0.75 | % | April 30, 2019 | |||||
State Street Disciplined U.S. Equity Fund |
0.65 | % | April 30, 2019 | |||||
State Street Disciplined International Equity Fund |
0.85 | % | April 30, 2019 |
(b)(i) to waive up to the full amount of the advisory fee payable by a Fund, and/or (ii) to reimburse a Fund to the extent that Total Annual Fund Operating Expenses (exclusive of nonrecurring account fees, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Funds:
Fund Name |
Expense
Limitation |
Expiration Date | ||||||
State Street Target Retirement Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2015 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2020 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2025 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2030 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2035 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2040 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2045 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2050 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2055 Fund |
0.13 | % | April 30, 2019 | |||||
State Street Target Retirement 2060 Fund |
0.13 | % | April 30, 2019 |
Page 1 of 3
(c)(i) to waive up to the full amount of the advisory fee payable by a Fund, and/or (ii) to reimburse a Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Funds:
Fund Name |
Expense
Limitation |
Expiration Date | ||||||
State Street Global Equity ex-U.S. Index Fund |
0.10 | % | April 30, 2019 | |||||
State Street Equity 500 Index Fund |
0.01 | % | April 30, 2019 | |||||
State Street International Developed Equity Index Fund |
0.09 | % | April 30, 2019 | |||||
State Street Aggregate Bond Index Fund |
0.04 | % | April 30, 2019 | |||||
State Street Institutional Liquid Reserves Fund |
0.07 | % | April 30, 2019 | |||||
State Street Institutional U.S. Government Money Market Fund |
0.07 | % | April 30, 2019 | |||||
State Street Institutional Treasury Plus Money Market Fund |
0.07 | % | April 30, 2019 | |||||
State Street Small/Mid Cap Equity Index Fund |
0.03 | % | April 30, 2019 | |||||
State Street Emerging Markets Equity Index Fund |
0.12 | % | April 30, 2019 | |||||
State Street Cash Reserves Fund |
0.12 | % | April 30, 2019 | |||||
State Street Conservative Income Fund |
0.12 | % | April 30, 2019 | |||||
State Street Ultra Short Term Bond Fund |
0.30 | % | April 30, 2019 | |||||
State Street Global Value Spotlight Fund |
0.70 | % | April 30, 2019 | |||||
State Street International Value Spotlight Fund |
0.70 | % | April 30, 2019 | |||||
State Street European Value Spotlight Fund |
0.70 | % | April 30, 2019 | |||||
State Street Asia Pacific Value Spotlight Fund |
0.70 | % | April 30, 2019 | |||||
State Street U.S. Value Spotlight Fund |
0.60 | % | April 30, 2019 |
(d)(i) to waive up to the full amount of the advisory fee payable by a Fund, and/or (ii) to reimburse a Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees other than the fees of the State Street International Developed Equity Index Portfolio, a separate series of State Street Master Funds, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Fund:
Fund Name |
Expense
Limitation |
Expiration Date | ||||||
State Street Hedged International Developed Equity Index Fund |
0.15 | % | April 30, 2019 |
(e)(i) to waive up to the full amount of the advisory fee payable by a Fund, and/or (ii) to reimburse a Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees and extraordinary expenses) exceed the following percentage of average daily net assets on an annual basis with respect to the below-listed Fund:
Fund Name |
Expense
Limitation |
Expiration Date | ||||||
State Street Treasury Obligations Money Market Fund |
0.10 | % | April 30, 2021 |
Each of the above stated fee waiver and/or expense reimbursement arrangements set forth in Section I(a) through Section I(e) (i) supersedes any prior fee waiver and/or expense reimbursement arrangement for the applicable Fund and (ii) may only be terminated during the relevant period with the approval of the Funds Board of Trustees. SSGA FM and a Fund Officer are authorized to take such actions as they deem necessary and appropriate to continue each of the above stated waivers and/or expense reimbursements for additional periods, including of one or more years, after the applicable Expiration Date.
Section II. Other Arrangements
Page 2 of 3
(a) | With respect to the State Street Aggregate Bond Index Portfolio and the State Street Aggregate Bond Index Fund, SSGA FM agrees to waive up to the portion of the management fee and/or expenses attributable to acquired fund fees and expenses in connection with the Portfolios investments in to be announced (TBA) securities. This fee waiver and/or expense reimbursement may only be terminated with approval of the Funds Board of Trustees. |
(b) | With respect to the State Street International Developed Equity Index Fund, SSGA FM agrees to waive the portion of the Funds management fee attributable to the Funds assets invested in the State Street International Developed Equity Index Portfolio, a separate series of State Street Master Funds. This fee waiver may only be terminated with the approval of the Funds Board of Trustees. |
(c) | With respect to the State Street Hedged International Developed Equity Index Fund, SSGA FM agrees to waive the portion of the Funds management fee attributable to the Funds assets invested in the State Street International Developed Equity Index Portfolio, a separate series of State Street Master Funds. This fee waiver may only be terminated with the approval of the Funds Board of Trustees. |
If the arrangements in Section I and Section II of this memorandum are acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.
Sincerely,
SSGA FUNDS MANAGEMENT, INC. |
/s/ Ellen M. Needham |
By: |
Ellen M. Needham |
Director and President |
Accepted and Agreed:
STATE STREET INSTITUTIONAL INVESTMENT TRUST,
ON BEHALF OF THE FUNDS NAMED ABOVE
/s/ Bruce Rosenberg |
By: |
Bruce Rosenberg |
Treasurer |
Page 3 of 3
Ex. 28(e)(1)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Amended and Restated Distribution Agreement made this 1st day of May, 2017, by and between State Street Institutional Investment Trust, a Massachusetts trust (the Trust), and State Street Global Advisors Funds Distributors, LLC, a Delaware limited liability company (the Distributor).
WHEREAS, the Trust is a registered open-end management investment company organized as a series trust offering a number of portfolios of securities (each a Fund and collectively the Funds), having filed with the Securities and Exchange Commission (the Commission) a registration statement on Form N-1A under the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended;
WHEREAS, the Trust desires to retain the services of the Distributor in connection with the promotion and distribution of the shares of each Fund (the Shares);
WHEREAS, the Board of Trustees of the Trust has adopted a plan of distribution (the 12b-1 Plan) pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund and may make payments to the Distributor pursuant to such 12b-1 Plan, subject to and in accordance with the terms and conditions thereof and any related agreements;
WHEREAS, the Distributor is a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act) and a member of the Financial Industry Regulatory Authority (FINRA); and
WHEREAS, the Distributor desires to provide such services to the Trust;
WHEREAS, State Street Global Markets, LLC has changed its name to State Street Global Advisors Funds Distributors, LLC; and
WHEREAS, the Investment Company desires to amend and restate the Distribution Agreement dated August 1, 2009 in its entirety by adopting this Amended and Restated Distribution Agreement;
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
1. Appointment . The Trust hereby appoints the Distributor as the exclusive distributor for Shares of each Fund listed in Annex I hereto, as the same may be amended by the parties from time to time, on the terms and for the period set forth in this Agreement and subject to the registration requirements of the 1933 Act and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.
2. Definitions . Wherever they are used herein, the following terms have the following respective meanings:
a. 1940 Act means the Investment Company Act of 1940 and the rules and regulations thereunder as amended from time to time;
b. Prospectus means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the Commission from time to time;
c. Registration Statement means the registration statement most recently filed from time to time by the Trust with the Commission and effective under the 1933 Act and the 1940 Act, as such registration statement is amended by any amendments thereto at the time in effect;
d. All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.
3. Duties of the Distributor .
(a) The Trust grants to the Distributor the right to sell the Shares as agent on behalf of each Fund, during the term of this Agreement, subject to the registration requirements of the 1933 Act and the 1940 Act and of the laws governing the sale of securities in the various states (Blue Sky Laws), under the terms and conditions set forth in this Agreement. The Distributor shall have the right to sell, as agent on behalf of each Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Trust then in effect under the 1933 Act and the 1940 Act.
(b) The Distributor agrees to act as agent of the Trust with respect to the continuous distribution of Shares of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (a) the Distributor shall generate and transmit confirmations of Share purchase order acceptances to the purchaser; (b) the Distributor shall deliver copies of the prospectus, included in the Registration Statement, to purchasers of such Shares and upon request the Statement of Additional Information; and (c) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.
(c) The rights granted to the Distributor shall be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications received and accepted by the Trust.
(d) The Distributor agrees to administer the Rule 12b-1 Plan on behalf of the Trust. The Distributor shall, at its own expense, set up and maintain a system of recording and payments for fees and reimbursement of expenses disseminated pursuant to this Agreement and any other related agreements under the Funds Rule 12b-1 Plan and shall, pursuant to the 1940 Act, report such payment activity under the Rule 12b-1 Plan to the Trust at least quarterly.
(e) All activities by the Distributor and its agents and employees which are primarily intended to result in the sale of Shares shall comply with the Registration Statement and Prospectus, the instructions of the Board of Trustees of the Trust and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Commission or any securities association registered under the 1934 Act, including the FINRA.
(f) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus.
(g) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributors authority to process orders for Shares on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.
(h) The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributors use. The Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trust or the Trusts shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
(i) At the request of the Trust, the Distributor shall enter into agreements in the form specified by the Trust (each a Participant Agreement) with participants in the system for book-entry of The Depository Trust Company and the NSCC as described in the Prospectus.
(j) The Distributor shall ensure that all direct requests for Prospectuses and Statements of Additional of Information are fulfilled. The Distributor will generally make it known in the brokerage community that prospectuses and statements of additional information are available, including by (i) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with the FINRA, and (ii) as may otherwise be required by the Commission.
(k) The Distributor agrees to make available, at the Trusts request, one or more members of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust.
4. Duties of the Trust .
(a) The Trust agrees to issue Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or by other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite purchase price and acceptance of such order, upon the terms described in the Registration Statement. The Trust may reject any order for Shares or stop all receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus.
(b) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 1933 Act. The Trust will make available to the Distributor such number of copies of its then currently effective Prospectus as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares. The Trust shall keep the Distributor informed of the jurisdictions in which Shares of the Trust are authorized for sale and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales.
(c) The Trust represents to the Distributor that the Registration Statement and Prospectus filed by the Trust with the Commission with respect to the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission thereunder. The Trust will notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement.
5. Fees and Expenses .
(a) The Trust will, with respect to each Fund, pay to the Distributor all fees and expenses pursuant to the terms of the Rule 12b-1 Plan in effect for each respective Fund.
(b) The Distributor will bear the following costs and expenses relating to the distribution of Shares of the Funds: (a) the costs of maintaining the records required of a broker-dealer registered under the 1934 Act; (b) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; (c) the expenses incurred by the Distributor in connection with normal (non-expedited) FINRA filing fees; and (d) all other expenses incurred in connection with the distribution services contemplated herein, except as specifically provided in this Agreement.
(c) The Distributor will pay, from the fees received by it from the Funds pursuant to the Rule 12b-1 Plan, all fees with respect to expedited FINRA filing fees.
6. Indemnification .
(a) The Trust agrees to indemnify and hold harmless the Distributor and each of the directors, officers, agents and employees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, agents, employees and directors or such control persons, for purposes of this paragraph, an Indemnitee) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon the claim that the Registration Statement, Prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor. The Trust will also not indemnify any Indemnitee with respect to any untrue statement or omission made in the Registration Statement or Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. In no case (i) is the indemnity of the Trust in favor of any Indemnitee to be deemed to protect the Indemnitee against any liability to the Trust or its shareholders to which the Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Indemnitee unless the Indemnitee shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the
nature of the claim shall have been served upon Indemnitee (or after Indemnitee shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to any Indemnitee against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall 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 claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees to notify the Distributor and any Indemnified Dealer promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the Trust Affiliates) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) which the Trust Affiliate may incur under the 1933 Act or any other statute or common law, but only to the extent that such loss, liability, claim, damages or expense shall arise out of or be based upon (i) the allegation of any wrongful act of the Distributor or any of its employees or (ii) allegation that the Registration Statement, Prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of any Trust Affiliate to be deemed to protect any Trust Affiliate against any liability to the Trust or its security holders to which such Trust Affiliate would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Trust Affiliate unless the Trust Affiliate shall have notified the Distributor in writing of the claim within a reasonable time after the summons or the first written notification giving information of the nature of the claim shall have been served upon the Trust Affiliate (or after the Trust Affiliate shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Trust Affiliate against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall 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 the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Trust, its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributor elects to assume the defense of any suit and retain counsel, the Trust or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the Trust, its officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it in connection with the issuance and sale of any of the shares.
(c) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.
7. Representations .
(a) The Distributor represents and warrants that (i) it is duly organized as a Delaware limited liability company and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound and (iv) it is registered as a broker-dealer under the 1934 Act and is a member of the FINRA.
(b) The Trust represents and warrants that (i) it is duly organized as a Massachusetts trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) it is registered as an investment company under the 1940 Act; (iii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iv) its entering into this Agreement does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound.
8. Duration, Termination and Amendment .
(a) This Agreement shall be effective on the date set forth above and unless terminated as provided herein, shall continue for one year from its effective date, and thereafter from year to year, provided such continuance is approved annually by the vote of a majority of the Board of Trustees, and by the vote of those Trustees who are not interested persons of the Trust (the Independent Trustees) and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not interested persons of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph, the terms assignment and interested persons shall have the respective meanings specified in the 1940 Act.
(b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plan, and this Agreement constitutes a Rule 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trusts outstanding voting securities (as defined in the 1940 Act) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not interested persons (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such interested persons of the Trust;
(c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought;
(d) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof, including the Distribution Agreement between the Trust and State Street Global Markets, LLC effective, August 1, 2009, and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.
9. Notice . Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other): if to the Distributor: State Street Global Advisors Funds Distributors, LLC, One Lincoln Street, Boston, MA 02111, Attn.: James E. Ross, email: James_Ross@ssga.com; phone: 617-664-2043; if to the Trust: SSGA Funds Management, Inc., Attn.: Ellen Needham, President, One Lincoln Street, Boston, MA 02111, email: Ellen_Needham@ssga.com phone: 617-664-6252.
10. Limitation of Liability . The Distributor is expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust of the Trust and agrees that the obligations assumed by the Trust under this contract shall be limited in all cases to the Trust and its assets. The Distributor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, nor shall the Distributor seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Trust. The Distributor understands that the rights and obligations of each series of shares of the Trust under the Declaration of Trust are separate and distinct from those of any and all other series.
11. Choice of Law . 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 laws provisions thereof.
12. Counterparties . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Severability . If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreements intent and purpose, be amended, to the extent legally possible, by valid provisions in order to effectuate the intended results of the invalid provisions.
14. Insurance . The Distributor will maintain at its expense an errors and omissions insurance policy that covers services by the Distributor hereunder.
15. Segregation of Fees and Expenses . Amounts paid by each Fund to the Distributor under its Rule 12b-1 Plan either for distribution related services or shareholder services shall not be used to pay for the distribution of Shares of, or shareholder servicing in respect of, any other Fund. However, fees under the Rule 12b-1 Plan attributable to the Trust as a whole shall be allocated to each Fund according to the method adopted by the Trusts Board of Trustees. Fees attributable to the Trust as a whole shall include any amounts payable under the Rule 12b-1 Plan to the Distributor for its services rendered hereunder. The Distributors allocation of such Rule 12b-1 Plan fees shall be subject to review by the Trusts Board of Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.
STATE STREET INSTITUTIONAL INVESTMENT TRUST | ||
By: | /s/ Ellen Needham | |
Name: | Ellen Needham | |
Title: | President |
STATE STREET GLOBAL ADVISORS FUNDS DISTRIBUTORS, LLC | ||
By: | /s/ James E. Ross | |
Name: | James E. Ross | |
Title: | Chief Executive Officer |
ANNEX I
FUNDS
State Street Equity 500 Index Fund
State Street Aggregate Bond Index Fund
State Street Institutional Liquid Reserves Fund
State Street Institutional U.S. Government Money Market Fund
State Street Institutional Treasury Money Market Fund
State Street Institutional Treasury Plus Money Market Fund
State Street Global Equity ex-U.S. Index Fund
State Street Global Equity ex-U.S. Index Portfolio
State Street Target Retirement 2015 Fund
State Street Target Retirement 2020 Fund
State Street Target Retirement 2025 Fund
State Street Target Retirement 2030 Fund
State Street Target Retirement 2035 Fund
State Street Target Retirement 2040 Fund
State Street Target Retirement 2045 Fund
State Street Target Retirement 2050 Fund
State Street Target Retirement 2055 Fund
State Street Target Retirement 2060 Fund
State Street Target Retirement Fund
State Street Disciplined Global Equity Fund
State Street Equity 500 Index II Portfolio
State Street Aggregate Bond Index Portfolio
State Street Hedged International Developed Equity Index
State Street Small/Mid Cap Equity Index Portfolio
State Street Small/Mid Cap Equity Index Fund
State Street Emerging Markets Equity Index Fund
State Street Global Value Spotlight Fund
State Street International Value Spotlight Fund
State Street European Value Spotlight Fund
State Street Asia Pacific Value Spotlight Fund
State Street Disciplined International Equity Fund
State Street Disciplined U.S. Equity Fund
State Street MSCI Canada Index Fund
State Street MSCI Japan Index Fund
State Street MSCI Pacific ex Japan Index Fund
State Street MSCI Europe Index Fund
Ex. 28(e)(2)
State Street Institutional Investment Trust
One Lincoln Street
Boston, MA 02111
State Street Global Advisors Funds Distributors, LLC
State Street Financial Center
One Lincoln Street
Boston, MA 02111
August 17, 2017
Ladies and Gentlemen:
Reference is made to the Amended and Restated Distribution Agreement between State Street Institutional Investment Trust (the Trust) and State Street Global Advisors Funds Distributors, LLC dated May 1, 2017 (the Agreement).
Pursuant to the Agreement, this letter is to provide notice of the creation of an additional series of the Trust (the New Fund):
Fund |
Effective Date |
|
State Street Treasury Obligations Money Market Fund | August 21, 2017 |
We request that you act as Distributor under the Agreement with respect to the New Fund.
Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one copy to the Trust and retaining one copy for your records.
Very truly yours, | ||
State Street Institutional Investment Trust | ||
By: | /s/ Ellen M. Needham | |
Ellen M. Needham, President |
Accepted:
State Street Global Advisors Funds Distributors, LLC
By: | /s/ James Ross | |
Name: James Ross |
||
Title: CEO |
1
Ex. 28(e)(2)
Distribution Agreement
ANNEX I
FUNDS
State Street Equity 500 Index Fund
State Street Aggregate Bond Index Fund
State Street Institutional Liquid Reserves Fund
State Street Institutional U.S. Government Money Market Fund
State Street Institutional Treasury Money Market Fund
State Street Institutional Treasury Plus Money Market Fund
State Street Global Equity ex-U.S. Index Fund
State Street Global Equity ex-U.S. Index Portfolio
State Street Target Retirement 2015 Fund
State Street Target Retirement 2020 Fund
State Street Target Retirement 2025 Fund
State Street Target Retirement 2030 Fund
State Street Target Retirement 2035 Fund
State Street Target Retirement 2040 Fund
State Street Target Retirement 2045 Fund
State Street Target Retirement 2050 Fund
State Street Target Retirement 2055 Fund
State Street Target Retirement 2060 Fund
State Street Target Retirement Fund
State Street Disciplined Global Equity Fund
State Street Equity 500 Index II Portfolio
State Street Aggregate Bond Index Portfolio
State Street Hedged International Developed Equity Index
State Street Small/Mid Cap Equity Index Portfolio
State Street Small/Mid Cap Equity Index Fund
State Street Emerging Markets Equity Index Fund
State Street Global Value Spotlight Fund
State Street International Value Spotlight Fund
State Street European Value Spotlight Fund
State Street Asia Pacific Value Spotlight Fund
State Street Disciplined International Equity Fund
State Street Disciplined U.S. Equity Fund
State Street MSCI Canada Index Fund
State Street MSCI Japan Index Fund
State Street MSCI Pacific ex Japan Index Fund
State Street MSCI Europe Index Fund
State Street Treasury Obligations Money Market Fund
2
Ex. 28(g)(9)
State Street Institutional Investment Trust
One Lincoln Street
Boston, MA 02111
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
August 17, 2017
Ladies and Gentlemen:
Reference is made to the Amended and Restated Custodian Agreement between us dated February 14, 2001 (the Agreement).
Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional series of the State Street Institutional Investment Trust (the Trust) as presented in the following chart (the New Fund):
Fund |
Effective Date |
|
State Street Treasury Obligations Money Market Fund |
August 21, 2017 |
We request that you act as the New Funds Custodian under the Agreement. As compensation for such services, you shall be entitled to receive from the New Fund the annual fee reflected on the fee schedule to the Agreement.
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/ Ellen M. Needham | |
Ellen M. Needham, President |
Accepted: | ||
State Street Bank and Trust Company | ||
By: | /s/ Andrew Erickson | |
Name: Andrew Erickson |
Ex. 28(h)(1)(j)
AMENDMENT
To
Transfer Agency and Service Agreement
Between
State Street Institutional Investment Trust,
SSGA Funds
And
Boston Financial Data Services, Inc.
This Amendment is made as of this 27 h day of October, 2017, effective 1 st day of July, 2017, between Boston Financial Data Services, Inc. (the Transfer Agent) and State Street Institutional Investment Trust and SSGA Funds (each, a Fund and together, the Funds) to the Transfer Agency and Service Agreement between the parties dated June 1, 2015, as amended (the Agreement). In accordance with Section 15.1 ( Amendment ) of the Agreement, the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. | The Fund(s) requests that the Transfer Agent perform market timing review for fully disclosed accounts. Therefore the following Section 1.2(cc) is added to the Agreement: |
(cc) Excessive Trader Change In Investment Direction. The Transfer Agent will monitor the Funds fully disclosed accounts using the Excessive Trader Change In Investment Direction application, as applicable. The Transfer Agent will provide the Funds with periodic reports on trading activity in the Funds based on parameters set forth by the Funds, as amended from time to time. Such parameters include a purchase followed by a redemption or a redemption followed by a purchase (Monitor 1) within 30 days and a twenty-five thousand dollar threshold transaction amount. Any exception to these parameters will be agreed upon in writing by the parties. The services to be performed by the Transfer Agent for the Funds hereunder will be ministerial only and the Transfer Agent shall have no responsibility for reviewing market-timing activities. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section 1.2(cc) , the Funds agree to pay the Transfer Agent the fees set forth on Schedule 2.1.
2. | Omnibus Transparency Services . Schedule 1.2(z) Section B 4(a) is hereby replaced with the following: |
(a) Review daily trades for omnibus sub-accounts and fully disclosed accounts utilizing a custom analytic that identifies the following trading scenarios as potential trading violations: a redemption followed by a purchase or a purchase followed by a redemption within a 30 day trading window where all transactions are greater than or equal to $25,000.
3. | Fee Schedule. Schedule 2.1 Fees and Expenses is hereby amended and replaced with the attached Schedule 2.1. |
4. | All defined terms and definitions in the Agreement shall be the same in this amendment (the October 27, 2017 Amendment) except as specifically revised by this amendment. |
1
Ex. 28(h)(1)(j)
October 27, 2017, Amendment
Signature Page
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
STATE STREET INSTITUTIONAL INVESTMENT TRUST ON BEHALF OF ITSELF AND EACH OF ITS PORTFOLIOS, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A | BOSTON FINANCIAL DATA SERVICES, INC. |
By: | /s/ George T. Costas | |||||||
Name: | George T. Costas | |||||||
By: | /s/ Ellen M. Needham | Title: | Managing Director | |||||
Name: | Ellen M. Needham | |||||||
Title: | President |
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A |
SSGA FUNDS ON BEHALF OF ITSELF AND EACH OF ITS PORTFOLIOS, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A |
By: | /s/ Ellen M. Needham | |
Name: | Ellen M. Needham | |
Title: | President |
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A |
2
SCHEDULE 2.1
FEES AND EXPENSES
Effective Date: July 1, 2014 through June 30, 2018
Amended: October 27, 2017
[Intentionally Redacted]
FEES AND EXPENSES
Effective Date: July 1, 2014 through June 30, 2018
Amended: October 27, 2017
(continued)
[Intentionally Redacted]
Ex. 28(h)(1)(k)
AMENDMENT
To
Transfer Agency and Service Agreement
Between
State Street Institutional Investment Trust
SSGA Funds
And
DST Asset Manager Solutions, Inc.
This Amendment is made as of this 25 th day of April, 2018, between DST Asset Manager Solutions, Inc. (f/k/a Boston Financial Data Services, Inc.) (the Transfer Agent) and State Street Institutional Investment Trust and SSGA Funds (each, a Fund and together, the Funds), each entity individually and not jointly, as listed on Schedule A, to the Transfer Agency and Service Agreement between the parties dated June 1, 2015, as amended (the Agreement). In accordance with Section 15.1 (Amendment) and Section 16 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE , the parties agree as follows:
1. | Schedule A. The current Schedule A to the Agreement is hereby replaced and superseded with the Schedule A attached hereto, effective as of April 25, 2018; and |
2. | All defined terms and definitions in the Agreement shall be the same in this Amendment (the April 25, 2018 Amendment) except as specifically revised by this Amendment; and |
3. | Except as specifically set forth in this April 25, 2018 Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF , the parties hereto have caused this April 25, 2018 Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
(Signatures on following page)
- 1 -
Ex. 28(h)(1)(k)
- 2 -
SCHEDULE A
Effective Date: April 25, 2018
SSGA Funds
SSGA Dynamic Small Cap Fund
State Street Disciplined Emerging Markets Equity Fund
SSGA Enhanced Small Cap Fund
SSGA International Stock Selection Fund
SSGA S&P 500 Index Fund
State Street Institutional Investment Trust
State Street Aggregate Bond Index Fund
State Street Asian Pacific Value Spotlight Fund
State Street Cash Reserves Fund*
State Street Conservative Income Fund*
State Street Disciplined Global Equity Fund
State Street Disciplined International Equity Fund
State Street Disciplined US Equity Fund
State Street Emerging Markets Equity Index Fund
State Street Equity 500 Index Fund
State Street European Value Spotlight Fund
State Street Global Equity ex-U.S. Index Fund
State Street Global Value Spotlight Fund
State Street Hedged International Developed Equity Index Fund
State Street International Developed Equity Index Fund*
State Street International Value Spotlight Fund
State Street Institutional Liquid Reserves 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 U.S. Value Spotlight Fund
* | The Fund is not active |
- 3 -
SCHEDULE A
Effective Date: April 25, 2018
State Street Institutional Investment Trust (cont.)
State Street Small/Mid Cap Equity Index Fund
State Street Target Retirement Fund
State Street Target Retirement 2015
State Street Target Retirement 2020
State Street Target Retirement 2025
State Street Target Retirement 2030
State Street Target Retirement 2035
State Street Target Retirement 2040
State Street Target Retirement 2045
State Street Target Retirement 2050
State Street Target Retirement 2055
State Street Target Retirement 2060
State Street Treasury Obligations Money Market Fund
State Street Ultra Short Term Bond Fund*
* | The Fund is not active |
- 4 -
Ex. 28(h)(1)(l)
SHAREHOLDER SERVICING AGREEMENT
This SHAREHOLDER SERVICING AGREEMENT (the Agreement) made as of October 1, 2017 by and between State Street Institutional Investment Trust, a business trust organized under the laws of The Commonwealth of Massachusetts (the Trust) and State Street Global Advisors Funds Distributors, LLC, a limited liability company organized under the laws of the State of Delaware (the Shareholder Servicer).
W I T N E S S E T H
WHEREAS, the Trust is engaged in business as an open-end series management investment company and is so registered under the Investment Company Act of 1940, as amended (the 1940 Act), with the outstanding series of shares listed on Schedule A attached hereto (each series, a Fund and collectively, the Funds);
WHEREAS, the Funds have been paying shareholder servicing fees--for each class of shares as set forth on Schedule B attached heretodirectly to the Shareholder Servicer or its affiliates under arrangements previously approved by the Trust;
and
WHEREAS, the Trust and the Shareholder Servicer have decided that it is in their respective best interests to memorialize such arrangements in a written agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Appointment of Shareholder Servicer . The Trust hereby appoints the Shareholder Servicer to act as the shareholder servicer of the Funds for the period and on the terms herein set forth. The Shareholder Servicer accepts such appointment and agrees to render the services set forth herein, oversee the provision of the services set forth herein by its affiliates and others who it may arrange to render such services, and incur expenses in connection therewith, for the compensation herein provided.
1
2. Duties of Shareholder Servicer . (a) The Shareholder Servicer shall provide or procure any combination of the following Shareholder Services (as defined in Section 4(a) below), as agreed upon by the parties from time to time:
i. | Establishing and maintaining records of one or more accounts, including omnibus and super omnibus accounts, with the Funds; |
ii. | Providing sub-accounting services with respect to shares of the Funds held in omnibus accounts; |
iii. | Receiving and processing purchase and redemption orders, including aggregated orders, and delivering orders to the Funds transfer agent; |
iv. | Providing beneficial owners with statements showing their activity and positions in the Funds; |
v. | Processing dividend and distribution payments and issuing related documentation, and processing changes related to dividend options, account designations and other account characteristics; |
vi. | Providing shareholder tax reporting, including any reporting required by the U.S. Department of the Treasury, and implementing tax withholding as applicable; |
vii. | Forwarding shareholder communications, such as proxies, shareholder reports, dividend and tax notices, prospectuses, statements of additional information to record or beneficial owners, as appropriate, of a Funds shares; |
viii. | Receiving, tabulating, and transmitting proxies executed by record or beneficial owners, as appropriate, of a Funds shares; |
ix. | Implementing anti-money laundering procedures, including those designed to verify the identity of customers, report suspicious activity, and screen for activity involving persons subject to sanctions regimes administered by the U.S. Treasury Departments Office of Foreign Assets Control; |
x. | Responding to inquiries relating to the shareholder services performed by Shareholder Servicer or routine inquiries from shareholders concerning their investments in the Fund(s); and |
xi. | Coordinating any of the foregoing activities or such other non-distribution services as the parties agree. |
2
(b) The Shareholder Servicer will provide for office space and equipment, telephone facilities, internet access, and personnel as may be reasonably necessary or beneficial in order to provide or procure high quality Shareholder Services for the shareholders of the Funds.
3. Compensation of Shareholder Servicer . (a) As full compensation for the totality of services rendered and expenses borne by the Shareholder Servicer in connection with the provision or procurement of services for the shareholders of the Funds under this Agreement, the Trust, on behalf of each Fund, agrees to pay to the Shareholder Servicer a fee at the annual rate provided for in Schedule B attached hereto (the Shareholder Service Fee). Such fees shall be computed and accrued daily and payable monthly. Notwithstanding anything to the contrary in this Agreement, the Shareholder Service Fee shall not be, nor is it intended to be, a payment for any activity that is primarily intended to result, directly or indirectly, in the distribution or sale of Fund shares (such activities are collectively referred to below as Distribution Related Activities).
(b) For any period less than a full quarter during which this Agreement is in effect, the compensation payable to the Shareholder Servicer hereunder shall be prorated.
(c) 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 Shareholder Servicer) as a fee pursuant to agreements Shareholder Servicer has with such organizations for providing the services described herein in respect of shares of the Funds, and may retain all or any portion of the Shareholder Service Fee as compensation for providing such services.
3
(d) Shareholder Servicer may, in its sole discretion, elect to waive or defer collection of all or a portion of the fees owed to it pursuant to this Agreement for any reason a waiver or deferral to prevent a Fund or Fund share class from experiencing a negative yield during a given period.
(e) Notwithstanding any of the foregoing to the contrary, the Shareholder Servicer shall not be compensated hereunder for any service otherwise provided to the Trust or the Funds in exchange for a separate fee by a Shareholder Servicer affiliate, including without limitation by SSGA Funds Management, Inc. the Adviser and Administrator for the Trust and the Funds (SSGA FM), or by the transfer agent for shares of the Funds.
4. Representations and Warranties. In consideration of the foregoing, the Shareholder Servicer represents and warrants to the Trust that:
(a) Its compensation as Shareholder Servicer, as provided in this Agreement, shall be entirely for shareholder services to the Trust and the Funds that are not Distribution Related Activities (collectively referred to in this Agreement as Shareholder Services).
(b) It shall implement internal controls adequately designed to distinguish and allocate properly between its shareholder servicing operations and its distribution operations all of the material expenses it incurs in connection with each of such operations; and such controls, and any changes therein, shall be reviewed and their adequacy affirmed, by the Trusts Chief Compliance Officer.
5. Term, Termination, Continuation and Amendment of this Agreement .
(a) This Agreement shall become effective with respect to the Trust and the Funds set forth in Schedule A attached hereto on the date first written above. This Agreement shall continue in effect for a period of more than one year after the date this Agreement takes effect,
4
but only so long as such continuance is specifically approved at least annually by votes of the majority of both (i) the Trustees of the Trust, and (ii) the Trustees of the Trust who are not interested persons, as defined in the 1940 Act (Independent Trustees), cast in person at a meeting called for the purpose of voting on this Agreement.
(b) This Agreement may be terminated as to the Trust or as to any Fund at any time without the payment of any penalty by vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act), or by the Shareholder Servicer, on ninety days written notice to the other party. This Agreement shall terminate automatically in the event of its assignment; provided, however, in the event of consolidation, reorganization or merger in which the Shareholder Servicer is not the surviving entity or which results in the acquisition of substantially all of the Shareholder Servicers outstanding interests 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 of the Shareholder Servicers assets, the Shareholder Servicer may assign this Agreement to such surviving entity, acquiring entity, assignee or purchaser, as the case may be.
(c) This Agreement may not be amended to increase materially the amount of the Shareholder Service Fee without approval in the manner provided for the continuation of this Agreement in paragraph 5(a) hereof.
6. Scope of Trusts Obligations . A copy of the Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Shareholder Servicer acknowledges that the obligations of or arising out of this Agreement are not binding upon any of the Trusts Trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust. The Shareholder Servicer further acknowledges that the assets and liabilities of each Fund are separate and distinct and that the obligations of or arising out of this Agreement concerning a Fund are binding solely upon the assets or property of such Fund and not upon the assets or property of any other Fund.
5
7. Governing Law . This Agreement is governed by and to be construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to conflicts of interest laws thereof.
8. Miscellaneous .
(a) This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof and contains the entire understanding and agreement of the parties with respect to the subject matter hereof.
(b) Headings in this Agreement are for ease of reference only and shall not constitute a part of the Agreement.
(c) Should any portion of this Agreement for any reason be held void in law or equity, the remainder of the Agreement shall be construed to the extent possible as if such voided portion had never been contained herein.
6
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first written above.
STATE STREET INSTITUTIONAL INVESTMENT TRUST |
By | /s/ Ellen M. Needham |
Name: | ||
Title: |
STATE STREET GLOBAL ADVISORS FUNDS DISTRIBUTORS, LLC |
By | /s/ James E. Ross |
Name: | ||
Title: |
7
Schedule A
Funds
State Street Institutional Liquid Reserves
State Street Institutional Treasury Money Market Fund
State Street Institutional Treasury Plus Money Market Fund
State Street Institutional U.S. Government Money Market Fund
8
Schedule B
Compensation to the Shareholder Servicer
The fee payable by the Trust on behalf of each Fund shall be computed as a percentage of the average daily net assets attributable to each applicable share class of a Fund for its then current fiscal year as noted below:
Class |
Fee | |
Institutional | 3 bps | |
Service | 5 bps | |
Trust (State Street Institutional Treasury Plus Money Market Funds) | 5.6 bps | |
Trust (State Street Institutional Liquid Reserves) | 5.8 bps | |
Investor | 8 bps | |
Administration | 20 bps | |
Investment | 25 bps |
9
Ex. 28(h)(2)(e)
State Street Institutional Investment Trust
One Lincoln Street
Boston, MA 02111
SSGA Funds Management, Inc.
One Lincoln Street
Boston, MA 02111
August 17, 2017
Re: State Street Institutional Investment Trust (the Institutional Trust) Administration Agreement Additional Fund/Series
Ladies and Gentlemen:
Reference is made to the Administration Agreement between SSGA Funds, State Street Master Funds and the Institutional Trust (collectively, the Trusts) and SSGA Funds Management, Inc. (the Administrator) dated June 1, 2015 (the Agreement).
In accordance with Section 1, of the Agreement, the Institutional Trust hereby requests that the Administrator act as Administrator for the new Fund listed below under the terms of the Agreement. In connection with such request, the Institutional Trust hereby confirms to the Administrator, as of the date hereof, its representations and warranties set forth in Section 4 of the Agreement. The previous Schedule A is hereby deleted and replaced with the attached Schedule A.
New Fund
Fund |
Effective Date |
|
State Street Institutional Investment Trust | ||
State Street Treasury Obligations Money Market Fund |
August 21, 2017 |
Please indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Institutional Trust and retaining one for your records.
Sincerely,
STATE STREET INSTITUTIONAL INVESTMENT TRUST | ||
By: | /s/ Chad Hallett |
Name: | Chad Hallett | |
Title: | Deputy Treasurer, Duly Authorized |
Agreed and Accepted: | ||
SSGA FUNDS MANAGEMENT, INC. | ||
By: | /s/ Ellen M. Needham |
Name: | Ellen M. Needham | |
Title: | President, Duly Authorized |
ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Fund(s)
State Street Institutional Investment Trust
State Street Equity 500 Index Fund
State Street Aggregate Bond Index Fund
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
State Street Global Equity ex-U.S. Index Fund
State Street Target Retirement 2015 Fund
State Street Target Retirement 2020 Fund
State Street Target Retirement 2025 Fund
State Street Target Retirement 2030 Fund
State Street Target Retirement 2035 Fund
State Street Target Retirement 2040 Fund
State Street Target Retirement 2045 Fund
State Street Target Retirement 2050 Fund
State Street Target Retirement 2055 Fund
State Street Target Retirement 2060 Fund
State Street Target Retirement Fund
State Street Disciplined Global Equity Fund (formerly, State Street Global Managed Volatility Fund)
State Street Equity 500 Index II Portfolio
State Street Aggregate Bond Index Portfolio
State Street Global Equity ex-U.S. Index Portfolio
State Street Hedged International Developed Equity Index
State Street Small/Mid Cap Equity Index Portfolio
State Street Small/Mid Cap Equity Index Fund
State Street Emerging Markets Equity Index Fund
State Street Global Value Spotlight Fund
State Street International Value Spotlight Fund
State Street European Value Spotlight Fund
State Street Asia Pacific Value Spotlight Fund
State Street U.S. Value Spotlight Fund
State Street Disciplined International Equity Fund
State Street Disciplined U.S. Equity Fund
State Street MSCI Canada Index Fund
State Street MSCI Japan Index Fund
State Street MSCI Pacific ex Japan Index Fund
State Street MSCI Europe Index Fund
State Street Treasury Obligations Money Market Fund
2
State Street Master Funds
State Street Equity 500 Index Portfolio
State Street Money Market Portfolio
State Street U.S. Government Money Market Portfolio
State Street Treasury Money Market Portfolio
State Street Treasury Plus Money Market Portfolio
State Street International Developed Equity Index Portfolio
SSGA Funds
SSGA High Yield Bond Fund
SSGA Dynamic Small Cap Fund
SSGA Enhanced Small Cap Fund
State Street Disciplined Emerging Markets Equity Fund (formerly, SSGA Emerging Markets Fund)
SSGA International Stock Selection Fund
SSGA S&P 500 Index Fund
[REDACTED]
3
Ex. 28(h)(2)(i)
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
August 17, 2017
Re: SSGA Funds Management Sub-Administration Agreement Additional Fund/Series
Ladies and Gentlemen:
Reference is made to the Sub-Administration Agreement between State Street Bank and Trust Company (the Sub-Administrator) and SSGA Funds Management, Inc. (the Administrator) dated June 1, 2015 (the Agreement).
In accordance with Section 1, of the Agreement, the Administrator hereby requests that the Sub-Administrator act as Sub-Administrator for the new Fund listed below under the terms of the Agreement. In connection with such request, the Administrator hereby confirms to the Sub-Administrator, as of the date hereof, its representations and warranties set forth in Section 4 of the Agreement. The previous Schedule A is hereby deleted and replaced with the attached Schedule A.
New Fund:
State Street Institutional Investment Trust
Fund |
Effective Date |
|
State Street Treasury Obligations Money Market Fund | August 21, 2017 |
Please indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records.
Sincerely, | ||||
SSGA FUNDS MANAGEMENT, INC. | ||||
By: | /s/ Ellen M. Needham | |||
Name: | Ellen M. Needham | |||
Title: | President, Duly Authorized |
Agreed and Accepted: | ||
STATE STREET BANK AND TRUST COMPANY |
By: |
|
|
Name: | ||
Title: |
Effective Date: |
SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Fund(s)
State Street Institutional Investment Trust
State Street Equity 500 Index Fund
State Street Aggregate Bond Index Fund
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
State Street Global Equity ex-U.S. Index Fund
State Street Global Equity ex-U.S. Index Portfolio
State Street Target Retirement 2015 Fund
State Street Target Retirement 2020 Fund
State Street Target Retirement 2025 Fund
State Street Target Retirement 2030 Fund
State Street Target Retirement 2035 Fund
State Street Target Retirement 2040 Fund
State Street Target Retirement 2045 Fund
State Street Target Retirement 2050 Fund
State Street Target Retirement 2055 Fund
State Street Target Retirement 2060 Fund
State Street Target Retirement Fund
State Street Disciplined Global Equity Fund (formerly, State Street Global Managed Volatility Fund)
State Street Equity 500 Index II Portfolio
State Street Aggregate Bond Index Portfolio
State Street Hedged International Developed Equity Index
State Street Small/Mid Cap Equity Index Portfolio
State Street Small/Mid Cap Equity Index Fund
State Street Emerging Markets Equity Index Fund
State Street Global Value Spotlight Fund
State Street International Value Spotlight Fund
State Street European Value Spotlight Fund
State Street Asia Pacific Value Spotlight Fund
State Street Disciplined International Equity Fund
State Street Disciplined U.S. Equity Fund
State Street MSCI Canada Index Fund
State Street MSCI Japan Index Fund
State Street MSCI Pacific ex Japan Index Fund
State Street MSCI Europe Index Fund
State Street Treasury Obligations Money Market Fund
2
State Street Master Funds
State Street Equity 500 Index Portfolio
State Street Money Market Portfolio
State Street U.S. Government Money Market Portfolio
State Street Treasury Money Market Portfolio
State Street Treasury Plus Money Market Portfolio
State Street International Developed Equity Index Portfolio
SSGA Funds
SSGA High Yield Bond Fund
SSGA Dynamic Small Cap Fund
SSGA Enhanced Small Cap Fund
State Street Disciplined Emerging Markets Equity Fund (formerly, SSGA Emerging Markets Fund)
SSGA International Stock Selection Fund
SSGA S&P 500 Index Fund
[REDACTED]
3
Ex. 28(h)(10)
MASTER FEEDER PARTICIPATION AGREEMENT
BETWEEN
STATE STREET INSTITUTIONAL INVESTMENT TRUST
AND
STATE STREET MASTER FUNDS
DATED AS OF AUGUST 21, 2017
THIS MASTER FEEDER PARTICIPATION AGREEMENT (Agreement) is made and entered into as of the 21 st day of August, 2017 by and between State Street Institutional Investment Trust (the Registrant), on behalf of its series, State Street Treasury Obligations Money Market Fund (the Feeder Fund), and State Street Master Funds (the Trust), a trust organized under the laws of the Commonwealth of Massachusetts, on behalf of its series, State Street Treasury Plus Money Market Portfolio (the Master Portfolio).
WITNESSETH
WHEREAS , the Registrant and the Trust 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; and
WHEREAS , the Feeder Fund desires to invest all of 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 Interest). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolios registration statement on Form N-1A, as it may be amended from time to time (the Master Portfolios Registration Statement). The Feeder Funds aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolios Registration Statement.
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1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Funds custodian to deliver all of the assets held by such custodian to the Master Portfolios custodian. The Master Portfolios custodian shall acknowledge its acceptance of the assets. Each party shall deliver to each other party 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 Feeder Fund represents and warrants to the Master Portfolio, at and as of all times during the term of this Agreement, that:
(a) The Feeder Fund is a series of the Registrant, 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 its Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Feeder Fund, the performance by the Feeder Fund 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 of 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, as amended (the 1934 Act), and 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 the offering and sale of its shares, any meetings of or actions by 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 U.S. Securities and Exchange Commission (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.
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(f) The Feeder Fund has duly registered as an open-end management investment company under the 1940 Act and the Feeder Fund and has taken all necessary action to effect the registration or qualification of its shares or the offering and sale of its shares under the 1933 Act and under the laws of 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 offering and sale of interests in the Master Portfolio (the Interests) has 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.
(h) The Feeder Fund acknowledges that it has received copies of the Master Portfolios Registration Statement and of the Master Portfolios Agreement and Declaration of Trust and By-Laws, each as amended. 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 Master Portfolios Registration Statement (including exhibits thereto), 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 Master Portfolios Registration Statement have been made to the Feeder Fund by the Master Portfolio.
(k) The Feeder Fund has in force an errors and omissions policy covering losses for negligent and wrongful acts in a commercially reasonable amount provided that such insurance may be joint with other entities and the coverage may apply in the aggregate to all insureds, and a fidelity bond in an amount consistent with the requirements of the 1940 Act.
(l) 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.
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2.2 The Master Portfolio represents and warrants to the Feeder Fund, at and as of all times during the term of this Agreement, that:
(a) The Master Portfolio is a series of the State Street Master Funds, 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 Master Portfolio and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Master Portfolio by its Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by the Master Portfolio, the performance by the Master Portfolio of its obligations hereunder and the consummation by the Master Portfolio of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Master Portfolio and constitutes a legal, valid and binding obligation of the Master Portfolio, enforceable against it in accordance with its terms.
(c) The issuance by the Master Portfolio of 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 Master Portfolio. 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, except as provided in the Master Trusts registration statement under the 1940 Act.
(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 or actions by its investors and its registration as an investment company. The SEC Filings of the Trust with respect to the Master Portfolio 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.
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III
COVENANTS
3.1 The Registrant on behalf of the Feeder Fund covenants that:
(a) Except as otherwise permitted under Section 12(d)(1)(E) of the 1940 Act, or interpretations, orders or no-action positions issued by the SEC or its staff, as the case may be, the Feeder Fund will own no investment security other than Interests 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 either (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking voting instructions from shareholders regarding such matters and vote the Feeder Funds Interests only in accordance with such instructions, or (ii) vote the Feeder Funds Interests in the same proportion as the vote of all other holders of Interests. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably agreed upon between the Feeder Fund and the Master Portfolio.
(c) The Feeder Fund will furnish the Master Portfolio, at least twenty (20) business days prior to filing or first use, as the case may be, with drafts of its registration statement on Form N-1A and any prospectus supplements or amendments thereto 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 five (5) 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 Master Portfolio agrees to provide comments on such materials, if any, on a timely basis as agreed by the parties. 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 or its counsel with respect to disclosure concerning the Master Portfolio. 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 in such documents. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent.
(d) The Registrant shall comply in all material respects with all applicable laws, rules, and regulations in connection with the operations of the Feeder Fund as a registered investment company, including, but not limited to, the requirements of the Bank Secrecy Act and the USA PATRIOT ACT of 2001, and their implementing rules and regulations, and the requirements of the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury (collectively, the AML Laws). The Registrant on behalf of the Feeder Fund shall provide such documentation as shall be reasonably requested by the Master Portfolio that demonstrates the compliance of the Feeder Fund, or its service providers on its behalf, as the case may be, with the AML Laws.
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(e) The Feeder Fund agrees to notify the Master Portfolio 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 Master Portfolio may reasonably request.
(f) The Feeder Fund agrees to provide the Master Portfolio with such information about participants or investors in the Feeder Fund in a manner sufficient to enable the Master Portfolio to satisfy its obligations under Rule 2a-7 under the 1940 Act. The form, content and frequency with which such information is to be provided shall be agreed upon by the parties.
3.2 Indemnification by Feeder Fund.
(a) The Feeder Fund will indemnify and hold harmless the Master Portfolio, and the Trust and its trustees, officers and employees, and each of them, 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) that
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (x) any registration statement, any prospectus, or in either case any amendment thereof or supplement thereto; (y) any advertisement or sales literature; or (z) any other document or publication filed, created, published or otherwise disseminated by or with respect to the Feeder Fund, or arise out of or are based upon the omission or alleged omission to state in any material covered by forgoing clauses (x), (y) and (z) 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; or
(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 Feeder Fund, 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 acceptable to the Covered Person or Covered Persons in
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question. 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) 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 and shall bear the fees and expenses of counsel to any such Covered Person or Covered Persons. The Feeder Fund shall not be liable to indemnify any Covered Person for any settlement of any claim affected without the Feeder Funds 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. The remedies provided in this Agreement shall not be exclusive of, and shall be in addition to, any remedies otherwise available to a Covered Person.
3.3 The Trust on behalf of the Master Portfolio covenants that:
(a) The Trust shall promptly provide all signature pages required for inclusion in any SEC Filings of the Feeder Fund, provided that the Feeder Fund is in compliance with its covenants and obligations under this Agreement and that such SEC filings are provided to the Trust as soon as reasonably practicable prior to the filing date (and in any case no later than the timeframe specified in Section 3.1(c) of this Agreement). The Feeder Fund acknowledges that the provision of such signature pages does not constitute a representation, acknowledgment, or agreement that such SEC Filing complies with the Securities Laws or does not contain any untrue statement of a material fact or does not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(b) The Trust shall furnish to the Feeder Fund, at least five (5) business days prior to filing, any amendments to its registration statement on Form N-1A that relate to the Master Portfolio, unless provision of such amendments is impracticable under the circumstances, in which case it shall be provided as soon as reasonably practicable. The Trust shall provide the Feeder Fund with reasonable advance written notice of (1) any change in the Master Portfolios investment objective, (2) any material changes in the Master Portfolios investment policies or activities, (3) any material increase in the Master Portfolios fees and expenses including as a result of the termination or change of any expense waiver or reimbursement agreement, (4) any change in the Master Portfolios fiscal year end, or (5) any change in the time for calculating the net asset value of the Master Portfolio. The Trust shall provide the Feeder Fund with notice of any change in the Trusts registered public accountants as soon as reasonably practicable.
(c) The Master Portfolio has qualified and will continue to qualify to be taxable as a partnership under the Internal Revenue Code for federal income tax purposes for all periods during which this Agreement is in effect. The Master Portfolio satisfies and will continue to satisfy (i) the income test imposed on regulated investment companies under Section 851(b)(2) of the Code, and (ii) the diversification test imposed on regulated investment companies under Section 851(b)(3) of the Code as if such sections applied to it for so long as this Agreement remains in effect.
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(d) The Master Portfolio shall at all times effect redemptions of Interests in accordance with the 1940 Act and the rules and regulations thereunder, the Master Portfolios Registration Statement and the organizational documents of the Trust. Redemption requests, other than a withdrawal of the Feeder Funds entire investment in the Master Portfolio, typically will be effected in cash, but the Trust reserves the right to make redemptions of securities in kind or in a combination of cash and in kind as described in the Master Portfolios Registration Statement.
(e) The Master Portfolio, or its designee, shall notify the Feeder Fund, or its designee, of the Master Portfolios net asset value (NAV) and the Feeder Funds pro rata portion of income, expenses, and realized and unrealized gains and losses of the Master Portfolio for that business day by 6:00 pm EST on a best effort basis.
(f) The Master Portfolio has complied and will continue to comply in all respects with the provisions of Rule 2a-7 under the 1940 Act and has adopted written procedures in accordance with that rule. The Master Portfolio shall provide such certifications and information, in such form and for periods as is agreed to by the parties, to demonstrate the Master Portfolios compliance with the provisions of Rule 2a-7, but in no case will the provision of such materials occur before the Trusts Board of Trustees has received the information contained in such materials. To the extent that Rule 2a-7 requires reporting of any extraordinary event to the Board of Trustees of the Master Portfolio, the Master Portfolio shall provide notice of such event to the Feeder Fund as soon as reasonably practicable after notice is provided to the Board of Trustees of the Trust.
(g) The Master Portfolio agrees to notify the Feeder Fund promptly if there is any material change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Feeder Fund may reasonably request.
3.4 Each party covenants that it will cooperate with the other to provide any such information as may be requested by the other (i) during the course of an SEC or other regulatory exam, (ii) to complete its year-end audit, or (iii) to complete any SEC Filings, as previously defined.
3.5 Allocation of Losses.
(a) If the indemnification provided for in Section 3.2 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 Feeder Fund 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 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.
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(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 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 and the parties relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
(c) The Feeder Fund agrees that it would not be just and equitable if contribution pursuant to this Section 3.5 were determined by any method of allocation which does not take account of the equitable considerations referred to above in this Section 3.5. The aggregate amount of losses, claims, demands, damages, liabilities, and expenses incurred by a Covered Person and referred to above in this Section 3.5 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.
IV
ADDITIONAL AGREEMENTS
4.1 Each party agrees that it shall hold in strict confidence all data and 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 Funds or Master Portfolios 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 Registrant upon ten (10) business days notice to the Trust.
(b) This Agreement may be terminated at any time by the Registrant by withdrawing all of the Feeder Funds Interest in the Master Portfolio.
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(c) This Agreement may be terminated on not less than sixty (60) days prior written notice by the Trust to the Registrant.
(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 may have a material adverse impact on the terminating party.
(e) The indemnification 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.
5.3 The Master Portfolio reserves the right to refuse or decline to issue Interests at any time.
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 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
100 Summer Street, Mailstop: SUM 0703
Boston, MA 02111
Attn: Jesse Hallee
If to the Master Portfolio:
State Street Master Funds
c/o State Street Bank and Trust Company
100 Summer Street, Mailstop: SUM 0703
Boston, MA 02111
Attn: Jesse Hallee
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.
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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. As used herein, the term assignment shall have the meaning ascribed thereto in the 1940 Act.
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. Without limiting the generality of the foregoing, no shareholder of the Feeder Fund shall have any rights under, or shall have any right to enforce any provision of this Agreement, whether under a third party beneficiary legal theory or otherwise.
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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 arms length agreements.
6.11 Each party expressly acknowledges the provision in the Declaration of Trust of the Registrant and the Agreement and Declaration of Trust of the Trust limiting the personal liability of shareholders and the officers and trustees of the Registrant and Trust, respectively.
6.12 The parties hereto agree and acknowledge that (a) the Registrant 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 Trust 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 Agreement and 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 Agreement and 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 | ||
/s/ Bruce S. Rosenberg | ||
By: Bruce S. Rosenberg | ||
Its: Treasurer |
STATE STREET MASTER FUNDS | ||
/s/ Ellen M. Needham | ||
By: Ellen M. Needham | ||
Its: President |
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Ex. (28)(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the caption Financial Highlights in each Prospectus of State Street Aggregate Bond Index Fund, State Street Aggregate Bond Index Portfolio, State Street Emerging Markets Equity Index Fund, State Street Equity 500 Index Fund, State Street Equity 500 Index II Portfolio, State Street Global Equity ex-U.S. Index Fund, State Street Global ex-U.S. Index Portfolio, State Street Hedged International Developed Equity Index Fund, State Street Institutional Liquid Reserves 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 International Developed Equity Index Fund, State Street Small/Mid Cap Equity Index Fund, State Street Small/Mid Cap Equity Index Portfolio, State Street Target Retirement Fund, State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Disciplined Global Equity Fund, State Street Disciplined U.S. Equity Fund, State Street Disciplined International Equity Fund, State Street Global Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund, State Street European Value Spotlight Fund, State Street U.S. Value Spotlight Fund, State Street International Value Spotlight Fund, State Street Treasury Obligations Money Market Fund, State Street Cash Reserves Fund, State Street Cash Reserves Portfolio, State Street Conservative Income Fund, State Street Conservative Income Portfolio, State Street Ultra Short Term Bond Fund, State Street Ultra Short Term Bond Portfolio and Neuberger Berman Money Fund, and Counsel and Independent Registered Public Accounting Firm in each Statement of Additional Information in Post-Effective Amendment No. 253 to the Registration Statement (Form N-1A, No. 333-30810) of State Street Institutional Investment Trust.
We also consent to the incorporation by reference of our reports, dated February 28, 2018, with respect to the financial statements of State Street Aggregate Bond Index Fund, State Street Aggregate Bond Index Portfolio, State Street Emerging Markets Equity Index Fund, State Street Equity 500 Index Fund, State Street Equity 500 Index II Portfolio, State Street Global Equity ex-U.S. Index Fund, State Street Global Equity ex-U.S. Index Portfolio, State Street Hedged International Developed Equity Index Fund, State Street Institutional Liquid Reserves 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 Small/Mid Cap Equity Index Fund, State Street Small/Mid Cap Equity Index Portfolio, State Street Target Retirement Fund, State Street Target Retirement 2015 Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Disciplined Global Equity Fund, State Street Disciplined U.S. Equity Fund, State Street Disciplined International Equity Fund, State Street Global Value Spotlight Fund, State Street Asia Pacific Value Spotlight Fund, State Street European Value Spotlight Fund, State Street U.S. Value Spotlight Fund, State Street International Value Spotlight Fund and State Street Treasury Obligations Money Market Fund, included in the Annual Shareholder Report of State Street Institutional Investment Trust for the year or periods ended December 31, 2017.
/s/ Ernst & Young LLP |
Boston, Massachusetts
April 25, 2018
Exhibit (p)(1)
State Street Global Advisors Code of Ethics
Effective: December 8, 2017
State Street Global Advisors Code of Ethics
Table of Contents
Overview |
3 | |||
Covered Person Classifications |
4 | |||
Code of Ethics Rule Summary |
5 | |||
Statement of General Fiduciary Principles |
6 | |||
Related Policies and Procedures |
6 | |||
General Requirements |
7 | |||
Personal Trading Requirements Accounts and Holdings |
7 | |||
Reportable Accounts Guide |
10 | |||
Personal Trading Requirements Transactions |
12 | |||
Pre-Clearance Guide | Exempted Transactions |
15 | |||
Personal Trading Requirements Pre-Clearance |
16 | |||
Administration and Enforcement of the Code of Ethics |
18 | |||
Appendices | ||||
Appendix A Terms and Definitions |
19 | |||
Appendix B Beneficial Ownership of Accounts and Securities |
21 | |||
Appendix C Guide: Requirements by Security Types |
23 | |||
Appendix D SSGA Legal Entities and Locations |
25 | |||
Appendix E Country Specific Requirements |
27 | |||
Appendix F Contacts |
33 | |||
Appendix G Code of Ethics Reporting Requirements |
34 | |||
Appendix H Code of Ethics FAQs |
35 |
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
* | This excludes registered investment companies for which SSGA FM serves as sub-adviser. |
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
Covered Persons Classifications
As a Covered Person, you are part of one of three different groups. The groups are: Access Person, Investment Personnel, and Non-Access Person. Your group classification is determined based on your role at SSGA. The Ethics Office will notify you of your classification. Your classification may change as your role within SSGA changes. It is your responsibility to notify the Ethics Office if your role changes.
Access Person is the group to which most Covered Persons are classified. Access Persons are those Covered Persons who:
| as part of their regular functions or duties have access to nonpublic information about a clients holdings, or a clients decision to purchase or sell securities; have access to nonpublic information about SSGA portfolio holdings; or manage or are managed by employees who execute these functions; |
| are officers of the funds; or |
| have been designated as Access Persons by SSGAs CCO, the Ethics Office or their designee(s). |
Investment Personnel are Covered Persons who are responsible for a component of the management of investments for our clients. Investment Personnel are those Covered Persons who:
| as part of their regular functions or duties, make investment recommendations or decisions; participate in making investment recommendations or decisions; are responsible for day-to-day management of a portfolio; have knowledge of investment decisions under consideration; execute trades; analyze and research securities; or manage or are managed by employees who execute those functions; or |
| other persons designated as Investment Personnel by SSGAs CCO, the Ethics Office or their designee(s). |
Non-Access Persons are Covered Persons who are not categorized as Access Persons or Investment Personnel.
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
Code of Ethics Rule Summary
Refer to the list below to understand which rules apply to you based on your Covered Person Classification. Read the full text of the Code of Ethics to fully understand the requirements and prohibitions, as well as any exceptions to these rules.
All Covered Persons
Required
| Ensure compliance with the Code on the part of your spouse, domestic partner or other covered persons |
| Comply with applicable securities laws [p. 7] |
| Acknowledge the Code of Ethics when you become a Covered Person and annually thereafter [p. 7] |
| Report accounts and holdings when you become a Covered Person and annually thereafter [p. 7] |
| Report or confirm transactions quarterly [p. 12] |
| Maintain accounts at Approved Brokers if required in your region [p. 9] |
| Provide duplicate statements and confirms to Ethics Office [p. 8] |
| Report any actual, attempted, or suspected violation of this policy as soon as you are aware of it [p. 7] |
| Contact the Ethics Office for any exemption or exception to this Code of Ethics |
| Understand if and how the State Street Securities Trading Policy applies to you [p. 14] |
Prohibited
| Do not trade excessively [p. 12] |
| Do not sell securities short [p. 13] |
| Do not trade options or futures or engage in spread-betting [p. 13] |
| Do not participate in Initial Public Offerings [p. 13] |
| Do not participate in investment clubs and investment contests without Ethics Office approval [p. 13] |
Access Persons (Including all rules above)
Required
| Pre-Clear trades in Covered Securities [p. 16] |
Prohibited
| Do not sell or dispose of positions in Covered Securities that have been held for less than 60 days [p. 14] |
| Do not personally trade Covered Securities when there is a pending order on the Aladdin system for a client portfolio or fund for the same or similar security (Open Order Rule for Legacy GE Asset Management) [p. 17] |
Investment Professionals (Including all rules above)
Prohibited
| Do not personally trade Covered Securities when there is an open order on any trading desk for a client portfolio or fund for the same or similar security (Open Order Rule) [p. 17] |
| Do not personally trade Covered Securities within seven days (before or after) of a trade in the same or equivalent security in a client portfolio to which you are associated (Blackout Period) [p. 17] |
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
Statement of General Fiduciary Principles
SSGA, its subsidiaries and affiliates, and the officers of the Funds owe a fiduciary duty to their advisory clients (including the Funds) and are subject to certain laws and regulations governing personal securities trading. As a Covered Person, you have an obligation to adhere to the following principles:
At all times, avoid placing your personal interest ahead of the interests of the clients of the Advisors;
Avoid actual and potential conflicts of interests between personal activities and the activities of the Advisors clients;
Do not misappropriate investment opportunities from clients;
Do not employ or engage in any device, scheme, artifice, act, course of business, or manipulative practice to defraud the Fund; and
Do not make untrue or misleading statements that defraud the Fund.
As such, your personal financial transactions and related activities, along with those of your family members must be conducted consistently with this Code to avoid any actual or potential conflicts of interest with the Advisors clients or abuse of your position of trust and responsibility.
When making personal investment decisions you must ensure that you do not violate this Code. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws. The Code sets forth procedures and limitations that govern the personal securities transactions of every Covered Person.
It is not possible for this Code to address every situation involving the personal trading of Covered Persons. The Ethics Office is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases placing the Advisors clients interests first.
|
Related Policies and Procedures
All employees of SSGA are required to comply with the following key policies and procedures. They set forth ethical standards required of all SSGA personnel. This is not an exhaustive list of State Street or SSGA Policies or Procedures to which employees are subject.
State Street Corporate Policies and Procedures
Standard of Conduct
Gifts and Entertainment Policy
Political Contributions and Activities Policy
Outside Activities Policy
Conflict of Interest Policy
Anti-Corruption and Bribery Policy
Conduct Standards Policy
Mobile Communications Device Policy
SSGA Policies and Procedures
Insider Information/Information Barriers Policy and Procedure
SSGA Violation Enforcement Procedure
SSGA Global Conflicts of Interest Procedure
Note: Policies and related procedures/guidance may be revised from time to time. Find the most up-to-date policies on the intranet. |
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
Requirements of the Code
General Requirements
Applicable to All Covered Persons
001. Comply with Applicable Securities Laws
As a Covered Person, you must comply with securities laws and firm-wide policies and procedures, including this Code of Ethics. Securities laws include the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under these statutes, the Bank Secrecy Act and rules adopted there under by the SEC or the Department of the Treasury. Covered Persons outside the US may be subject to additional country-specific requirements and securities laws, which are included in Appendix E. |
|
002. | Report Violations |
Covered Persons are required to promptly report any violation of the Code, whether their own or another individuals, to the Ethics Office. Alternatively, you may contact the Senior Compliance Officer in your region, the CCO, or, to report anonymously, The Network (see Appendix F. for contact information).
Nothing in the Code is intended to or should be understood to prohibit or otherwise discourage certain disclosures of confidential information protected by whistleblower laws to appropriate government authorities. State Street will not tolerate any discipline or other retaliation against employees who properly make such legally-protected disclosures.
This language does not apply to Covered Persons in France and Italy. Please see Appendix E.
003. Certify Receipt and Compliance with the Code
Initial Certification (New Covered Person)
Within 10 calendar days of becoming subject to the Code, each new Covered Person must certify in writing that they (i) have read, understand, and will comply with the Code, (ii) will promptly report violations or possible violations, and (iii) recognize that an instance of non-compliance with the Code may be grounds for action under the State Street Compliance Conduct Standards Policy . |
|
|
Annual Certification (All Covered Persons)
Each Covered Person is required to certify annually in writing that they (i) have read and understand the Code, (ii) have complied with the Code during the course of their association with the Advisor; (iii) will continue to comply with the Code in the future; (iv) will promptly report violations or possible violations (iv) recognize that an instance of non-compliance with the Code may be grounds for action under the State Street Conduct Standards Policy.
Personal Trading Requirements Accounts and Holdings
Applicable to All Covered Persons
You must disclose all Reportable Accounts (as defined on page 10) when you become a Covered Person and continue to make accurate and timely account and holding reports. If you are an employee in the US, you must maintain your account(s) with an Approved Broker. Employees in other regions are encouraged to maintain accounts with Preferred Brokers where available. All Covered Persons must ensure the Ethics Office receives timely and accurate reporting from your broker.
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
004. | File Initial and Annual Holding Reports |
Covered Persons must file initial and annual holdings reports (Holdings Reports) in StarCompliance as follows:
a. | Content of Holdings Reports |
i. | The name of any broker, dealer or bank with whom the Covered Person maintained a Reportable Account. Please note that all Reportable Accounts (see page 10) must be reported in StarCompliance. |
ii. | The title, number of shares and principal amount of each Covered Security. |
b. | Timing of Holdings Reports |
i. | Initial Report No later than 10 calendar days after becoming a Covered Person. The information must be current as of a date no more than 45 days prior to the date the Covered Person became an Access Person, Investment Person, or Non-Access Person. |
ii. | Annual Report Annually, within 30 calendar days following calendar year end and the information must be current as of a date no more than 45 calendar days prior to the date the report is submitted. |
c. | Exceptions from Holdings Report Requirements |
i. | Holdings in securities which are not Covered Securities are not required to be included in Holdings Reports (please see Appendix C.). |
Any Reportable Accounts opened during the Covered Persons employment or engagement with SSGA must also be immediately disclosed in StarCompliance regardless of whether there is any activity in the account. Any Reportable Accounts newly associated with a Covered Person, through marriage, gift, inheritance, or any other life event, must be disclosed within 30 days of the event.
005. | Provide Duplicate Statements and Confirms |
Each Covered Person is responsible for ensuring the Ethics Office receives timely reporting for their Reportable Accounts holdings, (as well as timely reporting for transactions of Covered Securities within the Reportable Account). This applies to any Reportable Accounts (including Fully Managed Accounts) active during the Covered Persons employment or engagement with SSGA. Covered Persons must ensure that on a regular basis the Ethics Office or their designee(s) receivesaccount statements (e.g. monthly, quarterly statements) listing all transactions for the reporting period.
The Covered Person can accomplish this one of three ways:
a. | Request that their broker-dealer, trust account manager, or other entity through which they have a Reportable Account (collectively, Brokers for purposes of this section), sends statements and trade confirmations (in paper and/or electronic form) directly to the Ethics Office. |
b. | Maintain Reportable Accounts at Approved Brokers (or Preferred Brokers for employees based in non U.S. jurisdictions) when possible. Approved Brokers and Preferred Brokers send electronic feeds to the Ethics Office; Covered Persons are not required to provide paper-based reporting for accounts with Approved Brokers or Preferred Brokers. However, it is the responsibility of the Covered Person to verify the accuracy of these feeds through Quarterly Transaction Reports and Annual Holdings Reports. Employees in the US, with limited exceptions, are required to maintain their accounts at Approved Brokers. (See Section 006.) |
c. | For accounts not on an electronic feed, the Covered Person must supply the Ethics Office or their designee(s) with required duplicate documents. Please see Appendix E. for regional requirements. |
Information Classification: Limited Access | ||
8 ●
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State Street Global Advisors Code of Ethics
006. | Maintain Accounts with Approved Brokers (US Employees only) or Preferred Brokers (Non-US employees) |
Covered Persons must maintain accounts with Approved Brokers or Preferred Brokers if required in their region. Please refer here: Link to Broker List, Guidance and FAQs for regional requirements and for a list of Approved Brokers. The Approved Brokers provide both the holdings and transaction activity in each account through an electronic feed into StarCompliance.
The categorical exemptions to the Approved Broker and Preferred Broker requirement are:
a. | Accounts approved by the Ethics Office as Fully Managed Accounts (also known as Discretionary Accounts. See Appendix A.) |
b. | Accounts that are part of a former employers retirement plan (such as a 401(k)); or accounts that are part of a spouses or other Covered family members retirement plan at their employer. |
c. | Employees who are not U.S. citizens and are working in the U.S. on an ex-pat assignment or whose status is non-permanent resident. |
d. | Securities held in physical form. |
e. | Securities restricted from transfer. |
f. | Accounts held by employees, or any Covered Persons, in countries outside the region where they are currently assigned, which are not eligible for transfer to an Approved Broker in that region. |
To apply for an exception to maintain an account outside of an Approved Broker, contact the Ethics Office at ethics@statestreet.com .
Please see Appendix E for additional regional requirements.
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
Reportable Accounts Guide
To determine whether an account is a Reportable Account, determine who owns or benefits from the account and what types of investments the account can hold. If you have a beneficial interest in an account and the account can hold Covered Securities, it is likely a reportable account.
|
No Reporting Required
Checking and savings accounts holding only cash
Government-subsidized pension saving products
Pension Accounts established under the Hong Kong regulation or Singapore Regulation with no capacity to invest in Covered Securities
Savings Plans within the course of company pension schemes which only allow unaffiliated open-end mutual funds
Educational Savings Plans which only allow unaffiliated open-end mutual funds
Other Registered Commingled Funds (such as IRC 529 Plans in the U.S.)
When in doubt, contact the Ethics Office
ethics@statestreet.com |
|
What is a Beneficially Owned Account?
A Beneficially Owned Account is:
An account where the Covered Person enjoys the benefits of ownership (even if title is held in another name); and/or
An account where the Covered Person either directly or indirectly, has investment control or the power to vote or influence the transaction decisions of the account.
An account under direct or indirect influence or control of the Covered Person.
Generally, an individual is considered to be a beneficial owner of accounts or securities when the individual has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that an individual has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:
Accounts and securities held by immediate family members sharing the same household;
Securities held in trust (certain restrictions may apply, see Appendix C. for more details); and
A right to acquire Covered Securities through the exercise or conversion of any derivative security, whether or not presently exercisable
What are Covered Securities?
For a complete list of Covered Securities, see Appendix C. Some of the most common types are listed below.
Stocks, including State Street Corp. (STT) |
Information Classification: Limited Access | ||
10 ●
|
State Street Global Advisors Code of Ethics
| Exchange-traded funds (ETFs) |
| Exchange-traded notes (ETNs) |
| Open-ended mutual funds advised by SSGA |
| Municipal and Corporate bonds |
Do I Have to Report this Account?
Common Reportable Account Types
The list of account types below is not all-inclusive. Consult the Ethics Office if you have questions about whether an account is a Reportable Account.
Brokerage Account
All brokerage accounts are reportable, including but not limited to retirement, non-retirement accounts, IRAs, RRSPs, UTMA and UGMA accounts. For further definition see Appendix A.
Employee Incentive Awards Deposit Account Provided by SSGA
Accounts which are provided to employees into which their Employee Incentive Awards are deposited are reportable |
Practical Examples of Beneficial Ownership
See Appendix B for a more detailed discussion of Beneficial Ownership. For the purposes of this sidebar, you includes you, your spouse or domestic partner, or anyone else in your household who would be covered by the Code of Ethics, as discussed on page 4.
UGMA/UTMA Accounts
If you are the custodian of an UGMA/UTMA account for a minor, and one or both of you is a parent of the minor, you are a beneficial owner. If you are the beneficiary of an UGMA/UTMA and is of majority age, you are a beneficial owner.
Education Accounts
If you are the custodian of a 529 College Savings Plan, Education Savings Account (ESA), or Coverdell IRA, you are a beneficial owner.
Trusts
If you are a trustee or the settlor of the trust who can independently revoke the trust and participate in making investment decisions for the trust, you are a beneficial owner.
If you are a beneficiary of the trust but have no investment control, the account is beneficially owned as of the date the trust is distributed, not before. |
|
Employee Stock Ownership and Purchase Plans (ESOPs/ESPPs)
*Employer-sponsored Retirement Plans that invest/hold Covered Securities
Employer-sponsored retirement plans and accounts globally in which the employee/participant invests in or transacts in Covered Securities are reportable. Please see Appendix H. Code of Ethics FAQs for further clarification on Reportable Retirement Plans. |
Investment Powers over an Account
If you have any form of investment control, such as trading authorization or power of attorney, the account is beneficially owned as of the date you are able to direct or participate in the trading decisions. |
Information Classification: Limited Access | ||
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State Street Global Advisors Code of Ethics
Personal Trading Requirements Transactions
Applicable to All Covered Persons
The Code of Ethics requires quarterly reporting of all Covered Transactions and imposes restrictions on certain types of transactions.
007. | Filing Quarterly Transaction Reports |
Each Covered Person is required to submit a quarterly transaction report for and certify to transactions during the calendar quarter in all Covered Securities. Each Covered Person shall also certify that the Reportable Accounts listed in the transaction report are the only Reportable Accounts in which Covered Securities were traded during the quarter for their direct or indirect benefit. For the purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans or accounts approved by the Ethics Office as Fully Managed Accounts need not be reported.
Covered Persons must file quarterly transaction reports (Transaction Reports) in StarCompliance as follows:
a. | Content of Quarterly Transactions Report For Transactions in Covered Securities |
i. | The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved; |
ii. | The nature of the transaction, (i.e., purchase, sale, or any other type of acquisition or disposition); |
iii. | The price of the Covered Security at which the transaction was effected; |
iv. | The name of the broker, dealer or bank with or through which the transaction was effected; and |
v. | The date the report was submitted by the Covered Person. |
b. | Content of Quarterly Transactions Report For Newly Established Reportable Accounts reported in StarCompliance Holding ANY Securities (provided there were transactions during the quarter) |
i. | The name of the broker, dealer, or bank with whom the Covered Person established the account; |
ii. | The date the account was established; and |
iii. | The date the report was submitted by the Covered Person. |
c. | Timing of Transactions Report |
i. | No later than 30 calendar days after the end of the calendar quarter. |
d. | Exception from Transactions Report Requirements |
i. | Transactions effected pursuant to an Automatic Investment Plan as well as transactions in securities which are not Covered Securities, |
ii. | transactions effected in accounts which are not Reportable accounts, are not required to be included in the Quarterly Transaction Report (please see Appendix C.), and |
iii. | Transactions effected in a previously-approved Fully Managed Account. |
e. | Confirmation of Trades |
i. | Employees must confirm their transactions in StarCompliance after execution and before or simultaneously with their quarterly transaction certification. |
ii. | If an electronic feed has been set up for broker account (e.g. Fidelity account), the trading data will flow automatically to StarCompliance overnight, however, it is still the employees responsibility to maintain accurate data in StarCompliance and it is best practice to check whether electronic feeds were accurate by checking records in StarCompliance prior to quarterly certification. |
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f. | State Street Employee Incentive Stock Awards |
i. | STT employee incentive stock awards must be treated as covered securities. Employees receiving awards during a quarter should ensure any awards vested during the quarter are appropriately reflected in their holdings, and |
ii. | All employees must preclear any transactions in STT (note, STT employee incentive awards are not subject to the 60 day profit prohibition when they become vested). |
008. | Excessive Trading |
Excessive or inappropriate trading that interferes with job performance or compromises the duty that the Advisors owe to their clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Ethics Office and reported to the Executive Management Group (EMG) for review. A pattern of excessive trading may lead to action under the State Street Conduct Standards Policy.
009. | Futures, Options, Contracts for Difference, and Spread Betting |
Covered Persons are prohibited from buying or selling options and futures (other than employee stock options). Covered Persons are also prohibited from engaging in Contracts for Difference (CFDs) and spread betting.
010. | Shorting of Securities |
Covered Persons are prohibited from selling securities short.
011. | Initial Public Offerings |
Covered Persons are prohibited from acquiring securities through an allocation by an underwriter of an initial public offering (IPO). An exception may be considered for situations where the spouse/domestic partner/partner of an Covered Person (PACs) is eligible to acquire shares in an IPO of his/her employer with prior written disclosure to and written approval from the Ethics Office.
012. | Private Placements |
Covered Persons must obtain prior written approval from the Ethics Office before participating in a Private Placement or any other private securities transaction. To request prior approval, Covered Persons must provide the Ethics Office with a completed Private Placement Request form which is available on StarCompliance.
If the request is approved, the Covered Person must report the transaction on the next Quarterly Transaction Report and report the holding on the Annual Holdings Report. If the transaction has already been loaded to the Covered Persons Transaction report, Covered Person must confirm the transaction in the Quarterly Transacton Report.
Covered Persons may not invest in Private Placements if the opportunity to invest in that Private Placement could be considered a favor or gift designed to influence the Covered Persons judgment in the performance of his/her job duties or as compensation for services rendered to the issuer or if there are any other potential conflicts of interest with State Street business. In determining whether to grant prior written approval for any investment in a private placement, the Ethics Office will consider, among other things, whether it would be possible (and appropriate) to reserve that investment opportunity for one or more of Advisors clients, as well as whether the opportunity to invest in the Private Placement has been offered to the Covered Person as a gift, or as compensation for services rendered.
See Appendix A. for definition and Appendix E. for further regional definitions.
013. | Investment Clubs and Investment Contests |
Covered Persons must obtain prior written approval from the Ethics Office before participating in an Investment Club. The brokerage account(s) of the Investment Club are subject to the pre-clearance and reporting requirements of the Code. Participation in an Investment Club with other State Street employees may be subject to additional review.
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Covered Persons are prohibited from direct or indirect participation in an investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes, or winnings as a result of participation in such activities.
014. | Use of the Advisors Proprietary Information |
The Advisors investment recommendations and other proprietary information are for the exclusive use of the Advisors or Advisors clients. Covered Persons should not use the Advisors proprietary information for personal benefit. Any pattern of personal trading suggesting use of the Advisors proprietary information will be investigated. Any misuse or distribution in contravention of the Advisors policies regarding confidentiality, proprietary information or the State Street Standard of Conduct is prohibited.
Applicable to Access Persons and Investment Personnel
015. | Short-Term Trading |
All Access Persons and Investment Personnel are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security within sixty (60) calendar days. Transactions that result in a profit will be considered an instance of non-compliance and result in action under the State Street Conduct Standards Policy . Any profit amount shall be calculated by the Ethics Office or their designee(s), the calculation of which shall be binding. This provision does not apply to:
a. | Transactions in securities that are not Covered Securities such as money market funds (see Appendix C.); |
b. | Transactions in ETFs, except certain actively-managed SSGA ETFs (see Appendix C.); |
c. | Securities received as a gift or inheritance; |
d. | Involuntary actions such as vested employer stock awards, dividend reinvestments, or other corporate actions; |
e. | Transactions executed in Discretionary Accounts (also known as Fully Managed Accounts) that have been approved by the Ethics Office; or |
f. | Transactions effected through an Automatic Investment Plan, the details of which the Ethics Office has been notified in advance. |
Applicable to Targeted Covered Personnel
016. | State Street Securities |
Certain employees of the Advisors are subject to the State Street Securities Trading Policy as administered by the State Street Corporate Legal Department. Employees are notified that they are subject to this Policy and they must comply until notified otherwise. It is each employees responsibility to ensure that they have reported any Reportable Account holding State Street securities, and that they have reported in Star Compliance any vested State Street shares acquired through an employee incentive award.
During certain trading windows, employees may be permitted to exercise Employee Incentive Awards without being subject to the blackout and open order rule. However, these transactions remain subject to the pre-clearance and reporting requirements of the Code at all times. Employees will be notified when a trading window commences and terminates. During this period, all employees remain subject to the SSGA Inside Information/Information Barrier Policy and Procedure, as well as the Personal Trading in Securities section of the State Street Standard of Conduct.
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State Street Global Advisors Code of Ethics
Pre-Clearance
The Pre-Clearance requirement mitigates the risk of Covered Persons creating actual or perceived conflicts of interest with the trading activities made on behalf of SSGA clients. With limited exceptions, pre-clearance approval is required before you make any personal trades of Covered Securities.
It applies to all your Reportable Accounts, including those belonging to your spouse or other Covered family member. (See Appendix B.)
It applies to transactions in most types of securities, including transactions in State Street Corp. stock (STT). (See Appendix C.)
|
Exempted Transactions
Pre-clearance is not required for certain common transactions.
Automatic Investment Plans
Prior Notification to Ethics Office Required
Purchases or sales that are part of an Automatic Investment Plan where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance). These include dividend reinvestment plans, payroll and employer contributions to retirement plans, transactions in Employee Stock Ownership Programs (ESOPs) and similar services. Initiation of an Automatic Investment Plan must be disclosed to the Ethics Office or their designee(s) in advance.
Certain Exempt Covered Securities
Transaction(s) in Covered Securities for which the Ethics Office has determined pre-clearance is not required (see Appendix C.).
Discretionary Accounts (Fully Managed Accounts)
Prior Approval from Ethics Office Required
Subject to prior approval of the account from the Ethics Office, transactions made in a Discretionary Account. An account will not be deemed a Discretionary Account until the Ethics Office has approved the account as such.
Certain Educational Savings Plans
Transactions in educational savings plans which only allow unaffiliated open-end mutual funds, unit-investment trusts, or other registered commingled products (such as IRC 529 Plans in the U.S.).
Involuntary Transactions
Involuntary purchases or sales such as mandatory tenders, dividend reinvestments, broker disposition of fractional shares, debt maturities. Voluntary tenders, transactions executed as a result of a margin call, and other non-mandatory corporate actions are to be pre-cleared, unless the timing of the action is outside the control of the Covered Person, or the Ethics Office has determined pre-clearance is not required for a particular voluntary transaction.
Gifts or Inheritance
Covered Securities received via a gift or inheritance, although such Covered Securities must be reported in StarCompliance. |
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Personal Trading Requirements Pre-Clearance
Applicable to Access Persons and Investment Personnel
You are required to receive pre-clearance approval before trading in any Covered Security, with limited exceptions. This applies to transactions made by your spouse, other Covered family member and/or in any other accounts in which you have beneficial ownership.
017. | Pre-Clearance |
Access Persons and Investment Personnel must request and receive pre-clearance approval prior to effecting a personal transaction in all Covered Securities (see Appendix C).
a. | All pre-clearance requests must be made by submitting a PTAF for the amount of shares to be transacted in StarCompliance. |
b. | Pre-clearance is required for donations and/or gifts of securities made. |
020. | De Minimis Exception |
Transactions effected pursuant to the de minimis exception remain subject to the pre-clearance and reporting requirements of the Code; however, they are typicallyapproved due to their size, unless they are restricted for another reason, such as a short-term profit hold or other relevant reason. A de minimis transaction is a personal trade that meets one of the following conditions: A single transaction in a security with a value equal to or less than US $5,000 (or the local country equivalent) or multiple transactions in a security within a five business day window that have an aggregate value equal to or less than US $5,000.
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De Minimis Transaction Examples:
All values are in US Dollar.
Status |
Transaction(s) |
Notes |
||
De minimis | Day One: Buy $5,000 of ABC, Inc. | No subsequent transactions in five business days | ||
De minimis |
Day One: Sell $1,000 of XYZ Corp. Day Two: Sell $3,000 of XYZ Corp. Day Four: Sell $800 of XYZ Corp. |
Within five business days, less than $5,000 worth of XYZ Corp. is sold; all transactions in the aggregate is under the de minimis threshold | ||
NOT de minimis |
Day One: Buy $4,500 of PQR, Inc. Day Three: Buy $1,000 of PQR, Inc. |
Day Three transaction is not considered de minimis, as it brings the total for the five business day window over $5,000 | ||
NOT de minimis |
Day One: Sell $1,000 of Acme Corp. Day Two: Sell $3,000 of Acme Corp. Day Three: Sell $1,500 of Acme Corp. |
Day Three transaction is not considered de minimis, as it brings the total for the five business day window over $5,000 |
021. | Open Order Rule for the Aladdin Order Management Systems |
All Covered Persons with access to information about open orders executed on Aladdin are prohibited from trading a Covered Security on any day that the Advisers have a pending buy or sell order in the same Covered Security executed through Aladdin.
Applicable to Investment Personnel
022. | Open Order Rule |
Subject to the de minimis exception, Investment Personnel may not trade in a Covered Security, with the exception of ETFs, on any day that the Advisors, globally, have a pending buy or sell order in the same Covered Security on any of the trading desk(s) (excluding the Aladdin trading desk, which Open Order Rule is covered above for certain Access Persons) for any fund or client account until the order is executed or withdrawn (note: Executed trades are considered with regards to the Blackout Period, as outlined below).
023. | Blackout Period |
Subject to the de minimis exception, Investment Personnel may not buy or sell a Covered Security for seven calendar days before or after a transaction in the same or equivalent security in a client portfolio with which they are associated. Blackout Period and determination will be automatically assessed through submission of a Pre-Trade Authorization Form in StarCompliance.
For fundamental strategies, if a Portfolio Manager receives pre-clearance approval to trade a Covered Security that requires pre-clearance in his or her Reportable Account, and subsequently determines that it is appropriate to trade the same or equivalent security in his or her client portfolio, the Portfolio Manager must contact the Ethics Office prior to executing any trades for his or her Reportable Account and/or client portfolio.
Please see Appendix E. for additional regional requirements.
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Administration and Enforcement of the Code of Ethics
The Code of Ethics is administered by the Ethics Office and reviewed and approved by SSGAs Global Compliance Committee. Violations of the Code are subject to the enforcement framework of the State Street Conduct Standards Policy .
024. | Distribution of the Code |
Each new Covered Person will be given a copy of the Code. Each new employees offer letter will include a statement advising the individual that he/she will be subject to the Code if he/she accepts the offer or employment. If, outside the U.S. due to local employment practices it is necessary to modify this approach, then the offer letters will be revised in accordance with local law.
025. | Applicability of the Code of Ethics Provisions |
The Ethics Office, or its designee(s), has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity and may exempt any transaction from one or more trading prohibitions. The Ethics Office, or its designee(s), will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Covered Person who would like such consideration must submit a request in writing to the Ethics Office. Further, all granted exemptions must be in writing.
026. | Review of Reports |
The Ethics Office will review and monitor the reports filed by Covered Persons. Covered Persons and their supervisors may or may not be notified of the Ethics Offices review.
027. | Violations and Sanctions |
Any potential instances of non-compliance with the provisions of the Code will be investigated by the Ethics Office. If a determination is made that an instance of non-compliance occurred, the issue will be addressed under the State Street Conduct Standards Policy . Material violations will be reported promptly to the respective SSGA Committees, boards of trustees/managers of the Reportable Funds or relevant committees of the boards and impacted clients. Please see Appendix E. for additional regional requirements.
028. | Amendments and Committee Procedures |
As set forth in its charter, the Global Compliance Committee (the Committee) will review and approve the Code, including appendices and exhibits, and any amendments thereto. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practice or changes in applicable law and regulation. The Committee, or its designee, shall submit material amendments to the EMG for approval. In addition, the Committee, or its designee, shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designee(s), for ratification no later than six months after adoption of the material change.
029. | Recordkeeping |
The Ethics Office shall maintain code of ethics records in accordance with the requirements set forth in applicable securities laws. 1
1 | In the U.S., record keeping requirements for code of ethics are set forth in Rule 17j-1 of the Investment Company Act of 1940 and Rule 204-2 of the Investment Advisers Act of 1940. |
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Appendix A
Terms and Definitions
These definitions are designed to help you, as a Covered Person, understand and apply the Code. These definitions are integral and a proper comprehension of them is necessary to comply with the Code.
Please contact the Ethics Office (ethics@statestreet.com) if you have any questions.
Covered Person employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable); officers of the Funds who are not employed by the Advisors; and other such persons as designated by the Ethics Office. Covered Person also includes certain designated contingent workers engaged at SSGA, including but not limited to consultants, contractors, and temporary help, as well as an employee of another business unit with access to SSGA data such as non-public information regarding any clients purchase or sale of securities, non-public information regarding any clients portfolio holdings, or non-public securities recommendations made to clients (SSGS APAC, corporate functions, etc);
Covered Persons are subject to the provisions of this Code.he personal trading requirements of the Code also apply to related persons of Covered Persons, such as spouses, domestic partners, minor children, adult children and other relatives living in the Covered Persons household, as well as other persons designated as a Covered Person by the CCO or the Ethics Office, or their designee(s).
Access Persons are those Covered Persons, who,
i. | in connection with their regular functions or duties, (i) have access to nonpublic information regarding any of the Advisors clients purchase or sale of securities; (ii) have access to nonpublic information regarding the portfolio holdings of any of the Advisors clients; and (iii) other persons designated as Access Persons by SSGAs CCO, the Ethics Office or their designee(s); or |
ii. | are officers of the Funds. |
Investment Personnel are those Covered Persons, who,
i. | in connection with their regular functions or duties, make investment recommendations or decisions; participate in making investment recommendations or decisions; are responsible for day-to-day management of a portfolio; have knowledge of investment decisions under consideration; execute trades; analyze and research securities; |
ii. | manage or are managed by employees meeting the criteria in (i) above; and |
iii. | other persons designated as Investment Personnel by SSGAs CCO, the Ethics Office or their designee(s). |
Non-Access Persons are Covered Persons who are not categorized as Access Persons or Investment Personnel.
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and some payroll or employer contributions to retirement plans.
Brokerage Account means an account with a financial institution in which the account owner can hold and trade a wide variety of securities and exercises brokerage capabilities. Covered Persons should contact their financial institution(s) to verify whether or not their account(s) can hold Covered Securities.
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Covered Securities are those securities subject to certain provisions of the Code. See Appendix C - Guide: Requirements by Security Types.
Contract for Difference (CFD) a financial derivative, a contract between two parties typically described as buyer and seller, stipulating that the seller will pay to the buyer the difference between the current value of an asset and its value at contract time. If the difference is negative, then the buyer pays instead to the seller. CFD allows investors to take advantage of prices moving up (long positions) or prices moving down (short positions) on underlying financial instruments and are often used to speculate on those markets.
Employees Incentive Awards means SSGA Performance Equity Plan (PEP) Awards in State Street Corporation (STT) stock, Deferred Stock Awards (DSAs), Restricted Stock Awards (RSAs), STT stock options which are granted to employees, and any other awards that are convertible into or otherwise based on STT common stock.
Fully Managed Account (also known as Discretionary Account) means a Beneficially Owned in which you or your Related Persons have ceded all direct control, influence, and approval, and have contractually assigned responsibility for the timing and nature of all trades and all day-to-day investment management decisions to an independent party. For the purpose of this Policy, the Ethics Office is required to approve in advance account arrangements qualifying as fully managed accounts.
Private Placement means a securities offering that is exempt from registration as a public security. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, investments in family owned or privately held businesses and private company shares. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements. Please see Appendix E for regional definitions of Private Placement.
Reportable Fund means any commingled investment vehicle (except money market funds), or Exchange Traded Note (ETN) for which the Advisors act as investment advisor, sub-advisor, principal underwriter, or marketing agent.
Selling Short is the practice of selling a stock that is not currently owned, while simultaneously borrowing the shares from a lending party and delivering the borrowed shares to the buyer.
SSGA Compliance Department means all global SSGA compliance staff, including those in local offices, in charge of ensuring compliance with the laws and regulations in force worldwide and who report up to the Global Chief Compliance Officer of SSGA.
Spread Betting is any of various types of wagering, such as on sports, financial instruments or house prices for example, on the outcome of an event where the pay-off is based on the accuracy of the wager, rather than a simple win or lose outcome. As an example, spread betting on a stock allows the investor to speculate on the price movement of the stock.
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Appendix B
Beneficial Ownership of Accounts and Securities
A Beneficially Owned Account is:
| An account where the Covered Person enjoys the benefits of ownership (even if title is held in another name); and/or |
| An account where the Covered Person either directly or indirectly, has investment control or the power to vote or influence the transaction decisions of the account. |
The Codes provisions apply to accounts beneficially owned by the Covered Person, as well as accounts under direct or indirect influence or control of the Covered Person.
Generally, an individual is considered to be a beneficial owner of accounts or securities when the individual has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that an individual has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:
| Accounts and securities held by immediate family members sharing the same household; |
| Securities held in trust (certain restrictions may apply); and |
| A right to acquire Covered Securities through the exercise or conversion of any derivative security, whether or not presently exercisable |
Practical Application
If an adult child is living with his or her parents: If the child is living in the parents house, but does not financially support the parent, the parents accounts and securities are not beneficially owned by the child. If the child works for the Advisors and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code, with the exception of UGMA/UTMA, or similar types of accounts, which are legally owned by the child. If one or both parents work for the Advisors, and the child is supported by the parent(s), the childs accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the childs accounts and securities.
Co-habitation (domestic partnership or PACS): Accounts where the Covered Person is a joint owner, or listed as a beneficiary, are subject to the Code. If the Covered Person contributes to the maintenance of the household and the financial support of the partner, the partners accounts and securities are beneficially owned by the Covered Person and are therefore subject to the Code.
Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one anothers accounts and securities.
UGMA/UTMA and similar types of accounts: If the Covered Person or the Covered Persons spouse or other Covered family member is the custodian for a minor child, the account is beneficially owned by the Covered Person. If someone other than the Covered Person, or the Covered Persons spouse or other Covered family member, is the custodian for the Covered Persons minor child, the account is not beneficially owned by the Covered Person. If a Covered Person is the minor/beneficiary of the account, the account is a Reportable Account.
Transfer on Death accounts (TOD accounts): TOD accounts where the Covered Person receives the interest of the account upon death of the account owner are not beneficially owned by the Covered Person until the account transfer occurs (this particular account registration is not common).
Trusts
| If the Covered Person is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity reporting requirements and generally will be subject to a case-by-case review for Code applicability. |
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| If the Covered Person is a beneficiary and does not share investment control with a trustee, the Covered Person is not a beneficial owner until the Trust assets are distributed. |
| If a Covered Person is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Covered Person. |
| If the Covered Person is a trustee and a beneficiary, the trust is beneficially owned by the Covered Person. |
| If the Covered Person is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Covered Person. |
| If the Covered Person is a settler of a revocable trust, the trust is beneficially owned by the Covered Person. |
| If the Covered Persons spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code. |
College age children: If a Covered Person has a child in college and still claims the child as a dependent for tax purposes, the Covered Person is a beneficial owner of the childs accounts and securities.
Powers of Attorney: If a Covered Person has been granted durable or conditional power of attorney over an account, the Covered Person is not the beneficial owner of the account until such time as the power of attorney is exercised. If a Covered Person has been granted full power of attorney over an account, the account is a Reportable Account. Beneficial ownership runs until revocation/termination of the power of attorney.
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Appendix C
Guide: Requirements by Security Types
This list is not all inclusive and may be updated from time to time. Contact the Ethics Office for additional guidance as needed.
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Appendix D
SSGA Legal Entities and Locations
Entity |
Country |
|
Global Macro Fund, LP |
Cayman Islands | |
Managed Pension Funds Limited |
U.K. | |
SSGA Funds Management, Inc. |
U.S. | |
SSGA Ireland Unit Trust Management Limited |
Ireland | |
SSGA Japan Holdings GK |
Japan | |
SSGA Private Funds LLC |
U.S. | |
SSGA Singapore Limited Hong Kong Branch |
Hong Kong | |
State Street Bank and Trust Company (Atlanta Representative Office) |
U.S. | |
State Street Bank and Trust Company (Dubai Rep. Office) |
United Arab Emirates | |
State Street Bank and Trust Company (San Francisco, CA Rep. Office - SSGA, SSGM) |
U.S. | |
State Street Global Advisors (Asia) Limited |
Hong Kong | |
State Street Global Advisors (Japan) Co., LTD |
Japan | |
State Street Global Advisors AG |
Switzerland | |
State Street Global Advisors Australia Services Limited |
Australia | |
State Street Global Advisors France, S.A. |
France | |
State Street Global Advisors GMBH |
Germany | |
State Street Global Advisors Holdings Limited |
U.K. | |
State Street Global Advisors International Holdings Inc. |
U.S. | |
State Street Global Advisors Ireland Limited |
Ireland | |
State Street Global Advisors Limited |
U.K. | |
State Street Global Advisors Limited - Amsterdam Branch |
Netherlands | |
State Street Global Advisors Limited - Belgium Branch |
Belgium | |
State Street Global Advisors Limited - Italy Branch |
Italy | |
State Street Global Advisors Luxembourg Management S.A.R.L. |
Luxembourg | |
State Street Global Advisors Singapore Limited |
Singapore | |
State Street Global Advisors, Asia Limited - Rep Office - Seoul, Korea |
Korea | |
State Street Global Advisors, Asia Limited - Rep Office - Taiwan |
Taiwan | |
State Street Global Advisors, Australia, Limited |
Australia | |
State Street Global Advisors, Cayman |
Cayman Islands | |
State Street Global Advisors, Inc. |
U.S. | |
State Street Global Advisors, LTD |
Canada | |
State Street Global Advisors, LTD - Rep Office - Toronto, Canada |
Canada | |
State Street Global Advisors, Mauritius |
Mauritius |
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Entity |
Country |
|
State Street Unit Trust Management Limited |
U.K. | |
Windwise Seeding Fund SPC, LTD |
Cayman Islands | |
State Street Bank and Trust Company (Chicago, IL Rep. Office) |
U.S. | |
SSGA Funds Distributors, LLC |
U.S |
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Appendix E
Country Specific Requirements
Australia
Additional Blackout Period
From time to time the Responsible Entity (RE) of the Australian domiciled Exchange Traded Funds (ETFs) may determine certain Covered Persons could be in possession of material, non-public information relating to one or more ETFs for which State Street Global Advisors, Australia, Limited is the investment advisor, and request a blackout period covering the securities be implemented, whether due to consideration of Australian Securities Exchange listing rules, the insider trading provisions of the Corporations Act 2001 or similar. Typically this may occur during the two weeks prior to the public announcement of income distributions for an ETF.
Upon receipt of a request from the RE, the Ethics Office, or their designee, will review the request and may initiate a blackout period over the relevant ETFs on such terms as are deemed appropriate. Covered Persons to whom a blackout period applies will be advised of the commencement, duration and other specifics of any such blackout period. Any trading in contravention of the blackout period will be treated as an instance of non-compliance with this Code.
United Kingdom
The U.K. Financial Conduct Authority (FCA) rules on personal account dealing are contained in the FCA Conduct of Business Sourcebook (COBS).
Under COBS, any of the Advisors based in the U.K. must take reasonable steps to ensure that any investment activities conducted by Covered Persons do not conflict with the Advisors duties to its customers. In ensuring this is, and continues to be, the case, the Advisors must ensure they have in place processes and procedures which enable them to identify and record any Covered Person transactions and permission to continue with any transaction is only given where the requirements of COBS are met.
France
At the date of this Code, Covered Persons of SSGAF are required in France to comply, in addition to the Code, with the following provisions:
Laws and Regulations
| The Monetary and Financial Code, and in the particular the rules of good conduct provided in Articles L.533-10 of the Monetary and Financial Code; |
| The General Regulation of the Financial Markets Authority, and in particular the organizational and good conduct rules provided in Book III of this Regulation; |
| Instructions, recommendations and decisions issued as the case may be by the French Markets Authority. |
Policies and Procedures Issued Locally by SSGAF
| Provisions of the Internal Regulation, as updated on July 1, 2011 |
Further, as indicated in the Code, certain sections of the Code are not applicable in France, or are applicable in a modified version set forth below. References are to section headings used in the Code.
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Private Placement
In France, a Private Placement means a securities offering that is exempt from registration or which is not subject to the obligation to publish a prospectus under certain relevant provisions of French law and regulation and/or similar laws of jurisdictions outside of France (if you are unsure whether the securities are issued in a private placement, you must consult with the Ethics Office). In France, the rules relating to Private Placements are set forth in Articles L.411-2 and D.411-1 et seq. of the Monetary and Financial Code.
Discretionary Account
In France, the requirements of the Code shall not apply to personal transactions entered into under a Discretionary Account management service where there is no prior communication in connection with the transaction between the portfolio manager and the Covered Person.
Reporting Violations
If a Covered Person in France has reason to believe that a violation of law or regulations relating to internal control procedures in the financial, accounting, banking or anti-corruption areas or that a violation of an interest vital to SSGAF or of the physical or moral integrity of its Covered Persons has been committed, he/she is encouraged to notify the Ethics Office so that SSGAF may carefully examine the facts and take corrective measures.
Covered Persons may identify themselves in order to allow SSGAF to obtain a complete report on the relevant facts as rapidly as possible. Nonetheless, if circumstances require, Covered Persons may communicate the facts anonymously.
The information furnished to the company by a Covered Person believing in good faith that his/her action is necessary to protect SSGAF from illegal or inappropriate behavior will be treated in a strictly confidential and secure manner to the extent allowed by law. Any person reporting violations, as identified within the framework of the procedure, will have a right to access, obtain further information, and if applicable, object to and correct the data regarding him/her.
SSGAF will not take any sanctions or retaliatory measures against a Covered Person for reporting suspected violations in good faith. Failure to report will not give rise to any consequences for Covered Persons. However, an abusive use of the reporting procedure may in certain cases expose a Covered Person to sanctions.
Violations and Sanctions
Any potential instances of non-compliance with the provisions of the Code or related policies by Covered Persons in France will be investigated by the Ethics Office. Covered Persons are invited to review the list of misconduct which may, among other violations, give rise to the disciplinary sanctions contemplated by SSGAFs Internal Regulation. If a determination is made that an instance of non-compliance has occurred, the issue will be addressed under the State Street Conduct Standards Policy and enforcement actions, modified where necessary per Internal Regulation, may be imposed by the employer, SSGAF. Material violations will be reported promptly to the respective SSGA Committees, boards of trustees/managers of the Reportable Funds or relevant committees of the boards and related clients.
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In France, all sanctions will be notified in writing to the employee concerned, indicating the grounds for the sanction.
Prior to any sanction affecting the duties, career, remuneration or presence of the employee, the following procedure will be implemented:
| The employee will be convened to a prior meeting within the two-month period described in Article L.1332-4 of the Labor Code, by registered letter or by hand delivery against receipt. |
| This letter will state the purpose for the convocation and will indicate the date, place and time of the meeting, as well as the possibility for the employee to be assisted by a person of his/her choice from a list which can be consulted at the town hall of SSGA, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex and/or the town hall of the employees domicile (if the employees domicile is located in the same department as the offices of SSGAF), or at the Labor Inspectorate located at SSGA, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex. |
| A preliminary meeting will be held during which the facts relating to the employees alleged misconduct will be presented to the employee and to the person assisting the employee and at which the employees explanations will be obtained. |
| As the case may be depending on the explanations given, a sanction letter will be sent by registered post, return receipt requested, at the earliest one full day and at the latest one month after the meeting. This letter should set forth the grounds for the sanction. |
When the behavior of an employee renders such actions indispensable, conservatory measures may be taken prior to implementing the procedure described above. No sanction may be taken until the procedure has been completed.
Personal Data
In France, data obtained in the context of the administration and enforcement of the Code will be processed in compliance with the Computers and Personal Freedom Act of January 6, 1978, as modified by the Law of August 6, 2004. Pursuant to this law, Covered Persons have access, rectification and objection rights in regard to the data relating to them. They may exercise these rights by contacting the SSGAF Compliance Department. The Ethics Office will be notified of any Covered Persons who invoke the objection rights to provide broker statements to their local Compliance Department.
Certain recipients of personal data are located outside of the EU, in particular the following recipients: SSGA Compliance, Boston, MA, and StarCompliance Software, Inc., Rockville, MD, United States of America. The following data will be communicated to such recipients: Covered Persons name, business phone number, business email address, name of brokerage firm, account number, name and amount of securities held in brokerage account. StarCompliance Software, Inc. has obtained and maintains a US-EU Safe Harbor Certification with respect to data protection. The transmission of data to recipients located outside of the EU will be made for the purpose of implementing and coordinating the rules contemplated by this Code.
Publicity and Entry into Force
This Code, which has been filed in France with the secretariat of the clerk of the Labor Court of SSGA, Defense Plaza, 23-25 rue Delariviere-Lefoullon, 92064 Paris La Defense Cedex and posted in compliance with the provisions of Articles R.1321-1 and R.1321-2 of the Labor Code, entered into force on December 1, 2009.
It will be provided to all Covered Persons and other relevant persons at the time of hire or arrival on the premises of SSGAF.
Material modifications and additions to these internal rules shall be subject to the same consultation, communication and publicity procedures.
The Code has been previously submitted to the Labor Inspectorate, and is displayed on SSGAFs premises.
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Germany
The German rules on personal account dealing are contained in the Securities Trading Act and specified in more detail by the BaFin circular 4/2010 (WA) MaComp Minimum Requirements for the Compliance Function and Additional Requirements Governing Rules of Conduct, Organisation and Transparency pursuant to Sections 31 et seq. of the Securities Trading Act (Wertpapierhandelsgesetz - WpHG) for Investment Services Enterprises.
Personal Data
In Germany, data obtained in the context of the administration and enforcement of the Code will be processed in compliance with the Bundesdatenschutzgesetz (BDSG). In particular, Sec. 32 BDSG applies in this context (data collection, processing and use for employment-related purposes). According to Sec. 32 (1) clause 1 BDSG, the employer is entitled to collect, process or use data as long as this is required in the context of the working relationship. As the monitoring of personal transactions is a regulatory requirement applicable for SSGA with regard to all relevant employees, it is also required in the course of the maintenance of the working relationship and thereby permissible from a data privacy perspective.
Switzerland
Personal Data
In Switzerland, personal data may only be processed lawfully. Its processing must be carried out in good faith and must be proportionate. Personal data may only be processed for the purpose indicated at the time of collection, that is evident from the circumstances, or that is provided for by law. The collection of personal data and in particular the purpose of its processing must be evident to the data subject. If the consent of the data subject is required for the processing of personal data, such consent is valid only if given voluntarily on the provision of adequate information. Additionally, consent must be given expressly in the case of processing of sensitive personal data or personality profiles.
Italy
At the date of this Code, SSGAs Covered Persons are required in Italy to comply, in addition to the Code, with the following provisions:
Laws and regulations
| Legislative Decree No. 58 of 24 February 1998, as amended (the Italian Financial Act), containing, inter alia, general provisions concerning investment services; |
| Legislative Decree No. 231 of 21 November 2007, as amended (the Anti-money Laundering Act), containing, inter alia, the duty to identify each client and subsequently record his data, as well as to keep a unified electronic archive and to notify any suspect transactions; |
| Regulation No.16190 of 29 October 2007, adopted by CONSOB (the Intermediaries Regulation), with reference to the investment services and the financial activities carried out in Italy; |
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| Instructions containing information duties and statistical reporting requirements, recommendations and decisions issued as the case may be by any Italian supervisory authorities, including CONSOB and the Bank of Italy. |
Further, as indicated in the Code, certain sections of the Code are not applicable in Italy, or are applicable in a modified version set forth below. References are to section headings used in the Code.
Statement of General Fiduciary Principles
Please note that in Italy, the Code does not necessarily apply to transactions of family members or persons in a similar relationship to you. Rather, the Code applies to your personal transactions and related activities, and any transactions of which you are a direct or indirect beneficiary.
Covered Person
In Italy, a Covered Person includes employees of the Advisors, including full-time and part-time, exempt and non-exempt employees (where applicable), and other such persons as designated by the Ethics Office. Covered Person also includes certain designated contingent workers engaged at SSGA, including but not limited to consultants, contractors, and temporary help. Covered Persons are subject to the provisions of this Code. Persons related to an employee or a contingent worker, such as spouses, children and other relatives living in the employees or the contingent workers household are not covered by the Code, except to the extent the employee or the contingent worker is a direct or indirect beneficiary of transactions entered into by such persons.
Private Placement
In Italy, a Private Placement means a securities offering that is exempt from registration or which is not subject to the obligation to publish a prospectus under certain relevant provisions of Italian law and regulation and/or similar laws of jurisdictions outside of Italy (if you are unsure whether the securities are issued in a private placement, you must consult with the Ethics Office). In Italy, the rules relating to Private Placements are set forth in Article 100 of the Italian Financial Act, as implemented by CONSOB.
Reporting Violations
If a Covered Person in Italy has reason to believe that a violation of law or regulations relating to internal control procedures in the financial, accounting, banking or anti-corruption areas or that an instance of non-compliance of an interest vital to SSGA or of the physical or moral integrity of its Covered Persons has been committed, he/she is encouraged to notify the Ethics Office so that SSGA may carefully examine the facts and the Ethics Office may take corrective measures.
Covered Persons should identify themselves in order to allow SSGA to obtain a complete report on the relevant facts as rapidly as possible. Nonetheless, if circumstances require, Covered Persons may communicate the facts anonymously.
The Italian branch of SSGA will not take any sanctions or retaliatory measures against a Covered Person for reporting suspected instances of non-compliance in good faith. Failure to report will not give rise to any consequences for employees. However, an abusive use of the reporting procedure may in certain cases expose a Covered Person to sanctions.
Certification of Receipt and Compliance with the Code
With reference to Italy, further to the provisions set forth under the Code, the following shall apply: the Code is displayed on the premises of the Italian branch of SSGA and constitutes an integral part of its disciplinary code.
Violations and Sanctions
The requirements of this Code have a binding value vis-à-vis the Covered Persons of the Italian branch of SSGA and are to be considered in addition to the provisions contained in the disciplinary code in force within the Italian branch of SSGA.
Any potential violation of the provisions of the Code or related policies by Covered Persons in Italy will be investigated by the Ethics Office. Violations of the Code are reported to the EMG. If a determination is made that an instance of non-compliance has occurred, a sanction may be imposed in accordance with the State Street Conduct Standards Policy and pursuant to the rules established by Italian Law and by the applicable national collective bargaining agreement.
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As discussed in the State Street Conduct Standards Policy, enforcement shall be differentiated and graduated based on the seriousness of the individual breaches, taking into consideration the objective circumstances, the intentionality, the existence of justifications, the recidivism and the possible repetition of the conducts concerned.
Enforcement may also apply to any supervisor who directs or approves such actions, or has knowledge of them and does not promptly correct them. Conduct which violates this Code may also violate laws and therefore subject the offending Covered Person to civil and criminal liabilities as well.
SSGA may also be subject to prosecution and fines for the conduct of its employees. Reimbursement of losses of damages deriving from any breach of this Code will be requested to the employees according to the procedures set forth by the applicable national collective bargaining agreement.
In Italy, prior to inflict to employee any sanction deriving from possible violations of this Code, the specific disciplinary procedure provided for by Law. No. 300/1970 (the so called Workers Statute) shall be implemented. In particular, the Ethics Office shall notify in writing to the employee concerned the facts relating to the alleged misconduct and shall ask the employee concerned to furnish his/her justifications within 5 days from the receipt of such disciplinary letter.
The disciplinary sanction, if any, shall be adopted following the 5-days term granted to the employee to render his/her justifications. The disciplinary sanctions shall be proportional to the employees behaviour in breach.
Personal Data
In Italy the personal data of the Covered Persons shall be processed in compliance with Legislative Decree n. 196 of 30 June 2003, concerning personal data protection.
Pursuant to Covered Persons have access, rectification and objection rights in regard to the data relating to them. They may exercise these rights by contacting the Ethics Office. The Ethics Office will be notified of any Covered Persons who invoke the objection rights to provide broker statements to their local Compliance Department.
Certain recipients of personal data are located outside of the EU, in particular the following recipients: SSGA Compliance, Boston, MA, and StarCompliance Software, Inc., Rockville, MD, United States of America. The following data will be communicated to such recipients: Covered Persons name, business phone number, business email address, name of brokerage firm, account number, name and amount of securities held in brokerage account. StarCompliance Software, Inc. has obtained and maintains a US-EU Safe Harbor Certification with respect to data protection. The transmission of data to recipients located outside of the EU will be made for the purpose of implementing and coordinating the rules contemplated by this Code.
Japan
Holding Period
Covered Persons in Japan are subject to a minimum holding period of 6 months regardless of whether a transaction would result in the Covered Person realizing a loss or profit. (Section V. B. ShortTerm Trading) This requirement applies to equities, equity warrants, convertible bonds and other equity related products, and does not apply to ETFs, mutual funds, and non-convertible bonds.
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Appendix F
Contacts
Questions or Concerns about Policies or Situations:
The Ethics Office ( ethics@statestreet.com )
Actual or Possible Violations of Policy:
The Ethics Office ( ethics@statestreet.com )
The Network (Confidential)
333 Research Court, Norcross, GA 30092 USA
US and Canada | 1 888 736 9833 | |
Austria | 0 80 200 288 then 1 888 736 9833 | |
Australia | 1 800 08 7428 | |
Belgium | 0800 7 5651 | |
Cayman Islands | 1 888 736 9833 | |
China |
Telecom South: 10 800 110 0731 China Netcom Group: 10 800 711 0788 |
|
France | 0800 91 2790 | |
Germany | 0800 180 8934 | |
Hong Kong | 800 90 3272 | |
India | 000 800 100 1389 | |
Japan |
KDD: 00531 11 4442 Cable & Wireless IDC: 0066 33 801143 Softbank Telecom: 0066 33 112661 NTT: 0034 800 900131 |
|
South Korea | 00798 11 002 1599 | |
Luxembourg | 800 2 7148 | |
Netherlands | 0800 022 7427 | |
Poland | 0 0 800 111 1730 | |
Singapore | 800 110 1607 | |
South Africa | 0800 981 281 | |
Switzerland | 0800 89 6872 | |
Taiwan | 00801 10 4147 | |
UAE | 0 800 121 then 1 888 736 9833 | |
UK | 0808 234 4889 |
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Appendix G
Code of Ethics Reporting Requirements
Report |
Frequency |
Requirements |
Notes |
|||
Initial Holdings Report | Once; completed after becoming Covered Person | Disclose all Reportable Accounts and Holdings in StarCompliance (See Page 8) | Remember to set up duplicate statements and confirmations from your broker, if necessary (See 005. Duplicate Statements and Confirms on Page 8). | |||
Annual Holdings Report | Annually in January | Ensure all holdings in Covered Securities (See Appendix C) are correctly reflected in StarCompliance. This includes holdings in accounts resulting from involuntary transactions that have occurred and transactions in Covered Securities that are affected in Automatic Investment Plans or accounts approved by the Ethics Office as Fully Managed Accounts. | You are responsible for ensuring the data in this report is accurate. If you hold an account at a Approved Broker and holdings data is fed to StarCompliance (See 006. Maintain Accounts with Approved Brokers), you must still review the data on the report for accuracy. | |||
Quarterly Transaction Report | Quarterly |
Ensure all Reportable Transactions for the quarter are correctly reflected in StarCompliance.
Transactions in accounts previously approved by the Ethics Office as Fully Managed Accounts or Automatic Investment Plans are not Reportable Transactions. |
You are responsible for ensuring the data in this report is accurate. If you hold an account at an Approved Broker and holdings data is fed to StarCompliance (See 006. Maintain Accounts with Approved Brokers), you must still review the data on the report for accuracy. | |||
Ad Hoc Holdings Report |
Ad hoc Marriage, new children, inheritance, and financial planning activities may cause accounts and holdings to be opened or associated to you. |
Disclose any newly opened or newly associated Reportable Accounts and Holdings in StarCompliance within 30 days of opening or association. | Remember to set up Duplicate Statements and Confirms (See 005. Duplicate Statements and Confirms on Page 8). |
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Appendix H
Code of Ethics FAQs
The Ethics Office has additional FAQ and How-To documents related to using Star and completing required reporting (e.g., Initial and Annual Holdings Reports) available on StarCompliance.
I work in the United States. Do I have to report my State Street 401(k)?
No, you are not required to disclose your State Street 401(k) at this time. 401(k) and other self invested workplace pension accounts are reportable where you or your covered persons have investment discretion beyond that of allocating a monthly value to a specific risk profile or sector, or selecting from a limited number of pre-selected funds.
However, if you have activated the Brokerage Link feature for your 401(k), you must report that account and ensure that all transactions and holdings are reflected accurately in Quarterly Transaction Reports and Annual Holdings Reports, respectively.
My spouse (or I) has a company- or government-sponsored retirement plan (such as a 401(k) in the US, or a superannuation plan in Australia). How do I determine what accounts, holdings, and transactions must be disclosed and pre-cleared?
Due to the wide variety of plans available globally, its important to check with the Ethics Office if you have any questions about how this applies to you.
Accounts
If the account or plan currently holds Covered Securities (see Appendix C), you must disclose the account.
Retirement plans usually have a line up of available investments from which the account owner can choose; if there is a Covered Security in the line up of available investments, but you do not currently invest in Covered Securities, you are not required to disclose the account. If at any point, your retirement plan invests in Covered Securities, you must disclose the account, the holdings in Covered Securities, and the Transactions in Covered Securities, as described below.
Holdings
You must disclose any holdings in Covered Securities (see Appendix C).
Transactions
Usually , transactions in a retirement plan you are actively participating in fall under the Automatic Investment Plan definition (see Appendix A) and are treated as such. However, you must pre-clear and disclose any transactions over which you exercised discretion. For example, the following types of transactions must be pre-cleared and disclosed:
| A change in future investment allocations in Covered Securities, such as increasing your automatic payroll investment in Security XYX from 15% to 20%. Note: only the initial change must be pre-cleared and reported. |
| Re-allocating your existing holdings in Covered Securities, such as changing your portfolio from 50% Security XYZ and 50% Security ABC to 75% Security XYZ and 25% Security ABC. |
If you or your Covered Person are automatically enrolled in a plan with default investment percentages (e.g., 7% of salary) and investment options, any transactions made as a result of your automatic enrollment are not subject to disclosure or pre-clearance.
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I have an account with an Approved Broker which feeds my transactions to Star. Can you tell me what I have to do with regards to pre-clearance and reporting whenever I make personal trades?
In order to ensure your trades are properly pre-cleared and reported, make sure that you:
(1) | Pre-clear the trade by submitting a PTAF in Star. PTAFs: |
| Must be for the correct security, account, and trade direction (buy vs. sell). |
| Must be for at least the amount of shares that you plan on trading. You may always trade fewer shares than you were approved for, but you may not trade more . |
| Are valid only for the day they are approved. |
(2) | Wait for the result (Approved or Denied) from Star before trading. Youll receive the result within seconds on screen and will receive an email with the results. PTAFs are valid only for the day they are approved. |
(3) | Ensure your transactions are accurately reflected in Star. |
| You are required to do this on a quarterly basis (known as the Quarterly Transactions Report), but many people find it easier to compare their transactions in Star with their brokers records (e.g., a statement or trade confirmations) more frequently. |
| When you submit your Quarterly Transactions Report, it must accurately reflect all Reportable Transactions for the quarter. |
| The Approved Broker feeds are tools to help keep accurate records in Star; you are responsible for the accuracy of the data in your Code of Ethics reports. |
My account is not with an Approved Broker. Can you tell me what I have to do with regards to pre-clearance and reporting whenever I make personal trades?
In order to ensure your trades are properly pre-cleared and reported, make sure that you:
(1) | Pre-clear the trade by submitting a PTAF in Star. PTAFs: |
| Must be for the correct security, account, and trade direction (buy vs. sell). |
| Must be for at least the amount of shares that you plan on trading. You may always trade fewer shares than you were approved for, but you may not trade more . |
| Are valid only for the day they are approved. |
(2) | Wait for the result (Approved or Denied) from Star before trading. Youll receive the result within seconds on screen and will receive an email with the results. PTAFs are valid only for the day they are approved. |
(3) | Ensure your transactions are accurately reflected in Star. |
| You are required to do this on a quarterly basis (known as the Quarterly Transactions Report), but many people find it easier to use Stars Execute function after they trade. |
1. | From the Trade Requests screen in Star, select the trade you made. |
2. | Click on the Execute button at the top of the screen. |
3. | Correct any details (such as number of shares traded and market price) and click Execute at the top of the screen. |
| When you submit your Quarterly Transactions Report, it must accurately reflect all Reportable Transactions for the quarter. |
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