As filed with the U.S. Securities and Exchange Commission on April 29, 2019
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 |
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Post-Effective Amendment No. 256 | ☒ |
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 258
STATE STREET INSTITUTIONAL INVESTMENT TRUST
One Iron Street, Boston, Massachusetts 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, Massachusetts 02210
(Name and Address of Agent for Service)
Copy to:
Timothy W. Diggins, Esq.
Ropes & Gray LLP
Prudential Tower, 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, 2019 pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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On (date) pursuant to paragraph (a)(1) of Rule 485. |
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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 | 0.32% | 0.32% | 0.12% | ||
Total Annual Fund Operating Expenses | 0.59% | 0.34% | 0.14% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.12)% | (0.12)% | (0.12)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.47% | 0.22% | 0.02% |
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, 2020, separately with respect to each of the Fund and the Portfolio, (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund or the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.02% of the Fund's or the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $571 | $693 | $826 | $1,213 | |||
Class I | $ 23 | $ 97 | $179 | $ 419 | |||
Class K | $ 2 | $ 33 | $ 67 | $ 167 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Class A | 9/17/2014 | |||||||
Return Before Taxes | -9.73% | 6.78% | 11.94% | |||||
Return After Taxes on Distributions | -10.75% | 5.97% | 11.28% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | -5.06% | 5.21% | 9.82% | |||||
Class I | -4.45% | 8.21% | 12.83% | 9/17/2014 | ||||
Class K | -4.42% | 8.35% | 12.91% | 9/17/2014 | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 13.12% |
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 2 | 0.025% | 0.025% | 0.025% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.250% | 0.000% | 0.000% | ||
Other Expenses 3 | 0.461% | 0.461% | 0.261% | ||
Total Annual Fund Operating Expenses | 0.736% | 0.486% | 0.286% | ||
Less Fee Waivers and/or Expense Reimbursements 4,5 | (0.261)% | (0.261)% | (0.261)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.475% | 0.225% | 0.025% |
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 | Management Fees have been restated to reflect current fees. |
3 | Other Expenses have been restated to reflect current fees for Class A and Class I shares. |
4 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020, separately with respect to each of the Fund and the Portfolio, (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund or the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.025% of the Fund's or the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund/Portfolio's Board of Trustees. |
5 | 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/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $422 | $576 | $744 | $1,231 | |||
Class I | $ 23 | $130 | $246 | $ 586 | |||
Class K | $ 3 | $ 65 | $134 | $ 337 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class A | 9/19/2014 | |||||
Return Before Taxes | -4.10% | 0.64% | ||||
Return After Taxes on Distributions | -5.03% | -0.45% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -2.43% | 0.01% | ||||
Class I | -0.20% | 1.83% | 9/19/2014 | |||
Class K | -0.10% | 1.86% | 9/19/2014 | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.05% |
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 | 0.060 % | 0.060 % | 0.060 % | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.250 % | 0.000 % | 0.000 % | ||
Other Expenses 2 | 0.320 % | 0.320 % | 0.120 % | ||
Total Annual Fund Operating Expenses | 0.630 % | 0.380 % | 0.180 % | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.1150)% | (0.1150)% | (0.1150)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.515 % | 0.265 % | 0.065 % |
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, 2020 (i) separately with respect to each of the Fund and the Portfolio (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund/Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, acquired fund fees, with respect to the Fund, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees, and, with respect to the Portfolio, distribution, shareholder servicing and sub-transfer agency fees) exceed 0.015% of the Fund's and 0.08% of the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund's/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $575 | $705 | $847 | $1,260 | |||
Class I | $ 27 | $110 | $202 | $ 469 | |||
Class K | $ 7 | $ 46 | $ 90 | $ 218 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class A | 9/17/2014 | |||||
Return Before Taxes | -18.87% | -1.66% | ||||
Return After Taxes on Distributions | -20.26% | -2.41% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -10.13% | -1.21% | ||||
Class I | -14.18% | -0.18% | 9/17/2014 | |||
Class K | -14.03% | -0.10% | 9/17/2014 | |||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -14.20% | 0.00% |
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 | 0.030% | 0.030% | 0.030% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.250% | 0.000% | 0.000% | ||
Other Expenses 2 | 0.750% | 0.750% | 0.550% | ||
Total Annual Fund Operating Expenses | 1.030% | 0.780% | 0.580% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.535)% | (0.535)% | (0.535)% | ||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.495% | 0.245% | 0.045% |
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, 2020, separately with respect to each of the Fund and the Portfolio, (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund or the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees and, with respect to the Portfolio, acquired fund fees) exceed 0.045% of the Fund's and 0.03% of the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $573 | $785 | $1,014 | $1,672 | |||
Class I | $ 25 | $195 | $ 381 | $ 916 | |||
Class K | $ 5 | $132 | $ 270 | $ 675 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class A | 10/15/2015 | |||||
Return Before Taxes | -14.10% | 4.44% | ||||
Return After Taxes on Distributions | -14.91% | 3.45% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -8.00% | 3.22% | ||||
Class I | -9.07% | 6.50% | 10/15/2015 | |||
Class K | -9.03% | 4.72% | 8/11/2015 | |||
Russell Small Cap Completeness Index (reflects no deduction for fees, expenses or taxes) | -9.21% | 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 |
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, Olga Winner 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. 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: State Street Dynamic Small Cap Fund (SVSCX), State Street Defensive Emerging Markets Equity Fund (SSEMX), State Street International Stock Selection Fund (SSAIX) and State Street 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
12/31/18 |
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
|
$ 21.63 | $18.83 | $17.17 | $17.27 | $17.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.64 | 0.16 | 0.68 | 0.25 | 0.11 | ||||
Net realized and unrealized gain
(loss)
|
(1.66) | 3.82 | 0.29 | (0.11) | 0.45 | ||||
Total from investment operations
|
(1.02) | 3.98 | 1.97 | 0.14 | 0.56 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.37) | (0.39) | (0.23) | (0.24) | (0.29) | ||||
Net realized gains
|
(0.60) | (0.79) | (0.08) | — | — | ||||
Total distributions
|
(0.97) | (1.18) | (0.31) | (0.24) | (0.29) | ||||
Net asset value, end of period
|
$ 19.64 | $ 21.63 | $ 18.83 | $ 17.17 | $ 17.27 | ||||
Total return
(b)
|
(4.72)% | 21.12% | 11.42% | 0.78% | 3.28% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$31,766 | $6,293 | $7,509 | $ 60 | $ 51 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.38%(c) | 0.56%(c) | 0.57%(c) | 0.61%(c) | 0.70%(c)(d) | ||||
Net expenses
|
0.28%(c) | 0.48%(c) | 0.48%(c) | 0.48%(c) | 0.51%(c)(d) | ||||
Net investment income
(loss)
|
2.89% | 0.79% | 3.69% | 1.43% | 2.32%(d) | ||||
Portfolio turnover rate
|
8%(e) | 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
12/31/18 |
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
|
$ 21.63 | $ 18.84 | $17.17 | $17.27 | $17.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.44 | 0.89 | 2.86 | 0.29 | 0.13 | ||||
Net realized and unrealized gain
(loss)
|
(1.41) | 3.14 | (0.84) | (0.11) | 0.44 | ||||
Total from investment operations
|
(0.97) | 4.03 | 2.02 | 0.18 | 0.57 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.41) | (0.45) | (0.27) | (0.28) | (0.30) | ||||
Net realized gains
|
(0.60) | (0.79) | (0.08) | — | — | ||||
Total distributions
|
(1.01) | (1.24) | (0.35) | (0.28) | (0.30) | ||||
Net asset value, end of period
|
$ 19.65 | $ 21.63 | $ 18.84 | $ 17.17 | $ 17.27 | ||||
Total return
(b)
|
(4.45)% | 21.35% | 11.75% | 1.03% | 3.35% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$14,496 | $16,084 | $4,469 | $ 50 | $ 51 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.15%(c) | 0.31%(c) | 0.32%(c) | 0.36%(c) | 0.45%(c)(d) | ||||
Net expenses
|
0.05%(c) | 0.23%(c) | 0.23%(c) | 0.23%(c) | 0.26%(c)(d) | ||||
Net investment income
(loss)
|
1.98% | 4.21% | 15.53%(e) | 1.66% | 2.57%(d) | ||||
Portfolio turnover rate
|
8%(f) | 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
12/31/18 |
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
|
$ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | $17.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.47 | 0.44 | 0.44 | 1.45 | 0.14 | ||||
Net realized and unrealized gain
(loss)
|
(1.43) | 3.64 | 1.61 | (1.23) | 0.44 | ||||
Total from investment operations
|
(0.96) | 4.08 | 2.05 | 0.22 | 0.58 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.42) | (0.50) | (0.31) | (0.32) | (0.31) | ||||
Net realized gains
|
(0.60) | (0.79) | (0.08) | — | — | ||||
Total distributions
|
(1.02) | (1.29) | (0.39) | (0.32) | (0.31) | ||||
Net asset value, end of period
|
$ 19.64 | $ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | ||||
Total return
(b)
|
(4.42)% | 21.61% | 11.92% | 1.23% | 3.41% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$485,040 | $412,903 | $369,915 | $62,064 | $ 51 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.12%(c) | 0.11%(c) | 0.12%(c) | 0.16%(c) | 0.27%(c)(d) | ||||
Net expenses
|
0.02%(c) | 0.03%(c) | 0.03%(c) | 0.03%(c) | 0.06%(c)(d) | ||||
Net investment income
(loss)
|
2.08% | 2.14% | 2.42% | 8.45%(e) | 2.78%(d) | ||||
Portfolio turnover rate
|
8%(f) | 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
12/31/18 |
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
|
$ 9.82 | $ 9.75 | $ 9.75 | $10.14 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.26 | 0.21 | 0.16 | 0.21 | 0.02 | ||||
Net realized and unrealized gain
(loss)
|
(0.30) | 0.08 | 0.03 | (0.18) | 0.16 | ||||
Total from investment operations
|
(0.04) | 0.29 | 0.19 | 0.03 | 0.18 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.23) | (0.21) | (0.18) | (0.26) | (0.04) | ||||
Net realized gains
|
— | (0.01) | (0.01) | (0.14) | — | ||||
Return of Capital
|
— | — | — | (0.02) | — | ||||
Total distributions
|
(0.23) | (0.22) | (0.19) | (0.42) | (0.04) | ||||
Net asset value, end of period
|
$ 9.55 | $ 9.82 | $ 9.75 | $ 9.75 | $ 10.14 | ||||
Total return
(b)
|
(0.39)% | 2.93% | 1.91% | 0.35% | 1.85% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,121 | $ 340 | $ 211 | $ 184 | $ 51 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.55% | 0.58% | 0.67% | 0.66% | 0.91%(d) | ||||
Net expenses
(c)
|
0.31% | 0.40% | 0.40% | 0.31% | 0.52%(d) | ||||
Net investment income
(loss)
|
2.74% | 2.11% | 1.65% | 2.11% | 0.58%(d) | ||||
Portfolio turnover rate
(e)
|
90% | 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
12/31/18 |
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
|
$ 9.84 | $ 9.76 | $ 9.74 | $10.13 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.27 | 0.23 | 0.18 | 0.20 | 0.08 | ||||
Net realized and unrealized gain
(loss)
|
(0.29) | 0.09 | 0.06 | (0.14) | 0.09 | ||||
Total from investment operations
|
(0.02) | 0.32 | 0.24 | 0.06 | 0.17 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.27) | (0.23) | (0.21) | (0.29) | (0.04) | ||||
Net realized gains
|
— | (0.01) | (0.01) | (0.14) | — | ||||
Return of Capital
|
— | — | — | (0.02) | — | ||||
Total distributions
|
(0.27) | (0.24) | (0.22) | (0.45) | (0.04) | ||||
Net asset value, end of period
|
$ 9.55 | $ 9.84 | $ 9.76 | $ 9.74 | $ 10.13 | ||||
Total return
(b)
|
(0.20)% | 3.29% | 2.37% | 0.60% | 1.82% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$10,598 | $10,807 | $12,370 | $4,508 | $4,484 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.27% | 0.26% | 0.33% | 0.41% | 0.88%(d) | ||||
Net expenses
(c)
|
0.04% | 0.08% | 0.06% | 0.06% | 0.28%(d) | ||||
Net investment income
(loss)
|
2.78% | 2.30% | 1.83% | 1.95% | 2.91%(d) | ||||
Portfolio turnover rate
(e)
|
90% | 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
12/31/18 |
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
|
$ 9.83 | $ 9.75 | $ 9.74 | $ 10.14 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.27 | 0.23 | 0.20 | 0.20 | 0.04 | ||||
Net realized and unrealized gain
(loss)
|
(0.28) | 0.09 | 0.03 | (0.15) | 0.15 | ||||
Total from investment operations
|
(0.01) | 0.32 | 0.23 | 0.05 | 0.19 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.27) | (0.23) | (0.21) | (0.29) | (0.05) | ||||
Net realized gains
|
— | (0.01) | (0.01) | (0.14) | — | ||||
Return of Capital
|
— | — | — | (0.02) | — | ||||
Total distributions
|
(0.27) | (0.24) | (0.22) | (0.45) | (0.05) | ||||
Net asset value, end of period
|
$ 9.55 | $ 9.83 | $ 9.75 | $ 9.74 | $ 10.14 | ||||
Total return
(b)
|
(0.10)% | 3.30% | 2.27% | 0.54% | 1.97% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$127,817 | $97,318 | $76,429 | $49,641 | $70,950 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.27% | 0.26% | 0.33% | 0.41% | 0.50%(d) | ||||
Net expenses
(c)
|
0.04% | 0.08% | 0.06% | 0.06% | 0.09%(d) | ||||
Net investment income
(loss)
|
2.83% | 2.37% | 1.98% | 1.88% | 1.33%(d) | ||||
Portfolio turnover rate
(e)
|
90% | 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
12/31/18 |
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
|
$ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.36 | 0.08 | 0.31 | 0.15 | 0.04 | ||||
Net realized and unrealized gain
(loss)
|
(1.90) | 2.25 | 0.09 | (0.71) | (0.83) | ||||
Total from investment operations
|
(1.54) | 2.33 | 0.40 | (0.56) | (0.79) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.23) | (0.26) | (0.11) | (0.16) | (0.04) | ||||
Net realized gains
|
(0.44) | (0.14) | — | — | — | ||||
Total distributions
|
(0.67) | (0.40) | (0.11) | (0.16) | (0.04) | ||||
Net asset value, end of period
|
$ 8.46 | $ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | ||||
Total return
(b)
|
(14.38)% | 26.68% | 4.75% | (6.17)% | (7.88)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 3,599 | $ 927 | $1,564 | $ 42 | $ 46 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.57% | 0.53% | 0.58% | 0.70% | 1.17%(d) | ||||
Net expenses
(c)
|
0.42% | 0.44% | 0.42% | 0.32% | 0.60%(d) | ||||
Net investment income
(loss)
|
3.59% | 0.79% | 3.51% | 1.64% | 1.55%(d) | ||||
Portfolio turnover rate
(e)
|
4% | 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
12/31/18 |
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
|
$ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.23 | 0.21 | 0.17 | 0.18 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
(1.76) | 2.14 | 0.25 | (0.72) | (0.83) | ||||
Total from investment operations
|
(1.53) | 2.35 | 0.42 | (0.54) | (0.78) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.24) | (0.28) | (0.13) | (0.18) | (0.05) | ||||
Net realized gains
|
(0.44) | (0.14) | — | — | — | ||||
Total distributions
|
(0.68) | (0.42) | (0.13) | (0.18) | (0.05) | ||||
Net asset value, end of period
|
$ 8.46 | $ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | ||||
Total return
(b)
|
(14.18)% | 27.00% | 5.02% | (5.94)% | (7.81)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 635 | $ 999 | $ 501 | $ 42 | $ 46 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.43% | 0.23% | 0.32% | 0.45% | 0.92%(d) | ||||
Net expenses
(c)
|
0.30% | 0.15% | 0.16% | 0.06% | 0.35%(d) | ||||
Net investment income
(loss)
|
2.27% | 2.12% | 2.01% | 1.89% | 1.81%(d) | ||||
Portfolio turnover rate
(e)
|
4% | 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
12/31/18 |
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
|
$ 10.68 | $ 8.74 | $ 8.45 | $ 9.17 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.26 | 0.32 | 0.20 | 0.24 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
(1.77) | 2.04 | 0.22 | (0.78) | (0.83) | ||||
Total from investment operations
|
(1.51) | 2.36 | 0.42 | (0.54) | (0.78) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.28) | (0.13) | (0.18) | (0.05) | ||||
Net realized gains
|
(0.44) | (0.14) | — | — | — | ||||
Total distributions
|
(0.70) | (0.42) | (0.13) | (0.18) | (0.05) | ||||
Net asset value, end of period
|
$ 8.47 | $ 10.68 | $ 8.74 | $ 8.45 | $ 9.17 | ||||
Total return
(b)
|
(14.03)% | 27.11% | 5.02% | (5.94)% | (7.76)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$433,086 | $456,567 | $222,297 | $57,219 | $40,800 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.18% | 0.18% | 0.23% | 0.45% | 0.73%(d) | ||||
Net expenses
(c)
|
0.05% | 0.10% | 0.07% | 0.06% | 0.15%(d) | ||||
Net investment income
(loss)
|
2.57% | 3.16% | 2.28% | 2.59% | 2.00%(d) | ||||
Portfolio turnover rate
(e)
|
4% | 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
12/31/18 |
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
|
$11.95 | $10.67 | $ 9.30 | $10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.32 | 0.53 | 0.07 | 0.05 | |||
Net realized and unrealized gain
(loss)
|
(1.45) | 1.37 | 1.41 | (0.69) | |||
Total from investment operations
|
(1.13) | 1.90 | 1.48 | (0.64) | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.15) | (0.25) | (0.11) | (0.06) | |||
Net realized gains
|
(0.20) | (0.37) | (0.00)(b) | — | |||
Total distributions
|
(0.35) | (0.62) | (0.11) | (0.06) | |||
Net asset value, end of period
|
$ 10.47 | $ 11.95 | $ 10.67 | $ 9.30 | |||
Total return
(c)
|
(9.35)% | 17.87% | 15.67% | (6.27)% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$9,274 | $ 988 | $ 114 | $ 97 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
(d)
|
0.80% | 1.10% | 2.48% | 5.08%(e) | |||
Net expenses
(d)
|
0.29% | 0.35% | 0.30% | 0.30%(e) | |||
Net investment income
(loss)
|
2.65% | 4.60% | 0.69% | 2.55%(e) | |||
Portfolio turnover rate
(f)
|
22% | 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
12/31/18 |
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
|
$11.95 | $10.67 | $ 9.30 | $10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.20 | 0.40 | 0.14 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
(1.29) | 1.53 | 1.37 | (0.70) | |||
Total from investment operations
|
(1.09) | 1.93 | 1.51 | (0.64) | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.18) | (0.28) | (0.14) | (0.06) | |||
Net realized gains
|
(0.20) | (0.37) | (0.00)(b) | — | |||
Total distributions
|
(0.38) | (0.65) | (0.14) | (0.06) | |||
Net asset value, end of period
|
$ 10.48 | $ 11.95 | $ 10.67 | $ 9.30 | |||
Total return
(c)
|
(9.07)% | 18.16% | 15.96% | (6.18)% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$5,038 | $4,135 | $ 297 | $ 97 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
(d)
|
0.61% | 0.90% | 2.22% | 4.83%(e) | |||
Net expenses
(d)
|
0.07% | 0.11% | 0.05% | 0.05%(e) | |||
Net investment income
(loss)
|
1.58% | 3.42% | 1.42% | 2.80%(e) | |||
Portfolio turnover rate
(f)
|
22% | 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
12/31/18 |
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
|
$ 11.95 | $ 10.67 | $ 9.30 | $10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.29 | 0.15 | 0.15 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
(1.38) | 1.78 | 1.36 | (0.70) | |||
Total from investment operations
|
(1.09) | 1.93 | 1.51 | (0.64) | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.18) | (0.28) | (0.14) | (0.06) | |||
Net realized gains
|
(0.20) | (0.37) | (0.00)(b) | — | |||
Total distributions
|
(0.38) | (0.65) | (0.14) | (0.06) | |||
Net asset value, end of period
|
$ 10.48 | $ 11.95 | $ 10.67 | $ 9.30 | |||
Total return
(c)
|
(9.03)% | 18.16% | 16.21% | (6.38)% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$38,195 | $18,750 | $14,098 | $3,930 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
(d)
|
0.55% | 0.96% | 2.21% | 4.71%(e) | |||
Net expenses
(d)
|
0.04% | 0.05% | 0.05% | 0.05%(e) | |||
Net investment income
(loss)
|
2.37% | 1.29% | 1.51% | 1.49%(e) | |||
Portfolio turnover rate
(f)
|
22% | 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 0.39% | 0.39% | 0.19% | ||
Total Annual Fund Operating Expenses | 0.78% | 0.53% | 0.33% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (0.16%) | (0.16%) | (0.16%) | ||
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, 2020 (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, interest, taxes, extraordinary expenses, acquired fund fees, 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $585 | $746 | $921 | $1,426 |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $38 | $154 | $280 | $650 | |||
Class K | $17 | $ 90 | $169 | $403 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class K | 12/18/15 | |||||
Return Before Taxes | -14.77% | 8.95% | ||||
Return After Taxes on Distributions | -15.29% | 8.29% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -8.25% | 6.97% | ||||
MSCI Emerging Market Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -14.58% | 9.40% |
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. 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. |
• | 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. |
1 | State Street Funds that offer Class N Shares include: State Street Dynamic Small Cap Fund (SVSCX), State Street Defensive Emerging Markets Equity Fund (SSEMX), State Street International Stock Selection Fund (SSAIX) and State Street S&P 500 Index Fund (SVSPX). |
• | 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
12/31/18 |
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
|
$ 14.46 | $ 10.82 | $ 9.99 | $ 10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.32 | 0.29 | 0.21 | 0.02 | |||
Net realized and unrealized gain
(loss)
|
(2.46) | 3.72 | 0.87 | (0.01) | |||
Total from investment operations
|
(2.14) | 4.01 | 1.08 | 0.01 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.27) | (0.30) | (0.22) | (0.02) | |||
Net realized gains
|
(0.09) | (0.07) | (0.03) | — | |||
Total distributions
|
(0.36) | (0.37) | (0.25) | (0.02) | |||
Net asset value, end of period
|
$ 11.96 | $ 14.46 | $ 10.82 | $ 9.99 | |||
Total return
(b)
|
(14.77)% | 37.19% | 10.81% | 0.14% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$580,430 | $607,947 | $374,808 | $165,807 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.33% | 0.34% | 0.56% | 0.83%(c) | |||
Net expenses
|
0.17% | 0.17% | 0.18% | 0.17%(c) | |||
Net investment income
(loss)
|
2.36% | 2.23% | 1.98% | 8.03%(c) | |||
Portfolio turnover rate
|
7% | 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 0.12% |
Total Annual Fund Operating Expenses | 0.29% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.12)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.17% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020, separately with respect to each of the Fund and the Portfolio, (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund or the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.02% of the Fund's or the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$17 | $81 | $151 | $356 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Administrative Shares | 4/18/2001 | |||||||
Return Before Taxes | -4.56% | 8.22% | 12.85% | |||||
Return After Taxes on Distributions | -5.67% | 7.34% | 12.15% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.94% | 6.37% | 10.62% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 13.12% |
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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
Net asset value, beginning of period
|
$ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | $ 15.50 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.34 | 0.38 | 0.26 | 0.31 | 0.29 | ||||
Net realized and unrealized gain
(loss)
|
(1.33) | 3.66 | 1.76 | (0.12) | 1.79 | ||||
Total from investment operations
|
(0.99) | 4.04 | 2.02 | 0.19 | 2.08 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.39) | (0.46) | (0.28) | (0.29) | (0.31) | ||||
Net realized gains
|
(0.60) | (0.79) | (0.08) | — | — | ||||
Total distributions
|
(0.99) | (1.25) | (0.36) | (0.29) | (0.31) | ||||
Net asset value, end of period
|
$ 19.64 | $ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | ||||
Total return
(b)
|
(4.56)% | 21.43% | 11.75% | 1.08% | 13.41% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$213,270 | $274,650 | $277,141 | $261,038 | $248,180 | ||||
Ratios to Average Net Assets:(c) | |||||||||
Total expenses
|
0.27%(d) | 0.26%(d) | 0.27%(d) | 0.31%(d) | 0.30%(e) | ||||
Net expenses
|
0.17%(d) | 0.18%(d) | 0.18%(d) | 0.18%(d) | 0.23%(e) | ||||
Net investment income
(loss)
|
1.51% | 1.83% | 1.48% | 1.76% | 1.78% | ||||
Portfolio turnover rate
|
8%(f) | 30%(f) | 5%(f) | 5%(f) | 4%(g) |
(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). |
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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 0.12% |
Total Annual Fund Operating Expenses | 0.74% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.12)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.62% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020, separately with respect to each of the Fund and the Portfolio, (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund or the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.02% of the Fund's or the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$63 | $224 | $400 | $907 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Class R Shares | 6/7/2005 | |||||||
Return Before Taxes | -5.04% | 7.73% | 12.34% | |||||
Return After Taxes on Distributions | -6.04% | 6.97% | 11.77% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | -2.29% | 5.99% | 10.22% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 13.12% |
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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
Net asset value, beginning of period
|
$ 21.61 | $ 18.81 | $ 17.15 | $ 17.26 | $ 15.49 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.24 | 0.29 | 0.18 | 0.19 | 0.22 | ||||
Net realized and unrealized gain
(loss)
|
(1.33) | 3.66 | 1.76 | (0.09) | 1.78 | ||||
Total from investment operations
|
(1.09) | 3.95 | 1.94 | 0.10 | 2.00 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.36) | (0.20) | (0.21) | (0.23) | ||||
Net realized gains
|
(0.60) | (0.79) | (0.08) | — | — | ||||
Total distributions
|
(0.90) | (1.15) | (0.28) | (0.21) | (0.23) | ||||
Net asset value, end of period
|
$ 19.62 | $ 21.61 | $ 18.81 | $ 17.15 | $ 17.26 | ||||
Total return
(b)
|
(5.04)% | 20.96% | 11.26% | 0.58% | 12.91% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$32,099 | $42,249 | $39,086 | $37,845 | $41,148 | ||||
Ratios to Average Net Assets:(c) | |||||||||
Total expenses
|
0.72%(d) | 0.71%(d) | 0.72%(d) | 0.76%(d) | 0.75%(e) | ||||
Net expenses
|
0.62%(d) | 0.63%(d) | 0.63%(d) | 0.63%(d) | 0.68%(e) | ||||
Net investment income
(loss)
|
1.06% | 1.41% | 0.99% | 1.09% | 1.37% | ||||
Portfolio turnover rate
|
8%(f) | 30%(f) | 5%(f) | 5%(f) | 4%(g) |
(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). |
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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 0.12% |
Total Annual Fund Operating Expenses | 0.39% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.12)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.27% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020, separately with respect to each of the Fund and the Portfolio, (i) to waive up to the full amount of the advisory fee payable by the Fund or the Portfolio, and/or (ii) to reimburse the Fund or the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.02% of the Fund's or the Portfolio's average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Fund/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$28 | $113 | $207 | $481 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Service Shares | 3/10/2003 | |||||||
Return Before Taxes | -4.66% | 8.11% | 12.74% | |||||
Return After Taxes on Distributions | -5.75% | 7.25% | 12.07% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | -2.02% | 6.28% | 10.54% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 13.12% |
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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
Net asset value, beginning of period
|
$ 21.60 | $ 18.81 | $ 17.15 | $ 17.25 | $ 15.49 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.15 | 0.26 | 0.22 | 0.28 | ||||
Net realized and unrealized gain
(loss)
|
(1.33) | 3.87 | 1.74 | (0.05) | 1.77 | ||||
Total from investment operations
|
(1.01) | 4.02 | 2.00 | 0.17 | 2.05 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.37) | (0.44) | (0.26) | (0.27) | (0.29) | ||||
Net realized gains
|
(0.60) | (0.79) | (0.08) | — | — | ||||
Total distributions
|
(0.97) | (1.23) | (0.34) | (0.27) | (0.29) | ||||
Net asset value, end of period
|
$ 19.62 | $ 21.60 | $ 18.81 | $ 17.15 | $ 17.25 | ||||
Total return
(b)
|
(4.66)% | 21.33% | 11.65% | 0.98% | 13.24% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$20,897 | $27,876 | $124,591 | $104,730 | $126,412 | ||||
Ratios to Average Net Assets:(c) | |||||||||
Total expenses
|
0.37%(d) | 0.36%(d) | 0.37%(d) | 0.41%(d) | 0.40%(e) | ||||
Net expenses
|
0.27%(d) | 0.28%(d) | 0.27%(d) | 0.28%(d) | 0.33%(e) | ||||
Net investment income
(loss)
|
1.44% | 0.73% | 1.46% | 1.25% | 1.73% | ||||
Portfolio turnover rate
|
8%(f) | 30%(f) | 5%(f) | 5%(f) | 4%(g) |
(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). |
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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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. |
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 |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
|||||
Premier Class | 2.00% | 0.74% | 0.48% | 8/12/2004 | ||||
Investment Class | 1.67% | 0.49% | 0.26% | 10/15/2007 | ||||
Administration Class | 1.75% | - | 1.12% | 8/29/2016 | ||||
Investor Class | 1.92% | - | 1.68% | 7/13/2017 |
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. |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by U.S. government securities. |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
|||||
Premier Class | 1.76% | 0.56% | 0.32% | 10/25/2007 | ||||
Investment Class | 1.40% | 0.37% | 0.19% | 10/17/2007 | ||||
Administration Class | 1.51% | - | 0.42% | 8/23/2016 | ||||
Investor Class | 1.68% | - | 0.91% | 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% | 0.27% | 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 and Administration 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 |
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 and Administration 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 |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
|||||
Premier Class | 1.75% | 0.54% | 0.28% | 10/24/2007 | ||||
Investment Class | 1.40% | 0.36% | 0.18% | 10/24/2007 | ||||
Investor Class | 1.67% | - | 1.08% | 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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by 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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 219737 Kansas City, MO 64121-9737 |
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
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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. |
Institutional Class(a) | |
For
the
Period 7/6/18* 12/31/18 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0108 |
Net realized and unrealized gain
(loss)
|
0.0001 |
Total from investment operations
|
0.0109 |
Distributions to shareholders from: | |
Net investment income
|
(0.0108) |
Net asset value, end of period
|
$ 1.0001 |
Total return
(b)
|
1.08% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 55 |
Ratios to Average Net Assets: | |
Total expenses
|
0.15%(c) |
Net expenses
|
0.15%(c) |
Net investment income
(loss)
|
2.21%(c) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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. |
Administration Class(a) | |||||
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 8/29/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0174 | 0.0080 | 0.0008 | ||
Net realized and unrealized gain
(loss)
|
(0.0001) | 0.0000(b) | 0.0000(b) | ||
Total from investment operations
|
0.0173 | 0.0080 | 0.0008 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0174) | (0.0080) | (0.0008) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0174) | (0.0080) | (0.0008) | ||
Net asset value, end of period
|
$ 0.9999 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.75% | 0.80% | 0.08% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$956,750 | $831,606 | $798,447 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.37% | 0.37% | 0.38%(d) | ||
Net expenses
|
0.37% | 0.37% | 0.38%(d) | ||
Net investment income
(loss)
|
1.74% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
Net asset value, beginning of period
|
$ 0.9999 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income
(loss)
|
0.0164 | 0.0070 | 0.0010 | 0.0000(b)(c) | 0.0000(b)(c) | ||||
Net realized and unrealized gain
(loss)
|
0.0001 | (0.0001) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0165 | 0.0069 | 0.0010 | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0164) | (0.0070) | (0.0010) | — | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0164) | (0.0070) | (0.0010) | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 0.9999 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.67% | 0.69% | 0.10% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 23 | $ 5,547 | $ 5,582 | $485,292 | $726,910 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.47% | 0.46% | 0.24% | 0.19% | ||||
Net investment income
(loss)
|
1.18% | 0.70% | 0.08% | 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 affiliated 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
12/31/18 |
For
the
Period 7/13/17* - 12/31/17 |
||
Net asset value, beginning of period
|
$ 0.9999 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0191 | 0.0055 | |
Net realized and unrealized gain
(loss)
|
— | (0.0001) | |
Total from investment operations
|
0.0191 | 0.0054 | |
Voluntary expense reimbursement from Affiliate
|
— | 0.0000(b) | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0191) | (0.0055) | |
Net realized gains
|
— | (0.0000)(b) | |
Total distributions
|
(0.0191) | (0.0055) | |
Net asset value, end of period
|
$ 0.9999 | $ 0.9999 | |
Total return
(c)
|
1.92% | 0.54% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$ 40,881 | $ 34,361 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.20% | 0.20%(d) | |
Net expenses
|
0.20% | 0.20%(d) | |
Net investment income
(loss)
|
1.95% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
Net asset value, beginning of period
|
$ 0.9999 | $ 1.0001 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income
(loss)
|
0.0199 | 0.0105 | 0.0045 | 0.0012(b) | 0.0008(b) | ||||
Net realized and unrealized gain
(loss)
|
— | (0.0002) | 0.0001 | 0.0000(c) | (0.0001) | ||||
Total from investment operations
|
0.0199 | 0.0103 | 0.0046 | 0.0012 | 0.0007 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0199) | (0.0105) | (0.0045) | (0.0012) | (0.0007) | ||||
Net realized gains
|
— | (0.0000)(c) | — | — | — | ||||
Total distributions
|
(0.0199) | (0.0105) | (0.0045) | (0.0012) | (0.0007) | ||||
Net asset value, end of period
|
$ 0.9999 | $ 0.9999 | $ 1.0001 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
2.00% | 1.05% | 0.45% | 0.12% | 0.07% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$9,489,591 | $8,303,222 | $6,255,384 | $45,207,442 | $37,932,781 | ||||
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)
|
2.00% | 1.06% | 0.43% | 0.12% | 0.07% |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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. |
Institutional Class(a) | |
For
the
Period 7/31/18* 12/31/18 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0085 |
Net realized gain
(loss)
|
(0.0000)(b) |
Total from investment operations
|
0.0085 |
Distributions to shareholders from: | |
Net investment income
|
(0.0085) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(c)
|
0.85% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 50 |
Ratios to Average Net Assets: | |
Total expenses
|
0.15%(d) |
Net investment income
(loss)
|
2.01%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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. |
Administration Class(a) | |
For
the
Period 07/31/18*- 12/31/18 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0076 |
Net realized gain
(loss)
|
(0.0000)(b) |
Total from investment operations
|
0.0076 |
Distributions to shareholders from: | |
Net investment income
|
(0.0076) |
Total distributions
|
(0.0076) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(c)
|
0.76% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 50 |
Ratios to Average Net Assets: | |
Total expenses
|
0.37%(d) |
Net investment income
(loss)
|
1.79%(d) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0138 | 0.0041 | 0.0000(b) | 0.0000(b)(c) | (0.0010)(c) | ||||
Net realized gain
(loss)
|
(0.0000)(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0010 | ||||
Total from investment operations
|
0.0138 | 0.0041 | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0138) | (0.0041) | (0.0000)(b) | — | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | (0.0000)(b) | ||||
Total distributions
|
(0.0138) | (0.0041) | (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)
|
1.39% | 0.41% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$390,735 | $366,364 | $609,545 | $724,683 | $741,248 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.47% | 0.31% | 0.04% | 0.05% | ||||
Net investment income
(loss)
|
1.37% | 0.38% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 12/22/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0165 | 0.0068 | 0.0001 | ||
Net realized gain
(loss)
|
(0.0000)(b) | 0.0000(b) | (0.0000)(b) | ||
Total from investment operations
|
0.0165 | 0.0068 | 0.0001 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0165) | (0.0068) | (0.0001) | ||
Net realized gains
|
— | (0.0000) | — | ||
Total distributions
|
(0.0165) | (0.0068) | (0.0001) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.66% | 0.68% | 0.00%(d) | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$ 97,241 | $ 29,583 | $ 27,402 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.20% | 0.20% | 0.18%(e) | ||
Net investment income
(loss)
|
1.70% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0173 | 0.0076 | 0.0019 | 0.0000(b)(c) | —(c) | ||||
Net realized gain
(loss)
|
(0.0000)(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0173 | 0.0076 | 0.0019 | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0173) | (0.0076) | (0.0019) | (0.0000)(b) | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | (0.0000)(b) | ||||
Total distributions
|
(0.0173) | (0.0076) | (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)
|
1.74% | 0.76% | 0.19% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$9,424,507 | $12,123,627 | $12,651,785 | $10,412,966 | $8,338,818 | ||||
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% | 0.04% | 0.04% | ||||
Net investment income
(loss)
|
1.71% | 0.76% | 0.19% | 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 affiliated 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%. |
Institutional Class(a) | |
For
the
Period 7/31/18* 12/31/18 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0085 |
Net realized gain
(loss)
|
— |
Total from investment operations
|
0.0085 |
Distributions to shareholders from: | |
Net investment income
|
(0.0085) |
Total distributions
|
(0.0085) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(b)
|
0.85% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 94,554 |
Ratios to Average Net Assets: | |
Total expenses
|
0.15%(c) |
Net expenses
|
0.15%(c) |
Net investment income
(loss)
|
2.04%(c) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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. |
Administration Class(a) | |
For
the
Period 07/31/18*- 12/31/18 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0076 |
Net realized gain
(loss)
|
— |
Total from investment operations
|
0.0076 |
Distributions to shareholders from: | |
Net investment income
|
(0.0076) |
Total distributions
|
(0.0076) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(b)
|
0.76% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 50 |
Ratios to Average Net Assets: | |
Total expenses
|
0.37%(c) |
Net expenses
|
0.37%(c) |
Net investment income
(loss)
|
1.78%(c) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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. |
Investment Class(a) | |||||||||
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0139 | 0.0042 | 0.0000(b) | 0.0000(b)(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0139 | 0.0042 | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0139) | (0.0042) | (0.0000)(b) | — | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0139) | (0.0042) | (0.0000)(b) | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.40% | 0.42% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 69,812 | $ 19,242 | $ 48,170 | $60,041 | $74,781 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.49% | 0.49% | 0.48% | ||||
Net expenses
|
0.47% | 0.47% | 0.31% | 0.06% | 0.05% | ||||
Net investment income
(loss)
|
1.54% | 0.36% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 10/14/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0166 | 0.0069 | 0.0004 | ||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | ||
Total from investment operations
|
0.0166 | 0.0069 | 0.0004 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0166) | (0.0069) | (0.0004) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0166) | (0.0069) | (0.0004) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.67% | 0.69% | 0.04% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$774,885 | $328,764 | $101,461 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.20% | 0.20% | 0.20%(d) | ||
Net expenses
|
0.20% | 0.20% | 0.20%(d) | ||
Net investment income
(loss)
|
1.67% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0174 | 0.0077 | 0.0019 | 0.0000(b)(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0174 | 0.0077 | 0.0019 | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0174) | (0.0077) | (0.0019) | (0.0000)(b) | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0174) | (0.0077) | (0.0019) | (0.0000)(b) | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.75% | 0.77% | 0.19% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$8,402,049 | $4,000,478 | $2,515,246 | $1,684,652 | $2,690,959 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.12% | 0.12% | 0.14% | 0.14% | 0.13% | ||||
Net expenses
|
0.12% | 0.12% | 0.12% | 0.06% | 0.05% | ||||
Net investment income
(loss)
|
1.80% | 0.81% | 0.20% | 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 affiliated 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%. |
Institutional Class(a) | |
For
the
Period 1/18/18* 12/31/18 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0170 |
Net realized gain
(loss)
|
— |
Total from investment operations
|
0.0170 |
Distributions to shareholders from: | |
Net investment income
|
(0.0170) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(b)
|
1.67% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$639,733 |
Ratios to Average Net Assets: | |
Total expenses
|
0.15%(c) |
Net investment income
(loss)
|
1.71%(c) |
* | Commencement of operations. |
(a) | The per share amounts and percentages include the Fund's proportionate share of income and expenses of the affiliated 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. |
Administration Class(a) | |||||
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 8/23/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0150 | 0.0054 | 0.0001 | ||
Net realized gain
(loss)
|
— | 0.0000(b) | (0.0000)(b) | ||
Total from investment operations
|
0.0150 | 0.0054 | 0.0001 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0150) | (0.0054) | (0.0001) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0150) | (0.0054) | (0.0001) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.51% | 0.54% | 0.01% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$1,686,105 | $1,909,670 | $3,423,655 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.37% | 0.37% | 0.37%(d) | ||
Net investment income
(loss)
|
1.47% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0140 | 0.0044 | 0.0000(b) | 0.0000(b)(c) | (0.0000)(b)(c) | ||||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | — | — | ||||
Total from investment operations
|
0.0140 | 0.0044 | 0.0000(b) | 0.0000(b) | (0.0000)(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0140) | (0.0044) | (0.0000)(b) | — | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0140) | (0.0044) | (0.0000)(b) | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.40% | 0.44% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$380,085 | $432,488 | $903,050 | $971,551 | $615,706 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.47% | 0.37% | 0.10% | 0.07% | ||||
Net investment income
(loss)
|
1.42% | 0.40% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 3/21/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0170 | 0.0071 | 0.0014 | ||
Net realized gain
(loss)
|
— | 0.0000(b) | (0.0000)(b) | ||
Total from investment operations
|
0.0170 | 0.0071 | 0.0014 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0170) | (0.0071) | (0.0014) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0170) | (0.0071) | (0.0014) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.68% | 0.71% | 0.14% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$1,875,096 | $1,245,204 | $230,156 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.20% | 0.20% | 0.20%(d) | ||
Net investment income
(loss)
|
1.68% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0170 | 0.0079 | 0.0025 | 0.0000(b)(c) | (0.0000)(b)(c) | ||||
Net realized gain
(loss)
|
— | 0.0000(b) | (0.0000)(b) | 0.0000(b) | — | ||||
Total from investment operations
|
0.0170 | 0.0079 | 0.0025 | 0.0000(b) | (0.0000)(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0170) | (0.0079) | (0.0025) | (0.0000)(b) | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0170) | (0.0079) | (0.0025) | (0.0000)(b) | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.76% | 0.79% | 0.25% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$32,939,927 | $38,921,503 | $43,302,733 | $13,516,264 | $10,962,800 | ||||
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% | 0.09% | 0.07% | ||||
Net investment income
(loss)
|
1.74% | 0.78% | 0.27% | 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 affiliated 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Premier Class | 2.00% | 0.74% | 0.48% | 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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by U.S. government securities. |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Premier Class | 1.76% | 0.56% | 0.32% | 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 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Premier Class | 1.74% | 0.54% | 0.27% | 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 |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by 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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 219737 Kansas City, MO 64121-9737 |
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
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 1 | 0.03% |
Total Annual Fund Operating Expenses | 0.03% |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.01%) |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.02% |
1 | Other Expenses have been restated to reflect current fees. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (i) to waive up to the full amount of the advisory fee payable by the Portfolio, and/or (ii) to reimburse the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.02% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$2 | $9 | $16 | $38 |
One
Year |
Since
Inception
|
Inception
Date |
||||
8/11/2014 | ||||||
Return Before Taxes | -4.42% | 8.23% | ||||
Return After Taxes on Distributions | -6.10% | 6.76% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -2.10% | 5.97% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.26% |
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 1 | 0.040% |
Total Annual Fund Operating Expenses | 0.040% |
Less Fee Waivers and/or Expense Reimbursements 2,3 | (0.015)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.025% |
1 | Other Expenses have been restated to reflect current fees. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (i) to waive up to the full amount of the advisory fee payable by the Portfolio, and/or (ii) to reimburse the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.025% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated prior to April 30, 2020 except with approval of the Portfolio's Board of Trustees. |
3 | 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 | |||
$3 | $11 | $21 | $50 |
One
Year |
Since
Inception
|
Inception
Date |
||||
9/18/2014 | ||||||
Return Before Taxes | -0.12% | 1.93% | ||||
Return After Taxes on Distributions | -1.26% | 0.81% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -0.08% | 0.97% | ||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.05% |
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 |
One
Year |
Since
Inception
|
Inception
Date |
||||
9/16/2014 | ||||||
Return Before Taxes | -13.99% | -0.03% | ||||
Return After Taxes on Distributions | -15.04% | -1.02% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -8.29% | -0.45% | ||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -14.20% | 0.00% |
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 | 0.05% |
Total Annual Fund Operating Expenses | 0.05% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.02%) |
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, 2020 (i) to waive up to the full amount of the advisory fee payable by the Portfolio, and/or (ii) to reimburse the Portfolio to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, 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, 2020 except with approval of the Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$3 | $14 | $26 | $62 |
One
Year |
Since
Inception
|
Inception
Date |
||||
8/11/2015 | ||||||
Return Before Taxes | -9.07% | 4.81% | ||||
Return After Taxes on Distributions | -10.85% | 3.48% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -4.89% | 3.28% | ||||
Russell Small Cap Completeness Index (reflects no deduction for fees, expenses or taxes) | -9.21% | 4.77% |
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, Olga Winner 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 12/31/18 |
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
|
$ 13.07 | $ 11.31 | $ 10.32 | $ 10.55 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.26 | 0.25 | 0.23 | 0.22 | 0.08 | ||||
Net realized and unrealized gain
(loss)
|
(0.86) | 2.21 | 1.02 | (0.09) | 0.63 | ||||
Total from investment operations
|
(0.60) | 2.46 | 1.25 | 0.13 | 0.71 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.27) | (0.18) | (0.20) | (0.08) | ||||
Net realized gains
|
(0.44) | (0.43) | (0.08) | (0.16) | (0.08) | ||||
Total distributions
|
(0.70) | (0.70) | (0.26) | (0.36) | (0.16) | ||||
Net asset value, end of period
|
$ 11.77 | $ 13.07 | $ 11.31 | $ 10.32 | $ 10.55 | ||||
Total return
(b)
|
(4.42)% | 21.66% | 12.18% | 1.29% | 7.12% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$2,634,533 | $2,199,181 | $1,227,444 | $541,335 | $426,710 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.03% | 0.03% | 0.04% | 0.04% | 0.04%(c) | ||||
Net expenses
|
0.02% | 0.03% | 0.03% | 0.03% | 0.03%(c) | ||||
Net investment income
(loss)
|
1.93% | 1.98% | 2.15% | 2.05% | 2.06%(c) | ||||
Portfolio turnover rate
|
8% | 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 12/31/18 |
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
|
$ 10.00 | $ 9.91 | $ 9.89 | $ 10.14 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.26 | 0.23 | 0.23 | 0.20 | 0.04 | ||||
Net realized and unrealized gain
(loss)
|
(0.28) | 0.10 | 0.01 | (0.13) | 0.16 | ||||
Total from investment operations
|
(0.02) | 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
|
(0.27) | (0.24) | (0.21) | (0.19) | (0.04) | ||||
Net realized gains
|
— | — | (0.01) | (0.11) | (0.02) | ||||
Return of Capital
|
— | — | — | (0.02) | — | ||||
Total distributions
|
(0.27) | (0.24) | (0.22) | (0.32) | (0.06) | ||||
Net asset value, end of period
|
$ 9.71 | $ 10.00 | $ 9.91 | $ 9.89 | $ 10.14 | ||||
Total return
(c)
|
(0.12)% | 3.38% | 2.39% | 0.65%(d) | 2.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$846,759 | $687,541 | $249,906 | $83,842 | $80,044 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.04% | 0.06% | 0.14% | 0.17% | 0.25%(f) | ||||
Net expenses
|
0.03% | 0.03% | 0.01% | 0.03% | 0.04%(f) | ||||
Net investment income
(loss)
|
2.73% | 2.31% | 2.24% | 2.00% | 1.52%(f) | ||||
Portfolio turnover rate
|
90% | 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 12/31/18 |
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
|
$ 10.81 | $ 8.73 | $ 8.45 | $ 9.17 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.30 | 0.26 | 0.22 | 0.25 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
(1.82) | 2.12 | 0.20 | (0.79) | (0.82) | ||||
Total from investment operations
|
(1.52) | 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
|
(0.27) | (0.25) | (0.14) | (0.18) | (0.06) | ||||
Net realized gains
|
((0.00))(b) | (0.05) | — | — | — | ||||
Total distributions
|
(0.27) | (0.30) | (0.14) | (0.18) | (0.06) | ||||
Net asset value, end of period
|
$ 9.02 | $ 10.81 | $ 8.73 | $ 8.45 | $ 9.17 | ||||
Total return
(c)
|
(13.99)% | 27.20% | 5.06% | (5.84)%(d) | (7.72)%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,907,599 | $1,655,261 | $552,700 | $117,461 | $49,460 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.06% | 0.06% | 0.23% | 0.48% | 0.73%(f) | ||||
Net expenses
|
0.06% | 0.06% | 0.08% | 0.08% | 0.31%(f) | ||||
Net investment income
(loss)
|
2.89% | 2.59% | 2.51% | 2.73% | 1.77%(f) | ||||
Portfolio turnover rate
|
4% | 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 12/31/18 |
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
|
$ 12.10 | $ 10.65 | $ 9.30 | $ 10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.19 | 0.17 | 0.15 | 0.06 | |||
Net realized and unrealized gain
(loss)
|
(1.31) | 1.76 | 1.38 | (0.69) | |||
Total from investment operations
|
(1.12) | 1.93 | 1.53 | (0.63) | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.19) | (0.15) | (0.09) | (0.06) | |||
Net realized gains
|
(0.48) | (0.33) | (0.09) | (0.01) | |||
Total distributions
|
(0.67) | (0.48) | (0.18) | (0.07) | |||
Net asset value, end of period
|
$ 10.31 | $ 12.10 | $ 10.65 | $ 9.30 | |||
Total return
(b)
|
(9.07)% | 18.20% | 16.46% | 6.30% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$628,732 | $464,870 | $142,269 | $28,151 | |||
Ratios to average net assets: | |||||||
Total expenses
|
0.05% | 0.07% | 0.22% | 0.41%(c) | |||
Net expenses
|
0.03% | 0.03% | 0.03% | 0.03%(c) | |||
Net investment income
(loss)
|
1.52% | 1.46% | 1.55% | 1.61%(c) | |||
Portfolio turnover rate
|
22% | 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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.36% | 0.16% | |
Acquired Fund Fees and Expenses | 0.12% | 0.12% | |
Total Annual Fund Operating Expenses | 0.53% | 0.33% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.24%) | (0.24%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $146 | $272 | $642 | |||
Class K | $ 9 | $ 82 | $161 | $395 |
Underlying Funds |
Target
Retirement 2015 Fund |
|
State Street Equity 500 Index II Portfolio | 18.172% | |
State Street Small/Mid Cap Equity Index Portfolio | 3.228% | |
State Street Global Equity ex-U.S. Index Portfolio | 11.100% | |
State Street Aggregate Bond Index Portfolio | 21.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 19.500% | |
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 | 12.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 3.000% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -2.89% | 3.12% | ||||
Return After Taxes on Distributions | -4.37% | 2.05% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.22% | 2.05% | ||||
Class K | -2.86% | 3.14% | 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) | -2.91% | 3.34% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.30% | 0.10% | |
Acquired Fund Fees and Expenses | 0.11% | 0.11% | |
Total Annual Fund Operating Expenses | 0.46% | 0.26% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.17%) | (0.17%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $130 | $241 | $563 | |||
Class K | $ 9 | $ 66 | $129 | $314 |
Underlying Funds |
Target
Retirement 2020 Fund |
|
State Street Equity 500 Index II Portfolio | 24.195% | |
State Street Small/Mid Cap Equity Index Portfolio | 4.955% | |
State Street Global Equity ex-U.S. Index Portfolio | 16.350% | |
State Street Aggregate Bond Index Portfolio | 25.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 17.500% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 6.500% | |
SPDR Dow Jones Global Real Estate ETF | 4.500% | |
SPDR Portfolio Long Term Treasury ETF | 1.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -4.17% | 3.71% | ||||
Return After Taxes on Distributions | -5.66% | 2.75% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.89% | 2.60% | ||||
Class K | -4.16% | 3.73% | 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) | -4.23% | 3.93% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.29% | 0.09% | |
Acquired Fund Fees and Expenses | 0.08% | 0.08% | |
Total Annual Fund Operating Expenses | 0.42% | 0.22% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.13%) | (0.13%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $122 | $222 | $517 | |||
Class K | $ 9 | $ 58 | $111 | $267 |
Underlying Funds |
Target
Retirement 2025 Fund |
|
State Street Equity 500 Index II Portfolio | 30.518% | |
State Street Small/Mid Cap Equity Index Portfolio | 7.382% | |
State Street Global Equity ex-U.S. Index Portfolio | 22.600% | |
State Street Aggregate Bond Index Portfolio | 17.000% | |
SPDR Bloomberg Barclays TIPS ETF | 8.500% | |
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 | 2.000% | |
SPDR Portfolio Long Term Treasury ETF | 6.000% | |
SPDR Portfolio Short Term Treasury ETF | 0.000% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.000% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -5.48% | 4.19% | ||||
Return After Taxes on Distributions | -6.84% | 3.19% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -2.65% | 2.92% | ||||
Class K | -5.38% | 4.25% | 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) | -5.55% | 4.43% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.29% | 0.09% | |
Acquired Fund Fees and Expenses | 0.06% | 0.06% | |
Total Annual Fund Operating Expenses | 0.40% | 0.20% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.11%) | (0.11%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $117 | $213 | $494 | |||
Class K | $ 9 | $ 53 | $102 | $244 |
Underlying Funds |
Target
Retirement 2030 Fund |
|
State Street Equity 500 Index II Portfolio | 34.222% | |
State Street Small/Mid Cap Equity Index Portfolio | 9.778% | |
State Street Global Equity ex-U.S. Index Portfolio | 27.000% | |
State Street Aggregate Bond Index Portfolio | 13.000% | |
SPDR Bloomberg Barclays TIPS ETF | 2.500% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 3.500% | |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -6.24% | 4.43% | ||||
Return After Taxes on Distributions | -7.51% | 3.58% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -3.06% | 3.25% | ||||
Class K | -6.22% | 4.49% | 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) | -6.32% | 4.63% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.30% | 0.10% | |
Acquired Fund Fees and Expenses | 0.05% | 0.05% | |
Total Annual Fund Operating Expenses | 0.40% | 0.20% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.11%) | (0.11%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $117 | $213 | $494 | |||
Class K | $ 9 | $ 53 | $102 | $244 |
Underlying Funds |
Target
Retirement 2035 Fund |
|
State Street Equity 500 Index II Portfolio | 36.537% | |
State Street Small/Mid Cap Equity Index Portfolio | 11.963% | |
State Street Global Equity ex-U.S. Index Portfolio | 30.000% | |
State Street Aggregate Bond Index Portfolio | 11.000% | |
SPDR Bloomberg Barclays TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.000% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.500% | |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -6.88% | 4.60% | ||||
Return After Taxes on Distributions | -8.04% | 3.82% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -3.43% | 3.42% | ||||
Class K | -6.85% | 4.68% | 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) | -6.94% | 4.78% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.31% | 0.11% | |
Acquired Fund Fees and Expenses | 0.05% | 0.05% | |
Total Annual Fund Operating Expenses | 0.41% | 0.21% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.12%) | (0.12%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $120 | $218 | $506 | |||
Class K | $ 9 | $ 55 | $106 | $256 |
Underlying Funds |
Target
Retirement 2040 Fund |
|
State Street Equity 500 Index II Portfolio | 37.643% | |
State Street Small/Mid Cap Equity Index Portfolio | 14.157% | |
State Street Global Equity ex-U.S. Index Portfolio | 32.200% | |
State Street Aggregate Bond Index Portfolio | 6.000% | |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -7.46% | 4.69% | ||||
Return After Taxes on Distributions | -8.63% | 3.88% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -3.74% | 3.49% | ||||
Class K | -7.52% | 4.70% | 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) | -7.51% | 4.87% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.34% | 0.14% | |
Acquired Fund Fees and Expenses | 0.05% | 0.05% | |
Total Annual Fund Operating Expenses | 0.44% | 0.24% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.15%) | (0.15%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $126 | $231 | $540 | |||
Class K | $ 9 | $ 62 | $120 | $291 |
Underlying Funds |
Target
Retirement 2045 Fund |
|
State Street Equity 500 Index II Portfolio | 38.242% | |
State Street Small/Mid Cap Equity Index Portfolio | 16.558% | |
State Street Global Equity ex-U.S. Index Portfolio | 34.200% | |
State Street Aggregate Bond Index Portfolio | 1.000% | |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -7.96% | 4.76% | ||||
Return After Taxes on Distributions | -9.08% | 3.90% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -4.04% | 3.52% | ||||
Class K | -7.94% | 4.78% | 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) | -8.07% | 4.94% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.38% | 0.18% | |
Acquired Fund Fees and Expenses | 0.05% | 0.05% | |
Total Annual Fund Operating Expenses | 0.48% | 0.28% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.19%) | (0.19%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $135 | $250 | $585 | |||
Class K | $ 9 | $ 71 | $138 | $337 |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -8.14% | 4.63% | ||||
Return After Taxes on Distributions | -9.27% | 3.77% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -4.14% | 3.42% | ||||
Class K | -8.13% | 4.65% | 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) | -8.18% | 4.91% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.55% | 0.35% | |
Acquired Fund Fees and Expenses | 0.05% | 0.05% | |
Total Annual Fund Operating Expenses | 0.65% | 0.45% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.36%) | (0.36%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $172 | $327 | $776 | |||
Class K | $ 9 | $108 | $216 | $532 |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -7.93% | 4.74% | ||||
Return After Taxes on Distributions | -9.12% | 3.85% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -3.96% | 3.50% | ||||
Class K | -7.94% | 4.71% | 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) | -8.18% | 4.91% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 1.71% | 1.51% | |
Acquired Fund Fees and Expenses | 0.06% | 0.06% | |
Total Annual Fund Operating Expenses | 1.82% | 1.62% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (1.53)% | (1.53)% | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $423 | $842 | $2,011 | |||
Class K | $ 9 | $361 | $736 | $1,792 |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -8.13% | 4.63% | ||||
Return After Taxes on Distributions | -9.52% | 3.44% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -3.94% | 3.30% | ||||
Class K | -8.13% | 4.64% | 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) | -8.18% | 4.91% | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.01% |
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 I | Class K | ||
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 |
Class I | Class K | ||
Management Fee | 0.05% | 0.05% | |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% | 0.00% | |
Other Expenses 1 | 0.39% | 0.19% | |
Acquired Fund Fees and Expenses | 0.15% | 0.15% | |
Total Annual Fund Operating Expenses | 0.59% | 0.39% | |
Less Fee Waivers and/or Expense Reimbursements 2 | (0.30%) | (0.30%) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other Expenses have been restated to reflect current fees for Class I shares. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2020 (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, interest, taxes, extraordinary expenses, and distribution, shareholder servicing, and sub-transfer agency 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $159 | $299 | $709 | |||
Class K | $ 9 | $ 95 | $189 | $463 |
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% |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 9/30/2014 | |||||
Return Before Taxes | -2.50% | 2.73% | ||||
Return After Taxes on Distributions | -3.83% | 1.80% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.13% | 1.80% | ||||
Class K | -2.50% | 2.70% | 9/30/2014 | |||
State Street Target Retirement Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -2.59% | 2.92% | ||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.00% |
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% | 18.172% | 24.195% | 30.518% | 34.222% | 36.537% | ||||||
State Street Small/Mid Cap Equity Index Portfolio | 3.155% | 3.228% | 4.955% | 7.382% | 9.778% | 11.963% | ||||||
State Street Global Equity ex-U.S. Index Portfolio | 10.100% | 11.100% | 16.350% | 22.600% | 27.000% | 30.000% | ||||||
State Street Aggregate Bond Index Portfolio | 20.000% | 21.000% | 25.000% | 17.000% | 13.000% | 11.000% | ||||||
SPDR Bloomberg Barclays TIPS ETF | 0.000% | 0.000% | 0.000% | 8.500% | 2.500% | 0.000% | ||||||
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 18.000% | 19.500% | 17.500% | 0.000% | 0.000% | 0.000% | ||||||
SPDR Bloomberg Barclays High Yield Bond ETF | 7.000% | 7.000% | 6.500% | 6.000% | 3.500% | 0.500% | ||||||
SPDR Dow Jones Global Real Estate ETF | 5.000% | 5.000% | 4.500% | 2.000% | 0.000% | 0.000% | ||||||
SPDR Portfolio Long Term Treasury ETF | 0.000% | 0.000% | 1.000% | 6.000% | 10.000% | 10.000% | ||||||
SPDR Portfolio Short Term Treasury ETF | 16.000% | 12.000% | 0.000% | 0.000% | 0.000% | 0.000% | ||||||
SPDR Portfolio Short Term Corporate Bond ETF | 4.000% | 3.000% | 0.000% | 0.000% | 0.000% | 0.000% |
Underlying Funds | 2040 | 2045 | 2050 | 2055 | 2060 | |||||
State Street Equity 500 Index II Portfolio | 37.643% | 38.242% | 38.321% | 38.321% | 38.321% | |||||
State Street Small/Mid Cap Equity Index Portfolio | 14.157% | 16.558% | 17.079% | 17.079% | 17.079% | |||||
State Street Global Equity ex-U.S. Index Portfolio | 32.200% | 34.200% | 34.600% | 34.600% | 34.600% | |||||
State Street Aggregate Bond Index Portfolio | 6.000% | 1.000% | 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% |
Class I | Class K | |
Availability |
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 | $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. |
Initial (Front-End) Sales Charge | 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. |
Distribution and Service (Rule 12b-1) Fees | No. | No. |
Redemption Fees | No. | No. |
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. |
State
Street Target Retirement 2015 Fund
Class I |
|||||||||
Year
Ended
12/31/18 |
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
|
$10.85 | $10.09 | $ 9.72 | $10.03 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.20 | 0.19 | 0.19 | 0.23 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(0.52) | 0.86 | 0.41 | (0.31) | 0.03 | ||||
Total from investment operations
|
(0.32) | 1.05 | 0.60 | (0.08) | 0.09 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.19) | (0.16) | (0.18) | (0.06) | ||||
Net realized gains
|
(0.24) | (0.10) | (0.07) | (0.05) | (0.00)(b) | ||||
Total distributions
|
(0.52) | (0.29) | (0.23) | (0.23) | (0.06) | ||||
Net asset value, end of period
|
$ 10.01 | $ 10.85 | $ 10.09 | $ 9.72 | $ 10.03 | ||||
Total return
(c)
|
(2.89)%(d) | 10.39% | 6.19% | (0.75)% | 0.87% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 42 | $ 189 | $ 819 | $1,030 | $ 585 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.23% | 0.27% | 0.58% | 5.07% | 14.80%(f) | ||||
Net expenses
(e)
|
0.03% | (0.05)%(g) | 0.01% | 0.02% | 0.37%(f) | ||||
Net investment income
(loss)
|
1.87% | 1.79% | 1.85% | 2.32% | 2.31%(f) | ||||
Portfolio turnover rate
|
29% | 34% | 49% | 55% | 39%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (2.89)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
(h) | Not annualized. |
State
Street Target Retirement 2015 Fund
Class K |
|||||||||
Year
Ended
12/31/18 |
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
|
$ 10.85 | $ 10.09 | $ 9.72 | $10.03 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.29 | 0.28 | 0.22 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(0.59) | 0.76 | 0.32 | (0.30) | 0.03 | ||||
Total from investment operations
|
(0.31) | 1.05 | 0.60 | (0.08) | 0.09 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.19) | (0.16) | (0.18) | (0.06) | ||||
Net realized gains
|
(0.24) | (0.10) | (0.07) | (0.05) | (0.00)(b) | ||||
Total distributions
|
(0.53) | (0.29) | (0.23) | (0.23) | (0.06) | ||||
Net asset value, end of period
|
$ 10.01 | $ 10.85 | $ 10.09 | $ 9.72 | $ 10.03 | ||||
Total return
(c)
|
(2.86)%(d) | 10.39% | 6.19% | (0.74)% | 0.92% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$258,012 | $246,006 | $71,486 | $3,707 | $1,740 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.21% | 0.26% | 0.58% | 5.07% | 18.68%(f) | ||||
Net expenses
(e)
|
(0.00)%(g)(h) | (0.02)%(h) | (0.01)%(h) | 0.02% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.54% | 2.71% | 2.72% | 2.19% | 2.50%(f) | ||||
Portfolio turnover rate
|
29% | 34% | 49% | 55% | 39%(i) |
* | 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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (2.86)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Ratio is less than 0.005% |
(h) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
(i) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$11.34 | $10.27 | $ 9.75 | $10.14 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.43 | 0.25 | 0.16 | 0.33 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(0.90) | 1.13 | 0.54 | (0.49) | 0.11 | ||||
Total from investment operations
|
(0.47) | 1.38 | 0.70 | (0.16) | 0.17 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.23) | (0.17) | (0.22) | (0.03) | ||||
Net realized gains
|
(0.29) | (0.08) | (0.01) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.58) | (0.31) | (0.18) | (0.23) | (0.03) | ||||
Net asset value, end of period
|
$ 10.29 | $ 11.34 | $ 10.27 | $ 9.75 | $ 10.14 | ||||
Total return
(c)
|
(4.17)%(d) | 13.38% | 7.34% | (1.56)% | 1.72% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,798 | $ 680 | $ 797 | $1,811 | $ 845 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.16% | 0.15% | 0.30% | 0.55% | 9.11%(f) | ||||
Net expenses
(e)
|
0.02% | 0.01% | 0.07% | 0.01% | 0.37%(f) | ||||
Net investment income
(loss)
|
3.85% | 2.29% | 1.54% | 3.28% | 2.57%(f) | ||||
Portfolio turnover rate
|
22% | 18% | 28% | 39% | 5%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (4.17)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class K | |||||||||
Year
Ended
12/31/18 |
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
|
$ 11.34 | $ 10.28 | $ 9.74 | $ 10.13 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.29 | 0.27 | 0.23 | 0.04 | ||||
Net realized and unrealized gain
(loss)
|
(0.76) | 1.08 | 0.45 | (0.39) | 0.13 | ||||
Total from investment operations
|
(0.47) | 1.37 | 0.72 | (0.16) | 0.17 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.23) | (0.17) | (0.22) | (0.04) | ||||
Net realized gains
|
(0.29) | (0.08) | (0.01) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.58) | (0.31) | (0.18) | (0.23) | (0.04) | ||||
Net asset value, end of period
|
$ 10.29 | $ 11.34 | $ 10.28 | $ 9.74 | $ 10.13 | ||||
Total return
(c)
|
(4.16)%(d) | 13.38% | 7.45% | (1.57)% | 1.67% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$847,142 | $775,643 | $235,727 | $52,303 | $6,399 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.15% | 0.15% | 0.24% | 0.55% | 11.13%(f) | ||||
Net expenses
(e)
|
0.01% | 0.02% | 0.01% | 0.01% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.60% | 2.67% | 2.60% | 2.29% | 1.62%(f) | ||||
Portfolio turnover rate
|
22% | 18% | 28% | 39% | 5%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (4.16)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$11.74 | $10.33 | $ 9.74 | $10.16 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.23 | 0.26 | 0.15 | 0.37 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(0.87) | 1.45 | 0.63 | (0.56) | 0.14 | ||||
Total from investment operations
|
(0.64) | 1.71 | 0.78 | (0.19) | 0.20 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.23) | (0.16) | (0.20) | (0.04) | ||||
Net realized gains
|
(0.28) | (0.07) | (0.03) | (0.03) | (0.00)(b) | ||||
Total distributions
|
(0.57) | (0.30) | (0.19) | (0.23) | (0.04) | ||||
Net asset value, end of period
|
$ 10.53 | $ 11.74 | $ 10.33 | $ 9.74 | $ 10.16 | ||||
Total return
(c)
|
(5.48)%(d) | 16.54% | 8.01% | (1.87)% | 1.99% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,155 | $2,232 | $2,110 | $3,293 | $ 677 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.15% | 0.15% | 0.33% | 1.31% | 10.65%(f) | ||||
Net expenses
(e)
|
0.05% | 0.03% | 0.08% | 0.03% | 0.37%(f) | ||||
Net investment income
(loss)
|
1.98% | 2.36% | 1.53% | 3.71% | 5.10%(f) | ||||
Portfolio turnover rate
|
15% | 10% | 21% | 51% | 13%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (5.48)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class K | |||||||||
Year
Ended
12/31/18 |
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
|
$ 11.75 | $ 10.34 | $ 9.75 | $ 10.16 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.31 | 0.30 | 0.29 | 0.29 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
(0.94) | 1.41 | 0.49 | (0.47) | 0.15 | ||||
Total from investment operations
|
(0.63) | 1.71 | 0.78 | (0.18) | 0.20 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.23) | (0.16) | (0.20) | (0.04) | ||||
Net realized gains
|
(0.28) | (0.07) | (0.03) | (0.03) | (0.00)(b) | ||||
Total distributions
|
(0.57) | (0.30) | (0.19) | (0.23) | (0.04) | ||||
Net asset value, end of period
|
$ 10.55 | $ 11.75 | $ 10.34 | $ 9.75 | $ 10.16 | ||||
Total return
(c)
|
(5.38)%(d) | 16.52% | 8.00% | (1.77)% | 2.04% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,007,169 | $830,080 | $206,696 | $21,815 | $5,597 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.14% | 0.15% | 0.28% | 1.31% | 11.75%(f) | ||||
Net expenses
(e)
|
0.04% | 0.04% | 0.04% | 0.03% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.63% | 2.63% | 2.81% | 2.86% | 2.19%(f) | ||||
Portfolio turnover rate
|
15% | 10% | 21% | 51% | 13%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (5.38)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$11.98 | $10.37 | $ 9.76 | $10.15 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.25 | 0.14 | 0.35 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.05) | 1.64 | 0.65 | (0.54) | 0.16 | ||||
Total from investment operations
|
(0.76) | 1.89 | 0.79 | (0.19) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.27) | (0.23) | (0.16) | (0.20) | (0.07) | ||||
Net realized gains
|
(0.28) | (0.05) | (0.02) | (0.00)(b) | (0.00)(b) | ||||
Total distributions
|
(0.55) | (0.28) | (0.18) | (0.20) | (0.07) | ||||
Net asset value, end of period
|
$ 10.67 | $ 11.98 | $ 10.37 | $ 9.76 | $ 10.15 | ||||
Total return
(c)
|
(6.24)% | 18.27% | 8.10% | (1.83)% | 2.18% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,768 | $1,716 | $1,522 | $2,066 | $ 676 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.15% | 0.15% | 0.30% | 0.59% | 12.59%(e) | ||||
Net expenses
(d)
|
0.07% | 0.06% | 0.08% | 0.03% | 0.37%(e) | ||||
Net investment income
(loss)
|
2.44% | 2.25% | 1.39% | 3.52% | 2.30%(e) | ||||
Portfolio turnover rate
|
12% | 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
12/31/18 |
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
|
$ 12.00 | $ 10.38 | $ 9.76 | $ 10.15 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.28 | 0.25 | 0.25 | 0.07 | ||||
Net realized and unrealized gain
(loss)
|
(1.04) | 1.62 | 0.55 | (0.44) | 0.15 | ||||
Total from investment operations
|
(0.75) | 1.90 | 0.80 | (0.19) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.23) | (0.16) | (0.20) | (0.07) | ||||
Net realized gains
|
(0.28) | (0.05) | (0.02) | (0.00)(b) | (0.00)(b) | ||||
Total distributions
|
(0.56) | (0.28) | (0.18) | (0.20) | (0.07) | ||||
Net asset value, end of period
|
$ 10.69 | $ 12.00 | $ 10.38 | $ 9.76 | $ 10.15 | ||||
Total return
(c)
|
(6.22)% | 18.35% | 8.20% | (1.83)% | 2.23% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$960,339 | $778,969 | $225,549 | $48,114 | $3,243 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.14% | 0.15% | 0.26% | 0.59% | 14.05%(e) | ||||
Net expenses
(d)
|
0.06% | 0.06% | 0.05% | 0.03% | 0.17%(e) | ||||
Net investment income
(loss)
|
2.43% | 2.46% | 2.48% | 2.42% | 2.64%(e) | ||||
Portfolio turnover rate
|
12% | 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
12/31/18 |
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
|
$12.18 | $10.43 | $ 9.77 | $10.17 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.30 | 0.13 | 0.11 | 0.31 | 0.07 | ||||
Net realized and unrealized gain
(loss)
|
(1.14) | 1.91 | 0.74 | (0.51) | 0.15 | ||||
Total from investment operations
|
(0.84) | 2.04 | 0.85 | (0.20) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.22) | (0.16) | (0.18) | (0.05) | ||||
Net realized gains
|
(0.28) | (0.07) | (0.03) | (0.02) | (0.00)(b) | ||||
Total distributions
|
(0.54) | (0.29) | (0.19) | (0.20) | (0.05) | ||||
Net asset value, end of period
|
$ 10.80 | $ 12.18 | $ 10.43 | $ 9.77 | $ 10.17 | ||||
Total return
(c)
|
(6.88)%(d) | 19.56% | 8.61% | (2.00)% | 2.20% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 442 | $ 371 | $ 840 | $1,416 | $ 508 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.16% | 0.17% | 0.36% | 1.83% | 16.79%(f) | ||||
Net expenses
(e)
|
0.07% | 0.07% | 0.09% | 0.03% | 0.37%(f) | ||||
Net investment income
(loss)
|
2.49% | 1.10% | 1.08% | 3.07% | 2.78%(f) | ||||
Portfolio turnover rate
|
13% | 6% | 18% | 38% | 7%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (6.88)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class K | |||||||||
Year
Ended
12/31/18 |
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
|
$ 12.21 | $ 10.44 | $ 9.78 | $ 10.17 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.27 | 0.27 | 0.32 | 0.03 | ||||
Net realized and unrealized gain
(loss)
|
(1.12) | 1.79 | 0.58 | (0.51) | 0.20 | ||||
Total from investment operations
|
(0.84) | 2.06 | 0.85 | (0.19) | 0.23 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.22) | (0.16) | (0.18) | (0.06) | ||||
Net realized gains
|
(0.28) | (0.07) | (0.03) | (0.02) | (0.00)(b) | ||||
Total distributions
|
(0.54) | (0.29) | (0.19) | (0.20) | (0.06) | ||||
Net asset value, end of period
|
$ 10.83 | $ 12.21 | $ 10.44 | $ 9.78 | $ 10.17 | ||||
Total return
(c)
|
(6.85)%(d) | 19.73% | 8.60% | (1.90)% | 2.25% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$796,187 | $584,717 | $165,008 | $17,223 | $3,208 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.15% | 0.17% | 0.33% | 1.83% | 17.89%(f) | ||||
Net expenses
(e)
|
0.07% | 0.08% | 0.06% | 0.03% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.30% | 2.34% | 2.64% | 3.12% | 1.28%(f) | ||||
Portfolio turnover rate
|
13% | 6% | 18% | 38% | 7%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (6.85)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$12.26 | $10.39 | $ 9.71 | $10.13 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.31 | 0.24 | 0.09 | 0.40 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.23) | 1.91 | 0.78 | (0.63) | 0.16 | ||||
Total from investment operations
|
(0.92) | 2.15 | 0.87 | (0.23) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.23) | (0.16) | (0.19) | (0.09) | ||||
Net realized gains
|
(0.29) | (0.05) | (0.03) | (0.00)(b) | (0.00)(b) | ||||
Total distributions
|
(0.55) | (0.28) | (0.19) | (0.19) | (0.09) | ||||
Net asset value, end of period
|
$ 10.79 | $ 12.26 | $ 10.39 | $ 9.71 | $ 10.13 | ||||
Total return
(c)
|
(7.46)%(d) | 20.59% | 9.00% | (2.28)% | 2.23% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,247 | $ 912 | $ 708 | $1,501 | $ 506 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.19% | 0.17% | 0.38% | 0.79% | 18.04%(f) | ||||
Net expenses
(e)
|
0.09% | 0.07% | 0.10% | 0.02% | 0.37%(f) | ||||
Net investment income
(loss)
|
2.50% | 2.14% | 0.86% | 4.02% | 2.53%(f) | ||||
Portfolio turnover rate
|
11% | 6% | 16% | 38% | 5%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (7.46)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class K | |||||||||
Year
Ended
12/31/18 |
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
|
$ 12.27 | $ 10.40 | $ 9.72 | $ 10.13 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.26 | 0.24 | 0.25 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
(1.21) | 1.89 | 0.63 | (0.47) | 0.18 | ||||
Total from investment operations
|
(0.93) | 2.15 | 0.87 | (0.22) | 0.23 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.23) | (0.16) | (0.19) | (0.10) | ||||
Net realized gains
|
(0.29) | (0.05) | (0.03) | (0.00)(b) | (0.00)(b) | ||||
Total distributions
|
(0.55) | (0.28) | (0.19) | (0.19) | (0.10) | ||||
Net asset value, end of period
|
$ 10.79 | $ 12.27 | $ 10.40 | $ 9.72 | $ 10.13 | ||||
Total return
(c)
|
(7.52)%(d) | 20.69% | 8.89% | (2.18)% | 2.28% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$636,762 | $458,132 | $143,526 | $35,359 | $1,512 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.16% | 0.17% | 0.32% | 0.79% | 20.53%(f) | ||||
Net expenses
(e)
|
0.07% | 0.07% | 0.05% | 0.02% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.24% | 2.30% | 2.31% | 2.47% | 1.90%(f) | ||||
Portfolio turnover rate
|
11% | 6% | 16% | 38% | 5%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (7.52)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$12.29 | $10.36 | $ 9.64 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.33 | 0.20 | 0.15 | 0.30 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.31) | 2.02 | 0.75 | (0.54) | 0.16 | ||||
Total from investment operations
|
(0.98) | 2.22 | 0.90 | (0.24) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.24) | (0.16) | (0.17) | (0.16) | ||||
Net realized gains
|
(0.28) | (0.05) | (0.02) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.54) | (0.29) | (0.18) | (0.18) | (0.16) | ||||
Net asset value, end of period
|
$ 10.77 | $ 12.29 | $ 10.36 | $ 9.64 | $ 10.06 | ||||
Total return
(c)
|
(7.96)%(d) | 21.45% | 9.31% | (2.40)% | 2.20% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 787 | $ 762 | $ 853 | $ 782 | $ 335 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.20% | 0.21% | 0.59% | 3.25% | 30.22%(f) | ||||
Net expenses
(e)
|
0.08% | 0.06% | 0.06% | 0.01% | 0.37%(f) | ||||
Net investment income
(loss)
|
2.68% | 1.73% | 1.46% | 2.97% | 2.32%(f) | ||||
Portfolio turnover rate
|
11% | 5% | 17% | 35% | 5%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (7.96)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class K | |||||||||
Year
Ended
12/31/18 |
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
|
$ 12.29 | $ 10.36 | $ 9.63 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.28 | 0.27 | 0.30 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.26) | 1.94 | 0.64 | (0.55) | 0.17 | ||||
Total from investment operations
|
(0.98) | 2.22 | 0.91 | (0.25) | 0.23 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.24) | (0.16) | (0.17) | (0.17) | ||||
Net realized gains
|
(0.28) | (0.05) | (0.02) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.54) | (0.29) | (0.18) | (0.18) | (0.17) | ||||
Net asset value, end of period
|
$ 10.77 | $ 12.29 | $ 10.36 | $ 9.63 | $ 10.06 | ||||
Total return
(c)
|
(7.94)%(d) | 21.45% | 9.31% | (2.40)% | 2.25% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$465,425 | $300,444 | $76,304 | $8,374 | $ 335 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.19% | 0.21% | 0.57% | 3.25% | 30.02%(f) | ||||
Net expenses
(e)
|
0.07% | 0.07% | 0.05% | 0.01% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.29% | 2.39% | 2.62% | 2.99% | 2.53%(f) | ||||
Portfolio turnover rate
|
11% | 5% | 17% | 35% | 5%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (7.94)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$12.24 | $10.33 | $ 9.62 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.37 | 0.15 | 0.08 | 0.43 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.37) | 2.06 | 0.80 | (0.69) | 0.16 | ||||
Total from investment operations
|
(1.00) | 2.21 | 0.88 | (0.26) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.25) | (0.15) | (0.18) | (0.16) | ||||
Net realized gains
|
(0.28) | (0.05) | (0.02) | (0.00)(b) | (0.00)(b) | ||||
Total distributions
|
(0.54) | (0.30) | (0.17) | (0.18) | (0.16) | ||||
Net asset value, end of period
|
$ 10.70 | $ 12.24 | $ 10.33 | $ 9.62 | $ 10.06 | ||||
Total return
(c)
|
(8.14)% | 21.30% | 9.34% | (2.61)% | 2.20% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 374 | $ 240 | $ 366 | $ 795 | $ 168 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.25% | 0.25% | 0.97% | 4.65% | 59.71%(e) | ||||
Net expenses
(d)
|
0.08% | 0.06% | 0.12% | 0.02% | 0.37%(e) | ||||
Net investment income
(loss)
|
3.05% | 1.34% | 0.76% | 4.40% | 2.28%(e) | ||||
Portfolio turnover rate
|
11% | 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
12/31/18 |
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
|
$ 12.24 | $ 10.33 | $ 9.61 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.27 | 0.26 | 0.28 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.28) | 1.94 | 0.63 | (0.55) | 0.16 | ||||
Total from investment operations
|
(1.00) | 2.21 | 0.89 | (0.27) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.25) | (0.15) | (0.18) | (0.16) | ||||
Net realized gains
|
(0.28) | (0.05) | (0.02) | (0.00)(b) | (0.00)(b) | ||||
Total distributions
|
(0.54) | (0.30) | (0.17) | (0.18) | (0.16) | ||||
Net asset value, end of period
|
$ 10.70 | $ 12.24 | $ 10.33 | $ 9.61 | $ 10.06 | ||||
Total return
(c)
|
(8.13)% | 21.42% | 9.35% | (2.71)% | 2.25% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$300,431 | $212,217 | $48,016 | $5,736 | $ 168 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.23% | 0.25% | 0.90% | 4.65% | 59.52%(e) | ||||
Net expenses
(d)
|
0.07% | 0.07% | 0.05% | 0.02% | 0.17%(e) | ||||
Net investment income
(loss)
|
2.30% | 2.37% | 2.61% | 2.82% | 2.48%(e) | ||||
Portfolio turnover rate
|
11% | 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
12/31/18 |
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
|
$12.25 | $10.32 | $ 9.60 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.31 | 0.11 | 0.16 | 0.22 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.29) | 2.11 | 0.73 | (0.49) | 0.16 | ||||
Total from investment operations
|
(0.98) | 2.22 | 0.89 | (0.27) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.25) | (0.24) | (0.15) | (0.18) | (0.16) | ||||
Net realized gains
|
(0.32) | (0.05) | (0.02) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.57) | (0.29) | (0.17) | (0.19) | (0.16) | ||||
Net asset value, end of period
|
$ 10.70 | $ 12.25 | $ 10.32 | $ 9.60 | $ 10.06 | ||||
Total return
(c)
|
(7.93)%(d) | 21.60% | 9.33% | (2.65)% | 2.20% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 130 | $ 105 | $ 271 | $ 222 | $ 168 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.40% | 0.52% | 2.09% | 7.69% | 59.62%(f) | ||||
Net expenses
(e)
|
0.07% | 0.06% | 0.04% | 0.02% | 0.37%(f) | ||||
Net investment income
(loss)
|
2.53% | 0.95% | 1.58% | 2.20% | 2.28%(f) | ||||
Portfolio turnover rate
|
16% | 7% | 14% | 40% | 7%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (7.93)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class K | |||||||||
Year
Ended
12/31/18 |
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
|
$ 12.23 | $ 10.31 | $ 9.59 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.30 | 0.31 | 0.26 | 0.27 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.28) | 1.90 | 0.63 | (0.55) | 0.16 | ||||
Total from investment operations
|
(0.98) | 2.21 | 0.89 | (0.28) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.25) | (0.24) | (0.15) | (0.18) | (0.16) | ||||
Net realized gains
|
(0.32) | (0.05) | (0.02) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.57) | (0.29) | (0.17) | (0.19) | (0.16) | ||||
Net asset value, end of period
|
$ 10.68 | $ 12.23 | $ 10.31 | $ 9.59 | $ 10.06 | ||||
Total return
(c)
|
(7.94)%(d) | 21.53% | 9.34% | (2.75)% | 2.25% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$132,520 | $81,529 | $18,718 | $3,043 | $ 168 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.40% | 0.51% | 2.09% | 7.69% | 59.42%(f) | ||||
Net expenses
(e)
|
0.07% | 0.07% | 0.05% | 0.02% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.49% | 2.67% | 2.61% | 2.64% | 2.48%(f) | ||||
Portfolio turnover rate
|
16% | 7% | 14% | 40% | 7%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (7.94)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Not annualized. |
Class I | |||||||||
Year
Ended
12/31/18 |
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
|
$11.91 | $10.09 | $ 9.50 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.30 | 0.15 | 0.15 | 0.20 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.27) | 2.01 | 0.71 | (0.46) | 0.16 | ||||
Total from investment operations
|
(0.97) | 2.16 | 0.86 | (0.26) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.24) | (0.23) | (0.14) | (0.19) | (0.16) | ||||
Net realized gains
|
(0.42) | (0.11) | (0.13) | (0.11) | (0.00)(b) | ||||
Total distributions
|
(0.66) | (0.34) | (0.27) | (0.30) | (0.16) | ||||
Net asset value, end of period
|
$ 10.28 | $ 11.91 | $ 10.09 | $ 9.50 | $ 10.06 | ||||
Total return
(c)
|
(8.13)% | 21.45% | 9.09% | (2.53)% | 2.18% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 121 | $ 103 | $ 170 | $ 162 | $ 168 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
1.56% | 3.13% | 11.36% | 29.76% | 59.48%(e) | ||||
Net expenses
(d)
|
0.06% | 0.06% | 0.05% | 0.02% | 0.37%(e) | ||||
Net investment income
(loss)
|
2.55% | 1.31% | 1.51% | 1.96% | 2.29%(e) | ||||
Portfolio turnover rate
|
38% | 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
12/31/18 |
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
|
$ 11.91 | $ 10.08 | $ 9.49 | $10.06 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.34 | 0.33 | 0.29 | 0.19 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(1.31) | 1.84 | 0.57 | (0.45) | 0.16 | ||||
Total from investment operations
|
(0.97) | 2.17 | 0.86 | (0.26) | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.24) | (0.23) | (0.14) | (0.20) | (0.16) | ||||
Net realized gains
|
(0.42) | (0.11) | (0.13) | (0.11) | (0.00)(b) | ||||
Total distributions
|
(0.66) | (0.34) | (0.27) | (0.31) | (0.16) | ||||
Net asset value, end of period
|
$ 10.28 | $ 11.91 | $ 10.08 | $ 9.49 | $ 10.06 | ||||
Total return
(c)
|
(8.13)% | 21.57% | 8.98% | (2.53)% | 2.24% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$25,829 | $12,141 | $3,344 | $ 269 | $ 168 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
1.56% | 3.07% | 11.36% | 29.76% | 59.28%(e) | ||||
Net expenses
(d)
|
0.06% | 0.07% | 0.06% | 0.02% | 0.17%(e) | ||||
Net investment income
(loss)
|
2.87% | 2.94% | 2.91% | 1.88% | 2.49%(e) | ||||
Portfolio turnover rate
|
38% | 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. |
State
Street Target Retirement Fund
Class I |
|||||||||
Year
Ended
12/31/18 |
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
|
$10.73 | $10.12 | $ 9.79 | $10.03 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.19 | 0.19 | 0.19 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
(0.55) | 0.71 | 0.32 | (0.23) | 0.02 | ||||
Total from investment operations
|
(0.27) | 0.90 | 0.51 | (0.04) | 0.07 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.20) | (0.17) | (0.19) | (0.04) | ||||
Net realized gains
|
(0.15) | (0.09) | (0.01) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.44) | (0.29) | (0.18) | (0.20) | (0.04) | ||||
Net asset value, end of period
|
$ 10.02 | $ 10.73 | $ 10.12 | $ 9.79 | $ 10.03 | ||||
Total return
(c)
|
(2.50)%(d) | 8.92% | 5.27% | (0.39)% | 0.70% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 108 | $ 139 | $ 612 | $ 653 | $ 418 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.25% | 0.36% | 0.66% | 1.15% | 21.40%(f) | ||||
Net expenses
(e)
|
(0.03)%(g) | (0.05)%(g) | (0.03)%(g) | 0.01% | 0.37%(f) | ||||
Net investment income
(loss)
|
2.62% | 1.78% | 1.89% | 1.94% | 2.07%(f) | ||||
Portfolio turnover rate
|
53% | 25% | 37% | 31% | 8%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (2.50)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
(h) | Not annualized. |
State
Street Target Retirement Fund
Class K |
|||||||||
Year
Ended
12/31/18 |
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
|
$ 10.71 | $ 10.12 | $ 9.78 | $ 10.03 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.28 | 0.23 | 0.20 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
(0.56) | 0.60 | 0.29 | (0.25) | 0.02 | ||||
Total from investment operations
|
(0.27) | 0.88 | 0.52 | (0.05) | 0.08 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.20) | (0.17) | (0.19) | (0.05) | ||||
Net realized gains
|
(0.15) | (0.09) | (0.01) | (0.01) | (0.00)(b) | ||||
Total distributions
|
(0.44) | (0.29) | (0.18) | (0.20) | (0.05) | ||||
Net asset value, end of period
|
$ 10.00 | $ 10.71 | $ 10.12 | $ 9.78 | $ 10.03 | ||||
Total return
(c)
|
(2.50)%(d) | 8.83% | 5.28% | (0.49)% | 0.75% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$200,840 | $135,420 | $55,499 | $22,265 | $1,558 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.24% | 0.36% | 0.66% | 1.15% | 25.06%(f) | ||||
Net expenses
(e)
|
(0.04)%(g) | (0.02)%(g) | (0.04)%(g) | 0.01% | 0.17%(f) | ||||
Net investment income
(loss)
|
2.69% | 2.61% | 2.23% | 1.99% | 2.59%(f) | ||||
Portfolio turnover rate
|
53% | 25% | 37% | 31% | 8%(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 Affiliates had not made a contribution during the period ended December 31, 2018, total return would have remained (2.50)%. See Note 3. |
(e) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(f) | Annualized. |
(g) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
(h) | 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by U.S. government securities. |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class G | 1.80% | 0.69% | 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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by 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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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
12/31/18 |
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 | $ 1.0000 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income
(loss)
|
0.0180 | 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
|
0.0180 | 0.0083 | 0.0029 | 0.0002 | 0.0000(c) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0180) | (0.0083) | (0.0029) | (0.0002) | (0.0000)(c) | ||||
Net realized gains
|
— | (0.0000)(c) | — | — | — | ||||
Total distributions
|
(0.0180) | (0.0083) | (0.0029) | (0.0002) | (0.0000)(c) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.80% | 0.83% | 0.29% | 0.02% | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$3,065,834 | $4,349,842 | $581,991 | $732,938 | $872,335 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.08% | 0.08% | 0.08% | 0.08% | 0.09%(f) | ||||
Net expenses
|
0.08% | 0.08% | 0.08% | 0.08% | 0.08%(f) | ||||
Net investment income
(loss)
|
1.74% | 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 affiliated 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
SSITCLGSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Prospectus
Dated April 30, 2019
State Street Institutional Investment Trust
State Street Cash Reserves Fund
Institutional Class (CCQXX)
Administration Class (CCVXX)
Investment Class (CCWXX)
Investor Class (MMDXX)
Premier Class (MMEXX)
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund (or from your financial intermediary, such as a broker-dealer or bank). Instead, the reports will be made available on the Funds website (www.ssga.com/cash), and you will be notified by mail each time a report is posted, and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by calling (866) 392-0869.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling (866) 392-0869. Your election to receive reports in paper will apply to all funds held in your account, if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
An investment in the Fund offered by this Prospectus is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. It is possible to lose money by investing in the Fund offered in this Prospectus.
The Fund may offer multiple classes of shares. This Prospectus covers only the Institutional Class, Administration Class, Investment Class, Investor Class, and Premier Class Shares of the State Street Cash Reserves Fund.
1 | ||||
1 | ||||
Additional Information About Investment Objective, Principal Strategies and Risks |
7 | |||
Additional Information About Non-Principal Investment Strategies and Risks |
13 | |||
14 | ||||
15 | ||||
16 | ||||
22 | ||||
23 | ||||
24 |
Investment Objective
The investment objective of State Street Cash Reserves Fund (the Fund) is to seek to maximize current income, to the extent consistent with the preservation of capital and liquidity and the maintenance of a stable $1.00 per share net asset value (NAV) by investing in U.S. dollar-denominated money market securities.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Cash Reserves Fund (Fund Shares). The expenses shown in the table and the Example reflect the expenses of the Fund and the Funds proportionate share of the expenses of the State Street Cash Reserves Portfolio (the Cash Reserves Portfolio or sometimes referred to in context as the Portfolio).
Shareholder Fees (fees paid directly from your investment)
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 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
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 Funds investment adviser, SSGA Funds Management, Inc. (the Adviser or SSGA FM), is contractually obligated until April 30, 2020 (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, 2020 except with approval of the Funds Board of Trustees. |
Example:
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated, and then sell all of your Fund Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The calculation of costs for the one-year period takes into account the effect of any current contractual fee waivers and/or reimbursements; and the calculation of costs for the remaining periods takes such fee waivers and/or reimbursements into account only for the first year of each such period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 year | 3 years | |||||||
Institutional |
$ | 20 | $ | 128 | ||||
Administration |
$ | 43 | $ | 198 | ||||
Investment |
$ | 53 | $ | 230 | ||||
Investor |
$ | 26 | $ | 144 | ||||
Premier |
$ | 17 | $ | 118 |
1
Principal Investment Strategies
In managing the State Street Cash Reserves Fund, the Adviser follows a disciplined investment process, basing its decisions on the relative attractiveness of different money market instruments. Among other things, SSGA FM conducts its own credit analyses of potential investments and portfolio holdings, and relies substantially on a dedicated short term credit research team. In the Advisers opinion the attractiveness of an instrument may vary depending on a variety of factors, including for example the general level of interest rates, imbalances of supply and demand in the market, and the credit quality of the obligors.
The Fund is a retail money market fund and seeks to maintain its net asset value NAV at $1.00 per share, although there can be no assurance that it will be able to do so.
The Fund attempts to meet its investment objective by investing in a broad range of money market instruments. These may include U.S. Government securities (including U.S. Treasury bills, notes and bonds and other securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities); certificates of deposit and time deposits of U.S. and foreign banks; commercial paper and other high quality obligations of U.S. or foreign companies; asset-backed securities, including asset backed commercial paper; mortgage-related securities; and repurchase agreements. These instruments may bear fixed, variable or floating rates of interest or may be zero-coupon securities. The Fund also may invest in shares of other money market funds, including funds advised by the Adviser. A substantial portion of the Fund may be invested in securities that are issued or traded pursuant to exemptions from registration under the federal securities laws.
The Fund purchases assets that have received a top tier (without regard to subcategories or gradations) short-term debt rating from one or more nationally recognized statistical rating organizations ( e.g ., those rated A-1 by Standard & Poors Rating Group (S&P), P-1 by Moodys Investor Service, Inc. (Moodys) or F1 by Fitch Ratings (Fitch)) or, if unrated, that are considered to be of comparable quality by the Adviser.
Under normal circumstances, the Fund intends to invest at least 25% of its assets in bank obligations.
The Fund invests in accordance with regulatory requirements applicable to money market funds, which require, among other things, the Fund to invest only in short-term, high quality debt obligations (generally, securities that have remaining maturities of 397 calendar days or less and that the Fund believes present minimal credit risk) to maintain a maximum dollar weighted average maturity and dollar-weighted average life of sixty (60) days or less and 120 days or less, respectively, and to meet requirements as to portfolio diversification and liquidity. For the purposes of determining the Funds weighted average maturity, a securitys final maturity date will be used, unless the security is a floating rate or variable rate security in which case the maturity will be determined in accordance with the rules applicable to money market funds.
The Fund currently intends to invest nearly all of its assets in the State Street Cash Reserves Portfolio, another open-end investment company managed by the Adviser, with an investment objective and policies substantially identical to those of the Fund.
Principal Risks
You could lose money by investing in the Fund. An investment in the Fund is subject to investment risks, including possible loss of principal, is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency . The Fund may not achieve its investment objective. General risks associated with the Funds and the Portfolios investment policies and investment strategies are discussed below. The risks are described in alphabetical order and not in the order of importance or potential exposure. The Fund is not intended to be a complete investment program, but rather is intended for investment as part of a diversified investment portfolio. Investors should consult their own advisers as to the role of the Fund in their overall investment programs.
In addition, the Fund is subject to the following risks. The risks are described in alphabetical order and not in the order of importance or potential exposure.
Counterparty Risk: The Fund will be subject to credit risk with respect to the counterparties with which the Fund enters into repurchase agreements and other transactions. If a counterparty fails to meet its contractual obligations, the Fund may be unable to terminate the transaction, and it may be delayed or prevented from realizing on any collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty.
Debt Securities Risk: The values of debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply.
2
A rising interest rate environment may cause the value of the Funds fixed income securities to decrease, an adverse impact on the liquidity of the Funds fixed income securities, and increased volatility of the fixed income markets. If the principal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at lower rates. During periods of falling interest rates, the income received by the Fund may decline. Changes in interest rates will likely have a greater effect on the values of debt securities of longer durations. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities.
Financial Institutions Risk: Changes in the creditworthiness of financial institutions (such as banks and broker-dealers) may adversely affect the values of instruments of issuers in financial industries. Adverse developments in banking and other financial industries may cause the Fund to underperform relative to other funds that invest more broadly across different industries or have a smaller exposure to financial institutions. Changes in governmental regulation and oversight of financial institutions may have an adverse effect on the financial condition of a financial institution.
Income Risk: The Funds income may decline due to falling interest rates or other factors. Issuers of securities held by the Fund may call or redeem the securities during periods of falling interest rates, and the Fund would likely be required to reinvest in securities paying lower interest rates. If an obligation held by the Fund is prepaid, the Fund may have to reinvest the prepayment in other obligations paying income at lower rates.
Large Shareholder Risk: To the extent a large proportion of the shares of the Portfolio are held by a small number of shareholders (or a single shareholder), including funds or accounts over which the Adviser has investment discretion, the Portfolio is subject to the risk that these shareholders will purchase or redeem Portfolio shares in large amounts rapidly or unexpectedly, including as a result of an asset allocation decision made by the Adviser. These transactions could adversely affect the ability of the Portfolio to conduct its investment program.
Liquidity Risk: Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price or at all. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. Illiquidity of the Funds holdings may limit the ability of the Fund to obtain cash to meet redemptions on a timely basis. In addition, the Fund, due to limitations on investments in any illiquid securities and/or the difficulty in purchasing and selling such investments, may be unable to achieve its desired level of exposure to a certain market or sector.
Low Short-Term Interest Rates: During market conditions in which short-term interest rates are at low levels, the Funds yield can be very low. During these conditions, it is possible that the Fund will generate an insufficient amount of income to pay its expenses, and that it will not be able to pay a daily dividend and may have a negative yield (i.e., it may lose money on an operating basis). It is possible that the Fund would, during these conditions, maintain a substantial portion of its assets in cash, on which it may earn little, if any, income.
Market Risk: The Funds investments are subject to changes in general economic conditions, and general market fluctuations and the risks inherent in investment in securities markets. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, changes in the actual or perceived creditworthiness of issuers, and general market liquidity. The Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets.
Master/Feeder Structure Risk : The Fund pursues its objective by investing substantially all of its assets in another pooled investment vehicle (a master fund). The ability of the Fund to meet its investment objective is directly related to the ability of the master fund to meet its investment objective. The Adviser serves as investment adviser to the master fund, leading to potential conflicts of interest. The Fund will bear its pro rata portion of the expenses incurred by the master fund. Substantial redemptions by other investors in a master fund may affect the master funds investment program adversely and limit the ability of the master fund to achieve its objective.
3
Mortgage-Related and Other Asset-Backed Securities Risk: Investments in mortgage-related and other asset-backed securities are subject to the risk of significant credit downgrades, illiquidity, and defaults to a greater extent than many other types of fixed-income investments. During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the securitys duration and interest rate sensitivity, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, and the underlying assets or collateral may be insufficient if the issuer defaults.
Non-U.S. Securities Risk: Non-U.S. securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. There may be less information publicly available about a non-U.S. entity than about a U.S. entity, and many non-U.S. entities are not subject to accounting, auditing, legal and financial report standards comparable to those in the United States. Further, such entities and/or their securities may be subject to risks associated with currency controls; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. Securities traded on foreign markets may be less liquid (harder to sell) than securities traded domestically. Foreign governments may impose restrictions on the repatriation of capital to the U.S. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Investments in depositary receipts may be less liquid and more volatile than the underlying shares in their primary trading market.
Rapid Changes in Interest Rates Risk: Rapid changes in interest rates may cause significant requests to redeem Fund Shares, and possibly cause the Fund to sell portfolio securities at a loss to satisfy those requests.
Repurchase Agreement Risk: Repurchase agreements may be viewed as loans made by the Fund which are collateralized by the securities subject to repurchase. If the Funds counterparty should default on its obligations and the Fund is delayed or prevented from recovering the collateral, or if the value of the collateral is insufficient, the Fund may realize a loss.
Restricted Securities Risk: The Fund may hold securities that have not been registered for sale to the public under the U.S. federal securities laws. There can be no assurance that a trading market will exist at any time for any particular restricted security. Limitations on the resale of these securities may have an adverse effect on their marketability, and may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the securities may have significant volatility.
Risk of Investment in Other Pools: If the Fund invests in another pooled investment vehicle, it is exposed to the risk that the other pool will not perform as expected and is exposed indirectly to all of the risks applicable to an investment in such other pool. The investment policies of the other pool may not be the same as those of the Fund; as a result, an investment in the other pool may be subject to additional or different risks than those to which the Fund is typically subject. The Fund bears its proportionate share of the fees and expenses of any pool in which it invests. The Adviser or an affiliate may serve as investment adviserto a pool in which the Fund may invest, leading to potential conflicts of interest. It is possible that other clients of the Adviser or its affiliates will purchase or sell interests in a pool sponsored or managed by the Adviser or its affiliates at prices and at times more favorable than those at which the Fund does so.
Significant Exposure to U.S. Government Agencies or Instrumentalities Risk: To the extent the Fund focuses its investments in securities issued or guaranteed by U.S. government agencies or instrumentalities, any market movements, regulatory changes or changes in political or economic conditions that affect the U.S. government agencies or instrumentalities in which the Fund invests may have a significant impact on the Funds performance. Events that would adversely affect the market prices of securities issued or guaranteed by one government agency or instrumentality may adversely affect the market price of securities issued or guaranteed by other government agencies or instrumentalities.
4
Stable Share Price Risk: If the market value of one or more of the Funds investments changes substantially, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.
U.S. Government Securities Risk: Certain U.S. government securities are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agencys obligations; and still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. government-sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Association (Fannie Mae) may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury, are not supported by the full faith and credit of the U.S. government, and involve increased credit risks.
Variable and Floating Rate Securities Risk: During periods of increasing interest rates, changes in the coupon rates of variable or floating rate securities may lag behind the changes in market rates or may have limits on the maximum increases in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities will typically readjust downward resulting in a lower yield. In addition, investment in derivative variable rate securities, such as inverse floaters, whose rates vary inversely with market rates of interest, or range floaters or capped floaters, whose rates are subject to periodic or lifetime caps, or in securities that pay a rate of interest determined by applying a multiple to the variable rate involves special risks as compared to investment in a fixed-rate security and may involve leverage.
Zero-Coupon Bond Risk: Zero-coupon bonds usually trade at a deep discount from their face or par values and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities that make current distributions of interest.
Performance
Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Fund by showing the variability of the Funds returns based on net assets. The Fund will make updated performance information, including its current net asset value, available at the Funds website: www.ssga.com/cash.
Investment Adviser
SSGA FM serves as the investment adviser to the Fund.
Purchase and Sale of Fund Shares
Purchase Minimums
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 |
5
You may purchase or redeem Fund Shares on any day the Fund is open for business.
You may purchase or redeem Fund Shares by written request or wire transfer. Written requests should be sent to:
By Mail:
State Street Funds
P.O. Box 219737
Kansas City, MO 64121-9737
By Overnight:
State Street Funds
430 W 7 th Street Suite 219737
Kansas City, MO 64105-1407
By Telephone:
For wire transfer instructions, please call (866) 392-0869 between 7:00 a.m. and 5:00 p.m. Eastern time. Redemptions by telephone are permitted only if you previously have been authorized for these transactions.
By Intermediary:
If you wish to purchase or redeem Fund Shares through a broker, bank or other financial intermediary (Financial Intermediary), please contact that Financial Intermediary directly. Your Financial Intermediary may have different or additional requirements for opening an account and/or for the processing of purchase and redemption orders, or may be closed at times when the Fund is open.
Financial Intermediaries may contact DST Asset Manager Solutions, Inc. at (877) 332-6207 or via email at nsccresearch@dstsystems.com with questions.
Tax Information
The Funds distributions are expected to be taxed as ordinary income and/or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account. Any withdrawals made from such tax-advantaged arrangement may be taxable to you.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Fund Shares through a broker-dealer or other Financial Intermediary (such as a bank), the Adviser or its affiliates may pay the Financial Intermediary for certain activities related to the Fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the Fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your Financial Intermediarys website for more information.
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ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND RISKS
Investment Objective
The investment objective of the Fund, as stated in the Funds Fund Summary, may be changed without shareholder approval.
State Street Cash Reserves Fund
Principal Investment Strategies
In managing the State Street Cash Reserves Fund, the Adviser follows a disciplined investment process, basing its decisions on the relative attractiveness of different money market instruments. Among other things, SSGA FM conducts its own credit analyses of potential investments and portfolio holdings, and relies substantially on a dedicated short term credit research team. In the Advisers opinion the attractiveness of an instrument may vary depending on a variety of factors, including for example the general level of interest rates, imbalances of supply and demand in the market, and the credit quality of the obligors.
The Fund is a retail money market fund and seeks to maintain its net asset value NAV at $1.00 per share, although there can be no assurance that it will be able to do so.
The Fund attempts to meet its investment objective by investing in a broad range of money market instruments. These may include U.S. Government securities (including U.S. Treasury bills, notes and bonds and other securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities); certificates of deposit and time deposits of U.S. and foreign banks; commercial paper and other high quality obligations of U.S. or foreign companies; asset-backed securities, including asset backed commercial paper; mortgage-related securities; and repurchase agreements. These instruments may bear fixed, variable or floating rates of interest or may be zero-coupon securities. The Fund also may invest in shares of other money market funds, including funds advised by the Adviser. A substantial portion of the Fund may be invested in securities that are issued or traded pursuant to exemptions from registration under the federal securities laws.
The Fund purchases assets that have received a top tier (without regard to subcategories or gradations) short-term debt rating from one or more nationally recognized statistical rating organizations ( e.g ., those rated A-1 by Standard & Poors Rating Group (S&P), P-1 by Moodys Investor Service, Inc. (Moodys) or F1 by Fitch Ratings (Fitch)) or, if unrated, that are considered to be of comparable quality by the Adviser.
Under normal circumstances, the Fund intends to invest at least 25% of its assets in bank obligations.
The Fund invests in accordance with regulatory requirements applicable to money market funds, which require, among other things, the Fund to invest only in short-term, high quality debt obligations (generally, securities that have remaining maturities of 397 calendar days or less and that the Fund believes present minimal credit risk) to maintain a maximum dollar weighted average maturity and dollar-weighted average life of sixty (60) days or less and 120 days or less, respectively, and to meet requirements as to portfolio diversification and liquidity. For the purposes of determining the Funds weighted average maturity, a securitys final maturity date will be used, unless the security is a floating rate or variable rate security in which case the maturity will be determined in accordance with the rules applicable to money market funds.
The Fund currently intends to invest nearly all of its assets in the State Street Cash Reserves Portfolio, another open-end investment company managed by the Adviser, with an investment objective and policies substantially identical to those of the Fund.
Additional Information About Risks
Additional information about risks is described below. The risks are described in alphabetical order and not in the order of importance or potential exposure.
Call/Prepayment Risk . Call/prepayment risk is the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund earlier than expected or required. This may occur, for example, when there is a decline in interest rates, and an issuer of bonds or preferred stock redeems the bonds or stock in order to replace them with obligations on which it is required to pay a lower interest or dividend rate. It may also occur when there is an unanticipated increase in the rate at which mortgages or other receivables underlying mortgage- or asset-backed securities held by the Fund are prepaid. In any such case, the Fund may be forced to invest the prepaid amounts in lower-yielding investments, resulting in a decline in the Funds income.
Counterparty Risk . The Fund will be subject to credit risk with respect to the counterparties with which the Fund enters into derivatives contracts and other transactions such as repurchase agreements or reverse repurchase agreements. The Funds ability to profit from these types of investments and transactions will depend on the willingness and ability of its counterparty to perform its obligations. If a counterparty fails to meet its contractual obligations, the Fund may be unable to terminate or realize any gain on the investment or transaction, resulting in a loss to the Fund. The Fund may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of any collateral posted by it) and may
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obtain only a limited recovery or may obtain no recovery in such circumstances. If the Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Under applicable law or contractual provisions, including if the Fund enters into an investment or transaction with a financial institution and such financial institution (or an affiliate of the financial institution) experiences financial difficulties, then the Fund may in certain situations be prevented or delayed from exercising its rights to terminate the investment or transaction, or to realize on any collateral and may result in the suspension of payment and delivery obligations of the parties under such investment or transactions or in another institution being substituted for that financial institution without the consent of the Fund. Further, the Fund may be subject to bail-in risk under applicable law whereby, if required by the financial institutions authority, the financial institutions liabilities could be written down, eliminated or converted into equity or an alternative instrument of ownership. A bail-in of a financial institution may result in a reduction in value of some or all of its securities and, if the Fund holds such securities or has entered into a transaction with such a financial security when a bail-in occurs, the Fund may also be similarly impacted.
Credit Risk . Credit risk is the risk that an issuer, guarantor or liquidity provider of a fixed-income security held by the Fund may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. It includes the risk that the security will be downgraded by a credit rating agency; generally, lower credit quality issuers present higher credit risks. An actual or perceived decline in creditworthiness of an issuer of a fixed-income security held by the Fund may result in a decrease in the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Fund owns securities of the issuer or that the issuer will default on its obligations or that the obligations of the issuer will be limited or restructured.
The credit rating assigned to any particular investment does not necessarily reflect the issuers current financial condition and does not reflect an assessment of an investments volatility or liquidity. Securities rated in the lowest category of investment-grade are considered to have speculative characteristics. If a security held by the Fund loses its rating or its rating is downgraded, the Fund may nonetheless continue to hold the security in the discretion of the Adviser. In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages to make payments of interest and/or principal may affect the values of those securities.
Debt Securities Risk . The values of debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. A rising interest rate environment may cause the value of the Funds fixed income securities to decrease, an adverse impact on the liquidity of the Funds fixed income securities, and increased volatility of the fixed income markets. If the principal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at lower rates. During periods of falling interest rates, the income received by the Fund may decline. Changes in interest rates will likely have a greater effect on the values of debt securities of longer durations. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities.
Extension Risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower-than-expected principal payments. This may increase the period of time during which an investment earns a below-market interest rate, increase the securitys duration and reduce the value of the security. Extension risk may be heightened during periods of adverse economic conditions generally, as payment rates decline due to higher unemployment levels and other factors.
Financial Institutions Risk . Some instruments are issued or guaranteed by financial institutions, such as banks and brokers, or are collateralized by securities issued or guaranteed by financial institutions. Changes in the creditworthiness of any of these institutions may adversely affect the values of instruments of issuers in financial industries. Financial institutions may be particularly sensitive to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. Adverse developments in banking and other financial industries may cause the Fund to underperform relative to other funds that invest more broadly across different industries or have a smaller exposure to financial institutions. Changes in governmental regulation and oversight of financial institutions may have an adverse effect on the financial condition or the earnings or operations of a financial institution and on the types and amounts of businesses in which a financial institution may engage. An investor may be delayed or prevented from exercising certain remedies against a financial institution. The amount of the Funds assets that may be invested in any financial institution, or financial institutions generally, may be limited by applicable law.
8
Income Risk. The Funds income may decline due to falling interest rates or other factors. Issuers of securities held by the Fund may call or redeem the securities during periods of falling interest rates, and the Fund would likely be required to reinvest in securities paying lower interest rates. If an obligation held by the Fund is prepaid, the Fund may have to reinvest the prepayment in other obligations paying income at lower rates. A reduction in the income earned by the Fund may limit the Funds ability to achieve its objective.
Interest Rate Risk . Interest rate risk is the risk that the securities held by the Fund will decline in value because of increases in market interest rates. Duration is a measure used to determine the sensitivity of a securitys price to changes in interest rates. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. For example, the value of a security with a duration of five years would be expected to decrease by 5% for every 1% increase in interest rates. Falling interest rates also create the potential for a decline in the Funds income and yield. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. Variable and floating rate securities also generally increase or decrease in value in response to changes in interest rates, although generally to a lesser degree than fixed-rate securities. A substantial increase in interest rates may also have an adverse impact on the liquidity of a security, especially those with longer durations. Changes in governmental policy, including changes in central bank monetary policy, could cause interest rates to rise rapidly, or cause investors to expect a rapid rise in interest rates. This could lead to heightened levels of interest rate, volatility and liquidity risks for the fixed income markets generally and could have a substantial and immediate effect on the values of the Funds investments.
Large Shareholder Risk . To the extent a large proportion of the shares of the Portfolio are highly concentrated or held by a small number of shareholders (or a single shareholder), including funds or accounts over which the Adviser has investment discretion, the Portfolio is subject to the risk that these shareholders will purchase or redeem Portfolio shares in large amounts rapidly or unexpectedly, including as a result of an asset allocation decision made by the Adviser. These transactions could adversely affect the ability of the Portfolio to conduct its investment program. For example, they could require the Portfolio to sell portfolio securities or purchase portfolio securities unexpectedly and incur substantial transaction costs and/or accelerate the realization of taxable income and/or gains to shareholders, or the Portfolio may be required to sell its more liquid portfolio investments to meet a large redemption, in which case the Portfolios remaining assets may be less liquid, more volatile, and more difficult to price. A Portfolio may hold a relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns.
Liquidity Risk . Liquidity risk is the risk that the Fund may not be able to dispose of securities readily at a favorable time or prices (or at all) or at prices approximating those at which the Fund currently values them. For example, certain investments may be subject to restrictions on resale, may trade in the over-the-counter market or in limited volume, or may not have an active trading market. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. It may be difficult for the Fund to value illiquid securities accurately. The market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. Disposal of illiquid securities may entail registration expenses and other transaction costs that are higher than those for liquid securities. The Fund may seek to borrow money to meet its obligations (including among other things redemption obligations) if it is unable to dispose of illiquid investments, resulting in borrowing expenses and possible leveraging of the Fund. In some cases, due to unanticipated levels of illiquidity the Fund may choose to meet its redemption obligations wholly or in part by distributions of assets in-kind.
Low Short-Term Interest Rate Risk . During market conditions in which short-term interest rates are at low levels, as was the case until recent periods, the Funds yield can be very low. During these conditions, it is possible that the Fund will generate an insufficient amount of income to pay its expenses, and that it will not be able to pay a daily dividend and may have a negative yield (i.e., it may lose money on an operating basis). It is possible that the Fund will maintain a substantial portion of its assets in cash, on which it may earn little, if any, income.
9
Market Disruption and Geopolitical Risk. The Fund is 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 foreign 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 the Funds investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region might adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any partial or complete dissolution of the Economic and Monetary Union of the European Union, or any increased uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of the Funds investments. Securities and financial markets may be susceptible to market manipulation or other fraudulent trade practices, which could disrupt the orderly functioning of these markets or adversely affect the values of investments traded in these markets, including investments held by the Fund. To the extent the Fund has focused its investments in the market or index of a particular region, adverse geopolitical and other events could have a disproportionate impact on the Fund.
Market Risk . Market prices of investments held by the Fund will go up or down, sometimes rapidly or unpredictably. The Funds investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in securities markets. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, changes in actual or perceived creditworthiness of issuers and general market liquidity. Even if general economic conditions do not change, the value of an investment in the Fund could decline if the particular industries, sectors or companies in which the Fund invests do not perform well or are adversely affected by events. Further, legal, political, regulatory and tax changes also may cause fluctuations in markets and securities prices.
Market Volatility; Government Intervention Risk. Market dislocations and other external events, such as the failures or near failures of significant financial institutions, dislocations in investment or currency markets, corporate or governmental defaults or credit downgrades, or poor collateral performance, may subject the Fund to significant risk of substantial volatility and loss. Governmental and regulatory authorities have taken, and may in the future take, actions to provide or arrange credit supports to financial institutions whose operations have been compromised by credit market dislocations and to restore liquidity and stability to financial systems in their jurisdictions; the implementation of such governmental interventions and their impact on both the markets generally and the Funds investment program in particular can be uncertain. In recent periods, governmental and non-governmental issuers have defaulted on, or have been forced to restructure, their debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including, without limitation, in Europe or Asia. Defaults or restructurings by governments or others of their debts could have substantial adverse effects on economies, financial markets, and asset valuations around the world. Further Federal Reserve or other U.S. or non-U.S. governmental or central bank actions, including interest rate increases or contrary actions by different governments, or investor perception that these efforts are not succeeding, could negatively affect financial markets generally as well as the values and liquidity of certain securities.
Master/Feeder Structure Risk. The Fund pursues its objective by investing substantially all of its assets in another pooled investment vehicle (a master fund). The ability of the Fund to meet its investment objective is directly related to the ability of the master fund to meet its investment objective. The ability of the Fund to meet its objective may be adversely affected by the purchase and redemption activities of other investors in the master fund. The ability of the Fund to meet redemption requests will depend on its ability to redeem its interest in the master fund. The Adviser or an affiliate serves as investment adviser to the master fund, leading to potential conflicts of interest. For example, the Adviser or its affiliates will receive fees based on the amount of assets invested in the master fund. Investment by the Fund in the master fund may be beneficial in the management of the master fund, by helping to achieve economies of scale or enhancing cash flows. Due to this and other factors, the Adviser may have an incentive to invest the Funds assets in a master fund sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may have an incentive to invest in such master fund over a master fund sponsored or managed by others. Similarly, the Adviser may have an incentive to delay or decide against the sale of interests held by the Fund in a master fund sponsored or managed by the Adviser or its affiliates. It is possible that other clients of the Adviser or its affiliates will purchase or sell interests in a master fund sponsored or managed by the Adviser or its affiliates at prices and at times more favorable than those at which the Fund does so. The Fund will bear its pro rata portion of the expenses incurred by the master fund.
Money Market Risk . An investment in a money market fund is not a deposit of any bank and is not insured or guaranteed by the FDIC or any other government agency. Although a money market fund generally seeks to preserve the value of its shares at $1.00 per share, there can be no assurance that it will do so, and it is possible to lose money by investing in a money market fund. A major or unexpected increase in interest rates or a decline in the credit quality of an issuer or entity providing credit support, an inactive trading market for money market instruments, or adverse market, economic, industry, political, regulatory, geopolitical, and other conditions could cause a money market funds share price to fall below $1.00. It is possible that a money market fund will issue and redeem shares at $1.00 per share at times when the fair value of the money market funds portfolio per share is more or less than $1.00. A money market fund may be permitted or required to impose redemption fees or to impose limitations on redemptions during periods of high illiquidity in the markets for the investments held by it. None of State Street Corporation, State Street Bank and Trust Company (State Street), State Street Global Advisors (SSGA), SSGA FM or their affiliates (State Street Entities) guarantee the value of an investment in a money market fund at $1.00 per share. Investors should have no expectation of capital support to a money market fund from State Street Entities.
10
Mortgage-Related and Other Asset-Backed Securities Risk . Investments in mortgage-related and other asset-backed securities are subject to the risk of significant credit downgrades, illiquidity, and defaults to a greater extent than many other types of fixed income investments. The liquidity of mortgage-related and asset-backed securities may change over time. Mortgage-related securities represent a participation in, or are secured by, mortgage loans. Other asset-backed securities are typically structured like mortgage-related securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include, for example, items such as motor vehicle installment sales or installment loan contracts, leases on various types of real and personal property, and receivables from credit card agreements. During periods of falling interest rates, mortgage-related and other asset-backed securities, which typically provide the issuer with the right to prepay the security prior to maturity, may be prepaid, which may result in the Fund having to reinvest the proceeds in other investments at lower interest rates. During periods of rising interest rates, the average life of mortgage-related and other asset-backed securities may extend because of slower-than expected principal payments. This may lock in a below market interest rate, increase the securitys duration and interest rate sensitivity, and reduce the value of the security. As a result, mortgage-related and other asset-backed securities may have less potential for capital appreciation during periods of declining interest rates than other debt securities of comparable maturities, although they may have a similar risk of decline in market values during periods of rising interest rates. Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. The price of a mortgage-related or other asset-backed security also depends on the credit quality and adequacy of the underlying assets or collateral. Mortgage-related or other asset-backed securities issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) will generally entail greater credit risk than obligations guaranteed by the U.S. Government. Defaults on the underlying assets, if any, may impair the value of a mortgage-related or other asset-backed security. For some asset-backed securities in which the Fund invests, such as those backed by credit card receivables, the underlying cash flows may not be supported by a security interest in a related asset. Moreover, the values of mortgage-related and other asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the underlying collateral. There may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets, or the value of the underlying assets, if any, may be insufficient if the issuer defaults.
Non-U.S. Securities Risk . Investments in securities of non-U.S. issuers (including depositary receipts) entail risks not typically associated with investing in securities of U.S. issuers. Similar risks may apply to securities traded on a U.S. securities exchange that are issued by entities with significant exposure to non-U.S. countries. In certain countries, legal remedies available to investors may be more limited than those available with regard to U.S. investments. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. entity than about a U.S. entity, and many non-U.S. entities are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the United States. The securities of some non-U.S. entities are less liquid and at times more volatile than securities of comparable U.S. entities, and could become subject to sanctions or embargoes that adversely affect the Funds investment. Non-U.S. transaction costs, such as brokerage commissions and custody costs may be higher than in the U.S. In addition, there may be a possibility of nationalization or expropriation of assets, imposition of currency exchange controls, confiscatory taxation, and diplomatic developments that could adversely affect the values of the Funds investments in certain non-U.S. countries. Investments in securities of non-U.S. issuers also are subject to foreign political and economic risk not associated with U.S. investments, meaning that political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a country where the Fund invests could cause the Funds investments in that country to experience gains or losses.
11
Rapid Changes in Interest Rates . The values of most instruments held by the Fund are adversely affected by changes in interest rates generally, especially increases in interest rates. Rapid changes in interest rates may cause significant requests to redeem Fund Shares, and possibly cause the Fund to sell portfolio securities at a loss to satisfy those requests.
Reinvestment Risk. Income from the Funds portfolio may decline when the Fund invests the proceeds from investment income, sales of portfolio securities or matured, traded or called debt obligations. For instance, during periods of declining interest rates, an issuer of debt obligations may exercise an option to redeem securities prior to maturity, forcing the Fund to reinvest the proceeds in lower-yielding securities. A decline in income received by the Fund from its investments is likely to have a negative effect on the yield and total return of the Fund Shares.
Repurchase Agreement Risk . A repurchase agreement is an agreement to buy a security from a seller at one price and a simultaneous agreement to sell it back to the original seller at an agreed-upon price, typically representing the purchase price plus interest. Repurchase agreements may be viewed as loans made by the Fund which are collateralized by the securities subject to repurchase. The Funds investment return on such transactions will depend on the counterpartys willingness and ability to perform its obligations under a repurchase agreement. If the Funds counterparty should default on its obligations and the Fund is delayed or prevented from recovering the collateral, or if the value of the collateral is insufficient, the Fund may realize a loss.
Restricted Securities Risk . The Fund may hold securities that have not been registered for sale to the public under the U.S. federal securities laws pursuant to an exemption from registration. These securities may be less liquid than securities registered for sale to the general public. The liquidity of a restricted security may be affected by a number of factors, including, among others: (i) the creditworthiness of the issuer; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; (v) the nature of any legal restrictions governing trading in the security; and (vi) the nature of the security and the nature of marketplace trades. There can be no assurance that a liquid trading market will exist at any time for any particular restricted security. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the securities may have significant volatility.
Risk of Investment in Other Pools . If a Fund invests in another pooled investment vehicle, it is exposed to the risk that the other pool will not perform as expected. A Fund is exposed indirectly to all of the risks applicable to an investment in such other pool. In addition, lack of liquidity in the underlying pool could result in its value being more volatile than the underlying portfolio of securities, and may limit the ability of a Fund to sell or redeem its interest in the pool at a time or at a price it might consider desirable. The investment policies and limitations of the other pool may not be the same as those of the Fund; as a result, the Fund may be subject to additional or different risks, or may achieve a reduced investment return, as a result of its investment in another pool. If a pool is an exchange-traded fund or other product traded on a securities exchange or otherwise activelytraded, its shares may trade at a premium or discount to their NAV, an effect that might be more pronounced in less liquid markets. A Fund bears its proportionate share of the fees and expenses of any pool in which it invests. The Adviser or an affiliate may serve as investment adviser to a pool in which the Fund may invest, leading to potential conflicts of interest. For example, the Adviser or its affiliates may receive fees based on the amount of assets invested in the pool. Investment by a Fund in the pool may be beneficial to the Adviser or an affiliate in the management of the pool, by helping to achieve economies of scale or enhancing cash flows. Due to this and other factors, the Adviser may have an incentive to invest a Funds assets in a pool sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may have an incentive to invest in the pool over a pool sponsored or managed by others. Similarly, the Adviser may have an incentive to delay or decide against the sale of interests held by a Fund in a pool sponsored or managed by the Adviser or its affiliates. It is possible that other clients of the Adviser or its affiliates will purchase or sell interests in a pool sponsored or managed by the Adviser or its affiliates at prices and at times more favorable than those at which a Fund does so.
Section 4(a)(2) Commercial Paper and Rule 144A Securities Risk . A Fund may invest in commercial paper issued in reliance on the private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the 1933 Act). This commercial paper is commonly called Section 4(a)(2) paper. A Fund may also invest in securities that may be offered and sold only to qualified institutional buyers under Rule 144A of the 1933 Act (Rule 144A securities).
Section 4(a)(2) paper is sold to institutional investors who must agree to purchase the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in a transaction exempt from the registration requirements of the 1933 Act. Section 4(a)(2) paper normally is resold to other institutional investors like a Fund through or with the assistance of the issuer or investment dealers that make a market in Section 4(a)(2) paper. As a result it suffers from liquidity risk, the risk that the securities may be difficult to value because of the absence of an active market and the risk that it may be sold only after considerable expense and delay, if at all. Rule 144A securities generally must be sold only to other qualified institutional buyers.
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Section 4(a)(2) paper and Rule 144A securities will not be considered illiquid for purposes of a Funds limitation on illiquid securities if the Adviser (pursuant to guidelines adopted by 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.
Significant Exposure to U.S. Government Agencies or Instrumentalities Risk . To the extent a Fund focuses its investments in securities issued or guaranteed by U.S. Government agencies or instrumentalities, any market movements, regulatory changes or changes in political or economic conditions that affect the U.S. Government agencies or instrumentalities in which the Fund invests may have a significant impact on a Funds performance. Events that would adversely affect the market prices of securities issued or guaranteed by one government agency or instrumentality may adversely affect the market price of securities issued or guaranteed by other government agencies or instrumentalities.
Stable Share Price Risk Fund . If the market value of one or more of the Funds investments changes substantially, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.
U.S. Government Securities Risk . U.S. government securities, such as Treasury bills, notes and bonds and mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agencys obligations; and still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. government-sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Association (Fannie Mae) may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury nor supported by the full faith and credit of the U.S. government. There is no assurance that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. The value and liquidity of U.S. government securities may be affected adversely by changes in the ratings of those securities. Securities issued by the U.S. Treasury historically have been considered to present minimal credit risk. The downgrade in the long-term U.S. credit rating by at least one major rating agency has introduced greater uncertainty about the ability of the U.S. to repay its obligations. A further credit rating downgrade or a U.S. credit default could decrease the value and increase the volatility of the Funds investments.
Variable and Floating Rate Securities Risk . Variable or floating rate securities are debt securities with variable or floating interest rates payments. Variable or floating rate securities bear rates of interest that are adjusted periodically according to formulae intended generally to reflect market rates of interest and allow the Fund to participate (determined in accordance with the terms of the securities) in increases in interest rates through upward adjustments of the coupon rates on the securities. However, during periods of increasing interest rates, changes in the coupon rates may lag behind the changes in market rates or may have limits on the maximum increases in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities will typically readjust downward resulting in a lower yield. In addition, investment in derivative variable rate securities, such as inverse floaters, whose rates vary inversely with market rates of interest, or range floaters or capped floaters, whose rates are subject to periodic or lifetime caps, or in securities that pay a rate of interest determined by applying a multiple to the variable rate involves special risks as compared to investment in a fixed-rate security and may involve leverage.
Zero-Coupon Bond Risk . Zero-coupon bonds are debt obligations that are generally issued at a discount and payable in full at maturity, and that do not provide for current payments of interest prior to maturity. Zero-coupon bonds usually trade at a deep discount from their face or par values and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities that make current distributions of interest. When interest rates rise, the values of zero-coupon bonds fall more rapidly than securities paying interest on a current basis, because the Fund is unable to reinvest interest payments at the higher rates.
ADDITIONAL INFORMATION ABOUT NON-PRINCIPAL INVESTMENT STRATEGIES AND RISKS
The investments described below reflect the Funds and the Portfolios current practices. In addition to the principal risks described above, other risks are described in some of the descriptions of the investments below:
Conflicts of Interest Risk. An investment in the Fund will be subject to a number of actual or potential conflicts of interest. For example, the Adviser or its affiliates may provide services to the Fund, such as securities lending agency services, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, securities brokerage services, and other services for which the Fund would compensate the Adviser and/or such affiliates. The Fund may invest in other pooled investment vehicles sponsored, managed, or otherwise affiliated with the Adviser. There is no assurance that the rates at which the Fund pays fees or expenses
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to the Adviser or its affiliates, or the terms on which it enters into transactions with the Adviser or its affiliates will be the most favorable available in the market generally or as favorable as the rates the Adviser makes available to other clients. Because of its financial interest, the Adviser will have an incentive to enter into transactions or arrangements on behalf of the Fund with itself or its affiliates in circumstances where it might not have done so in the absence of that interest, provided that the Adviser will comply with applicable regulatory requirements.
The Adviser and its affiliates serve as investment adviser to other clients and may make investment decisions that may be different from those that will be made by the Adviser on behalf of the Fund. For example, the Adviser may provide asset allocation advice to some clients that may include a recommendation to invest in or redeem from particular issuers while not providing that same recommendation to all clients invested in the same or similar issuers. The Adviser may (subject to applicable law) be simultaneously seeking to purchase (or sell) investments for the Fund and to sell (or purchase) the same investment for accounts, funds, or structured products for which it serves as asset manager, or for other clients or affiliates. The Adviser and its affiliates may invest for clients in various securities that are senior, pari passu or junior to, or have interests different from or adverse to, the securities that are owned by the Fund. The Adviser or its affiliates, in connection with its other business activities, may acquire material nonpublic confidential information that may restrict the Adviser from purchasing securities or selling securities for itself or its clients (including the Fund) or otherwise using such information for the benefit of its clients or itself.
The foregoing does not purport to be a comprehensive list or complete explanation of all potential conflicts of interests which may affect the Fund. The Fund may encounter circumstances, or enter into transactions, in which conflicts of interest that are not listed or discussed above may arise.
Cybersecurity Risk . With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, funds (such as the Fund) and their service providers (including the Adviser) may be prone to operational and information security risks resulting from cyber-attacks and/or technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund, the Portfolio, the Adviser or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders. For instance, cyber-attacks or technical malfunctions may interfere with the processing of shareholder or other transactions, affect the Funds ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber-attacks or technical malfunctions may render records of Fund assets and transactions, shareholder ownership of Fund Shares, and other data integral to the functioning of the Fund inaccessible or inaccurate or incomplete. The Fund may also incur substantial costs for cybersecurity risk management in order to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While the Adviser has established business continuity plans and systems designed to minimize the risk of cyber-attacks through the use of technology, processes and controls, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified given the evolving nature of this threat. The Fund relies on third-party service providers for many of its day-to-day operations, and will be subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Fund from cyber-attack. The Adviser does not control the cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Adviser or the Fund. Similar types of cybersecurity risks or technical malfunctions also are present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to lose value.
Portfolio Turnover Risk . The Fund may engage in frequent trading of its portfolio securities. Fund turnover generally involves a number of direct and indirect costs and expenses to the Fund, including, for example, brokerage commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. The costs related to increased portfolio turnover have the effect of reducing the Funds investment return, and the sale of securities by the Fund may result in the realization of taxable capital gains, including short-term capital gains, which are taxed to individuals as ordinary income.
The Funds portfolio holdings disclosure policy is described in the Statement of Additional Information (SAI).
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The Fund is a separate, diversified series of the State Street Institutional Investment Trust (the Trust), which is an open-end management investment company organized as a business trust under the laws of The Commonwealth of Massachusetts.
The Fund invests as part of a master/feeder structure. The Fund currently seeks to achieve its investment objective by investing substantially all of its investable assets in the Portfolio, a separate mutual fund, that has substantially identical investment objective, investment policies, and risks as the Fund. All discussions about the Funds investment objective, policies and risks should be understood to refer also to the investment objectives, policies and risks of the Portfolio.
The Portfolios shares are offered exclusively to investors (including without limitation, registered investment companies, private investment pools, bank collective funds, and investment separate accounts) that, like the Fund, pay fees to SSGA FM or its affiliates. The fees paid by those investment vehicles to SSGA FM (or its affiliates) vary depending on a number of factors, including by way of example, the services provided, the risks borne by SSGA FM (or its affiliates), fee rates paid by competitive investment vehicles, and in some cases direct negotiation with investors in the Portfolio.
The Fund can withdraw its investment in the Portfolio if, at any time, the Funds Board of Trustees determines that it would be in the best interests of the Funds shareholders, or if the investment objectives of the Portfolio changed so that they were inconsistent with the objectives of the Fund. If the Fund withdraws its investment from the Portfolio, the Fund may invest all of its assets in another mutual fund that has the same investment objective as the Fund, the Adviser may directly manage the Funds assets, or the Board may take such other action it deems appropriate and in the best interests of shareholders of the Fund, which may include liquidation of the Fund.
Investment Adviser
SSGA FM serves as the investment adviser to the Fund and Portfolio and, subject to the oversight of the Board, is responsible for the investment management of the Fund. The Adviser provides an investment management program for the Fund and manages the investment of the Funds assets. The Adviser is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation. The Adviser is registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended. The Adviser and certain other affiliates of State Street Corporation make up SSGA. SSGA is one of the worlds largest institutional money managers and the investment management arm of State Street Corporation. As of December 31, 2018, the Adviser managed approximately $452.10 billion in assets and SSGA managed approximately $2.51 trillion in assets. The Advisers principal business address is One Iron Street, Boston, Massachusetts 02210.
The Fund has entered into an investment advisory agreement with the Adviser pursuant to which the Adviser will manage the Funds assets. For such management services, the Cash Reserves Fund will compensate the Adviser at the annual rate of 0.10% of the Funds average net daily assets. The Adviser places all orders for purchases and sales of the portfolios investments. The Portfolio pays no investment advisory fees to SSGA FM.
A summary of the factors considered by the Board of Trustees in connection with the initial approval of the investment advisory agreement for the Fund will be available in the Funds annual report or semi-annual report, as applicable, after the Fund commences operations.
Other Fund Services
The Adviser manages the Fund and the Portfolio using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within SSGA. The portfolio management team is overseen by the SSGA Investment Committee.
Other accounts managed by the portfolio managers, and the portfolio managers ownership of the Fund is available in the SAI.
The Administrator, Sub-Administrator and Custodian
The Adviser serves as administrator of the Fund. The amount of the fee paid to the Adviser for administrative services may vary by share class. The Fund currently pays the Adviser an administrative fee at the annual rate of 0.05% with respect to each of its share classes. State Street Bank and Trust Company (State Street), a subsidiary of State Street Corporation, serves as the sub-administrator for the Fund for a fee that is paid by the Adviser. State Street also serves as custodian of the Fund for a separate fee that is paid by the Fund. SSGA FM serves as administrator of the Portfolio and State Street serves as sub-administrator and custodian of the Portfolio.
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The Transfer Agent and Dividend Disbursing Agent
DST Asset Manager Solutions, Inc. is the Funds transfer agent and dividend disbursing agent (the Transfer Agent).
The Distributor
State Street Global Advisors Funds Distributors, LLC serves as the Funds distributor (SSGA FD) pursuant to the Distribution Agreement between SSGA FD and the Trust.
Additional Information
The Trustees of the Trust oversee generally the operations of the Fund and the Trust. The Trust enters into contractual arrangements with various parties, including among others the Funds investment adviser, custodian, transfer agent, and accountants, who provide services to the Fund. Shareholders are not parties to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. Neither this Prospectus, nor the related SAI, is intended, or should be read, to be or to give rise to an agreement or contract between the Trust or the Fund and any investor, or to give rise to any rights in any shareholder or other person other than any rights under federal or state law that may not be waived.
Determination of Net Asset Value
The Fund determines its NAV per share at 5:00 pm Eastern Time (ET) on each day on which the New York Stock Exchange (NYSE), the Federal Reserve banks and State Street are open for business (a Business Day). In unusual circumstances, such as an emergency or an unscheduled close or halt of trading on the NYSE, the time at which share prices are determined may be changed. The Fund seeks to maintain a $1.00 per share NAV and, accordingly, uses the amortized cost valuation method, in compliance with the risk limiting conditions of Rule 2a-7 under the Investment Company Act of 1940 (the 1940 Act), to value its portfolio instruments. The amortized cost valuation method initially prices an instrument at its cost and thereafter assumes a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument.
The NAV of each class of the 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. As noted in this Prospectus, the Fund may invest in securities listed on foreign exchanges, or otherwise traded in a foreign market, and those securities may trade on weekends or other days when the Fund does not price its shares. Consequently, the NAV of the Funds shares may change on days when shareholders are not able to purchase or redeem the Funds shares. Purchase and redemption orders for Fund Shares are processed, respectively, at the NAV next determined after the Fund accepts a purchase order or receives a redemption request in good form. The 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 Portfolios 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 the 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 the Fund would have received had it sold the investment. To the extent that the 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 fund. The prospectuses of these funds explain the circumstances under which the funds will use fair value pricing and the effects of using fair value pricing.
The Fund is open for regular trading each Business Day. The Federal Reserve is closed on certain holidays on which the NYSE is open. These holidays are Columbus Day and Veterans Day. On these holidays, you will not be able to purchase shares by wiring Federal Funds because Federal Funds wiring does not occur on days when the Federal Reserve is closed. The Fund also may establish special hours on those days to determine the Funds NAV. In the event that the Fund invokes the right to accept orders to purchase or redeem shares on any day that is not a business day or adopt special hours of operation, the Fund will post advance notice of these events at www.ssga.com/cash.
Investing in State Street Institutional Investment Trust Shares
Mutual funds advised by SSGA FM (the State Street Funds) and their service providers have a legal obligation to collect from you certain personal information about you at the time you open an account in order to verify your identity and the source of your payment. If you do not provide this information, you may not be able to open an account with the State Street Funds. If the State Street Funds believe that they have uncovered unlawful activity, the State Street Funds and their service providers may close your account and take any action they deem reasonable or required by law. The State Street Funds reserve the right to reject any purchase order.
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This section of the Prospectus explains the basics of doing business with the State Street Funds. Carefully read each topic. The policies set forth below regarding the purchase, redemption and exchange of State Street Fund shares are in addition to the Purchase and Sale of Fund Shares section contained in the Fund Summary portion of this Prospectus. The State Street Funds reserve the right to change the following policies, without notice to shareholders; except that any modification or termination of the exchange privileges described in this Prospectus will be preceded by 60 days advance notice to shareholders. Please call or check online for current information. Requests for transactions in the State Street Funds will be processed when they are received in good order. Good order means that the request is in an accurate and complete form, and all applicable documents have been received in such accurate and complete form (including typically, a signed application and medallion-guaranteed documents), and, for a purchase request, the check or wired funds have cleared.
Purchasing Shares
The Fund offers five classes of shares through this Prospectus: Institutional Class, Administration Class, Investment Class, Investor Class and Premier Class available to you subject to the eligibility requirements set forth below. All classes of the Fund share the same investment objective and investments, but the different share classes have different expense structures and eligibility requirements. You should choose the class with the expense structure that best meets your needs for which you are eligible. In choosing a share class, you should consider the amount you plan to invest. Your investment professional can help you choose the share class that best suits your investment needs.
The chart below summarizes the features of the different share classes. This chart is only a general summary, and you should read the description of the Funds expenses in the Fund Summary in this Prospectus.
The minimum purchase amount may be waived for specific investors or types of investors, including, without limitation, retirement plans, employees of State Street Corporation and its affiliates and their family. In the case of shareholders purchasing shares through a Financial Intermediary, the minimum purchase amount may be applied at the level of the Financial Intermediary.
Investors pay no sales load to invest in the shares of the Fund. The price for Fund Shares is the NAV per share.
Purchase requests received by the Fund in good order (a purchase request is in good order if it meets the requirements implemented from time to time by the Transfer Agent or authorized agent of the Fund, and for new accounts includes submission of a completed and signed application and all documentation necessary to open an account) on a business day will, if payment is received by FedWire, be priced at the NAV next determined after the order is accepted by the Fund. Payments received by FedWire prior to the last Valuation Times will earn dividend accrual for that purchase.
All purchases that are made by check will be priced with the last valuation price and begin earning dividends the following business day after the day the order is accepted. (If you purchase shares by check, your order will not be in good form until the Transfer Agent receives federal funds for the check.) All purchase orders are subject to acceptance by the Fund. The Fund intends to be as fully invested as is practicable; therefore, investments must be made in Federal Funds ( i.e ., monies credited to the account of the Funds custodian bank by a Federal Reserve Bank).
The Cash Reserves Fund may limit the amount of a purchase order received after 3:00pm.
The minimum initial investment in Institutional Class, Administration, Investment, Investor and Premier shares of the Funds is $25 million, $1 thousand, $25 million, $10 million and $250 million, respectively, although the Adviser may waive the minimum in its discretion. Holdings of related customer accounts may be aggregated for purposes of determining the minimum investment amount.
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Related customer accounts may include but are not limited to accounts held by the same investment or retirement plan, financial institution, broker, dealer or intermediary. The Funds and the Adviser reserve the right to increase or decrease the minimum amount required to open or maintain an account. There is no minimum subsequent investment, except in relation to maintaining certain minimum account balances (See Redeeming Shares below).
How to Purchase Shares
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 219737 Kansas City, MO 64121-9737 |
By Overnight: |
State Street Funds 430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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: |
Ø confirm receipt of the faxed Institutional Account Application Form (initial purchases only), Ø request your new account number (initial purchases only), Ø confirm the amount being wired and wiring bank, and Ø 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 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. |
Automatic Investment Plan . An Automatic Investment Plan is available for all operational State Street Funds that offer the Administration Class shares. Once an initial investment has been accepted, you may elect to make automatic subsequent investments of $100 or more on a periodic basis (i.e., monthly, quarterly, semi-annually, or annually) by authorizing the Fund to debit your bank checking or savings account through Automated Clearing House (ACH). For the ILR Fund Administration Class shares, purchases made through the Automated Investment Plan will be priced at the last valuation price on the day of the transaction. Once this option has been established, you may call the State Street Funds to make additional automatic purchases, to change the amount of the existing automatic purchase, or to discontinue the service. The Fund reserves the right to cancel your Automatic Investment Plan if any correspondence sent by the Fund to your address of record is returned by the postal service or other delivery service as undeliverable. Ask your financial adviser or financial intermediary for details.
Redeeming Shares
An investor may redeem all or any portion of its investment at the NAV next determined after it submits a redemption request, in proper form, to the applicable Fund. Redemption orders are processed at the NAV next determined after a Fund receives a redemption order in good form. If the Fund receives a redemption order prior to its Valuation Time on a business day, the Fund typically expects to pay out redemption proceeds on that day, but no later than the next business day if redemption proceeds are sent by wire or ACH. If redemption proceeds are sent by check, the Fund typically expects to pay out redemption proceeds on the next business day. No dividends will accrue
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on shares the day redemption proceeds are sent, including when redemption proceeds are wired the same day as the redemption order is received. Payment for redeemed shares is sent no later than the next business day following acceptance of the redemption order (unless redemption proceeds are sent by check). The Fund reserves the right to pay for redeemed shares within seven days after receiving a redemption order if, in the judgment of the Adviser, an earlier payment could adversely affect the Fund.
Certain special limitations affecting redemptions. The SEC has implemented a number of requirements, including liquidity fees and redemption gates, for money market funds based on the amount of fund assets are weekly liquid assets, which generally includes cash, direct obligations of the U.S. government, certain other U.S. government or agency securities, and securities that will mature or are subject to a demand feature that is exercisable and payable within five business days. Each Fund will pass through to its investors any liquidity fee or suspension of redemptions imposed by its Portfolio on the same terms and conditions as imposed by the Portfolio on the Fund.
If a Portfolios weekly liquid assets fall below 30% of its total assets and the Portfolios Board of Trustees determines it is in the best interests of the Portfolio, the Portfolio may immediately impose a liquidity fee of no more than 2% and/or temporarily suspend redemptions for up to 10 business days in any 90 day period. If a Portfolios weekly liquid assets fall below 10% of its total assets at the end of any business day, the Portfolio will impose a liquidity fee of 1% on all redemptions beginning on the next business day, unless the Portfolios Board determines that imposing such a fee would not be in the best interests of the Portfolio or determines that a lower or higher fee (not to exceed 2%) would be in the best interests of the Portfolio, which would remain in effect until weekly liquid assets return to 30% or the Portfolios Board determines that the fee is no longer in the best interests of the Portfolio. All liquidity fees payable by a Fund would be passed through to its shareholders, would be payable to the Portfolio and could offset any losses realized by the Portfolio when seeking to honor redemption requests. If liquidity fees are imposed or redemptions are suspended, by a Portfolio, the Fund will notify shareholders on the Funds website. The Funds expect to treat such liquidity fees paid to a Portfolio as reducing proceeds paid to shareholders in redemption of the Fund shares, and not constituting income to the Portfolio or the Fund. There may be circumstances under which a Fund may impose its own liquidity fees and/or suspend redemptions based on the level of the Funds own weekly liquid assets, in which case the Fund will also provide notice to shareholders.
If a Portfolios weekly liquid assets fall below 10% of its assets on a business day, the Portfolio may cease honoring redemptions and liquidate in the discretion of the Portfolios Board. If a Fund is notified that its Portfolios weekly liquid assets fall below 10% of the Portfolios assets and the Portfolio has suspended redemptions and intends to liquidate, the Fund may also do so in the discretion of the Funds Board. There may be circumstances under which a Fund may cease honoring redemptions and liquidate in the discretion of its Board based on the level of the Funds own weekly liquid assets. If the Fund ceases honoring redemptions and determines to liquidate, the Fund expects that it would notify shareholders on the Funds website. Distributions to shareholders of liquidation proceeds may occur in one or more disbursements.
If your account is held through an Intermediary, please contact them for additional assistance and advice on how to redeem your shares.
The right of any investor to receive payment with respect to any redemption may be suspended or the payment of the redemption proceeds postponed during any period in which the NYSE is closed (other than weekends or holidays) or trading on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets. In addition, the SEC may by order permit suspension of redemptions for the protection of shareholders of the Fund.
Under normal circumstances, the Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. The Fund also may pay redemption proceeds using cash obtained through borrowing arrangements that may be available from time to time.
The Fund may pay all or a portion of your redemption proceeds by giving you securities (for example, if the Fund reasonably believes that a cash redemption may have a substantial impact on the Fund and its remaining shareholders). You may pay transaction costs to dispose of the securities, and you may receive less for them than the price at which they were valued for purposes of the redemption. In addition, you will be subject to the market risks associated with such securities until such time as you choose to dispose of the security.
During periods of deteriorating or stressed market conditions or during extraordinary or emergency circumstances, the Fund may be more likely to pay redemption proceeds with cash obtained through short-term borrowing arrangements (if available) or by giving you securities.
A request for a partial redemption by an investor whose account balance is below the minimum amount or a request for partial redemption by an investor that would bring the account below the minimum amount may be treated as a request for a complete redemption of the account. These minimums may be different for investments made through certain financial intermediaries as determined by their policies and may be waived in the Advisers discretion. The Fund reserves the right to modify minimum account requirements at any time with or without prior notice. The Fund also reserves the right to involuntarily redeem an investors account if the investors account balance falls below the applicable minimum amount due to transaction activity.
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How to Redeem Shares
By Mail: |
Send a signed letter to: State Street Institutional Investment Trust Funds P.O. Box 219737 Kansas City, MO 64121-9737 |
|
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 430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
|
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: | ||
Ø name(s) of account owners; Ø account number(s); Ø the name of the Fund; Ø your daytime telephone number; and Ø the dollar amount or number of shares being redeemed. |
On any day that the Fund calculates its NAVs earlier than normal, the Fund reserves the right to adjust the times noted above for purchasing and redeeming shares.
By Intermediary
If you wish to purchase or redeem Fund Shares through a broker, bank or other financial intermediary (Intermediary), please contact that Intermediary directly. Your Financial Intermediary may have different or additional requirements for opening an account and/or for the processing of purchase and redemption orders, or may be closed at times when the Fund is open.
Intermediaries may contact DST Asset Manager Solutions, Inc. at (877) 332-6207 or via email at nsccresearch@dstsystems.com with questions.
Medallion Guarantees . Certain redemption requests must include a medallion guarantee for each registered account owner if any of the following apply:
Ø |
Your account address has changed within the last 10 business days. |
Ø |
Redemption proceeds are being transferred to an account with a different registration. |
Ø |
A wire is being sent to a financial institution other than the one that has been established on your Fund account. |
Ø |
Other unusual situations as determined by the Transfer Agent. |
The Fund reserves the right to waive medallion guarantee requirements, require a medallion guarantee under other circumstances or reject or delay redemption if the medallion guarantee is not in good form. Medallion guarantees may be provided by an eligible financial institution such as a commercial bank, a Financial Industry Regulatory Authority, Inc. (FINRA) member firm such as a stock broker, a savings association or a national securities exchange. A notary public cannot provide a medallion guarantee. The Fund reserves the right to reject a medallion guarantee if it is not provided by a STAMP Medallion guarantor.
About Telephone Transactions . Telephone transactions are convenient but are not free from risk. Neither the Fund nor the Funds agents will be responsible for any losses resulting from unauthorized telephone transactions if reasonable security procedures are followed. In addition, you are responsible for: (i) verifying the accuracy of all data and information transmitted by telephone, (ii) verifying the accuracy of your account statements immediately upon receipt, and (iii) promptly notifying the Fund of any errors or inaccuracies including, without limitation, any errors or inaccuracies relating to shareholder data or information transmitted by telephone. During periods of heavy market activity or other times, it may be difficult to reach the Fund by telephone. If you are unable to reach us by telephone, consider sending written instructions.
The Fund may terminate the receipt of redemption orders by telephone at any time, in which case you may redeem shares by other means.
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If you choose to purchase or redeem shares by sending instructions by regular mail, they will not be deemed received in good order until they are released by the post office and redelivered to the Transfer Agents physical location at 430 W 7th Street Suite 219737, Kansas City, MO 64105-1407. There will be a time lag, which may be one or more days, between regular mail receipt at the Boston post office box and redelivery to such physical location in Canton, and the Funds NAV may change over those days. You might consider using express rather than regular mail if you believe the time of receipt of your transaction request to be sensitive.
Automatic Withdrawal Plan . An Automatic Withdrawal Plan is available for all operational State Street Funds that offer the Administration Class shares, except for the State Street Institutional Liquid Reserves Fund. If your account balance is over $10,000, you may request periodic (i.e., monthly, quarterly, semi-annually, or annually) automatic cash withdrawals on any business day of $100 or more, which can be mailed to you, or any person or entity, you designate or sent through Automated Clearing House (ACH) to your designated bank account. Proceeds from such withdrawals will be transmitted to your designated bank account two business days after the redemption of shares occurs. No interest will accrue on the amounts represented by the uncashed redemption check(s). Ask your financial adviser or financial intermediary for details.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of the Fund in the State Street Institutional Investment Trust to simultaneously purchase shares of a different Fund in the State Street Institutional Investment Trust. Exchanges may be made within the same class ( i.e . Institutional Class shares for Institutional Class shares). The account holding the original shares must be registered in the same name as the account holding the new shares received in the exchange. You may make exchange requests by telephone, or by mail. See Purchasing Shares and Redeeming Shares. Exchanges are subject to the terms applicable to the purchases of the fund into which you are exchanging. Exchange privileges may not be available for mutual funds advised by SSGA FM (the State Street Funds) and may be suspended or rejected. Effective October 12, 2016, exchanges from/to the State Street Institutional Liquid Reserves Fund is not permitted.
Excessive Trading
Because the Funds are money market funds, the Funds Board of Trustees has not adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by Fund shareholders. Nonetheless, the Funds may take any reasonable action that they deem necessary or appropriate to prevent excessive trading in Fund shares without providing prior notification to the account holder. Such action may include rejecting any purchase, in whole or part, including, without limitation, by a person whose trading activity in Fund shares may be deemed harmful to the Fund. While the Funds attempt to discourage such excessive trading, there can be no guarantee that they will be able to identify investors who are engaging in excessive trading or limit their trading practices. Additionally, frequent trades of small amounts may not be detected. The Funds recognize that they may not always be able to detect or prevent excessive trading or other activity that may disadvantage the Funds or their shareholders.
Delivery of Documents to Accounts Sharing an Address
To reduce expenses, we may mail only one copy of the Funds Prospectus and the annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call us at (877) 521-4083, or contact your financial institution. We will begin sending you individual copies thirty (30) days after receiving your request.
Unclaimed Property
Many states have unclaimed property rules that provide for transfer to the state (also known as escheatment) of unclaimed property under various circumstances. These circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office as undeliverable), or a combination of both inactivity and returned mail. If a State Street Fund identifies property as unclaimed, it will attempt to contact the shareholder, but if that attempt is unsuccessful, the account may be considered abandoned and escheated to the state after the passage of a certain period of time (as required by applicable state law).
If you are a resident of the state of Texas, you may designate a representative to receive escheatment notifications by completing and submitting a designation form, which you can find on the website of the Texas Comptroller. Designating such a representative may be beneficial, since Texas law provides that the escheatment period will cease if the representative, after receiving an escheatment notification regarding your account, communicates knowledge of your location and confirms that you have not abandoned your account. You can mail a completed designation form to the Fund (if you hold shares directly with the Fund) or to your financial intermediary (if you do not hold shares directly with the Fund).
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DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS
The Fund intends to declare dividends on shares from net investment income daily and pay them as of the last business day of each month. Distributions from capital gains, if any, will be made annually in December. Income dividends and capital gains distributions will be paid in additional shares on the reinvestment date unless you have elected to receive them in cash. No interest will accrue on the amounts represented by uncashed distribution checks. If you have elected to receive distributions by check, and the postal or other delivery service is unable to deliver the checks because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the uncashed distribution and all future distributions will be reinvested at the then-current NAV of the Fund.
The following discussion is a summary of some important U.S. federal income tax considerations generally applicable to an investment in the Fund. Your investment in the Fund may have other tax implications. Please consult your tax advisor about federal, state, local, foreign or other tax laws applicable to you. Investors, including non-U.S. investors, may wish to consult the SAI tax section for additional disclosure.
The Fund invests substantially all of its assets in the Portfolio, which is expected to be treated as a regulated investment company for federal income tax purposes, and so substantially all of the Funds income will result from distributions or deemed distributions from the Portfolio. Therefore, as applicable, and except as otherwise stated, references in this section to the assets owned or income earned by the Fund will include such assets and income of the Portfolio. The Fund has elected to be treated as a regulated investment company and intends each year to qualify and to be eligible to be treated as such. A regulated investment company generally is not subject to tax at the corporate level on income and gains that are timely distributed to shareholders. In order to qualify and be eligible for treatment as a regulated investment company, the Fund must, among other things, satisfy diversification, 90% gross income and distribution requirements. The Funds failure to qualify as a regulated investment company would result in corporate level taxation, and consequently, a reduction in income available for distribution to shareholders.
The Fund generally expects to satisfy the requirements to qualify and be eligible to be treated as a regulated investment company, provided that the Portfolio also meets these requirements; the Fund currently expects that the Portfolio will meet these requirements. Because the Fund will invest substantially all its assets in the Portfolio, if the Portfolio were to fail to satisfy the diversification, 90% gross income, or distribution requirement and were not to cure that failure, the Fund itself would be unable to satisfy the diversification requirement. Such a failure to qualify and be eligible for treatment as a regulated investment company could subject the Fund or the Portfolio to regular corporate income taxes.
For U.S. federal income tax purposes, distributions of investment income generally are taxable to you as ordinary income. Taxes on distributions of capital gains generally are determined by how long the Portfolio owned (or is deemed to have owned) the investments that generated them, rather than how long you have owned your Fund Shares. Distributions of net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) from the sale of investments that the Fund owned (or is deemed to have owned) for more than one year that are properly reported by the Fund as capital gain dividends generally will be treated as long-term capital gain includible in your net capital gain and taxed to individuals at reduced rates. Distributions of gains from investments that the Fund owned (or is deemed to have owned) for one year or less generally will be taxable to you as ordinary income when distributed to you by the Fund. Distributions of investment income properly reported by the Fund as derived from qualified dividend income are taxed to individuals at the rates applicable to net capital gain, provided holding period and other requirements are met by the shareholder, the Portfolio and the Fund. Distributions are taxable to you even if they are paid from income or gains earned by the Fund before your investment (and thus were included in the price you paid for your shares). Distributions may also be subject to state and local taxes and are taxable whether you receive them in cash or reinvest them in additional shares.
The Funds income from or proceeds of investments in non-U.S. assets may be subject to non-U.S. withholding and other taxes. This will decrease the Funds return on securities subject to such taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. Although such taxes will reduce the Funds taxable income, shareholders generally will not be entitled separately to claim a credit or deduction with respect to foreign taxes incurred by the Fund.
When the NAV of Fund Shares varies from a shareholders tax basis in such shares, including in the case of a money market fund when the NAV of such Fund Shares varies from $1.0000 per share, the shareholder generally will realize a gain or loss upon the redemption or other taxable disposition of such Fund Shares. Any such gain generally would be taxable to you as either short-term or long-term capital gain, depending upon how long you held the Fund Shares. 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. If you elect to adopt this simplified method of accounting, rather than compute gain or loss on every taxable disposition of Fund Shares,
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you will determine your gain or loss based on the change in the aggregate value of your Fund Shares during a computation period (such as your taxable year), reduced by your net investment (purchase minus sales) in those shares during that period. Under this simplified method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. Shareholders should see the SAI for further information.
An additional 3.8% Medicare contribution tax is imposed on the net investment income of individuals, estates and trusts to the extent their income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends paid by the Fund, including any capital gain dividends, and net gains recognized on the redemption of shares of the Fund.
Certain of the Portfolios investment practices, including derivative transactions and investments in debt obligations issued or purchased at a discount, will be subject to special and complex U.S. federal income tax provisions. These special rules may affect the timing, character, and/or amount of the Portfolios distributions to the Fund, and, in turn, the Funds distributions to shareholders, and may require the Fund or the Portfolio to sell its investments at a time when it is not advantageous to do so.
The Funds investments in the Portfolio may cause the tax treatment of the 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 Portfolio. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.
If you are not a U.S. person, dividends paid by the Fund that the Fund properly reports as capital gain dividends, short-term capital gain dividends, or interest-related dividends, each as further defined in the SAI, are not subject to withholding of U.S. federal income tax, provided that certain other requirements are met. The Fund is permitted, but is not required, to report any part of its dividends as are eligible for such treatment. The Funds dividends other than those the Fund so reports as capital gain dividends, short-term capital gain dividends, or interest-related dividends generally will be subject to U.S. withholding tax at a 30% rate (or lower applicable treaty rate). See the Funds SAI for further information.
The U.S. Treasury and IRS generally require the Fund to obtain information sufficient to identify the status of each shareholder under sections 1471-1474 of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury and IRS guidance issued thereunder (collectively, the Foreign Account Tax Compliance Act or FATCA) or under an applicable intergovernmental agreement between the United States and a foreign government. Please see the SAI for more information on FATCA reporting requirements.
Distribution Arrangements and Rule 12b-1 Fees
The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act under which the Fund may compensate SSGA FD (or others) for services in connection with the distribution of the Funds shares and for services provided to Fund shareholders (the Plan). The Plan calls for payments at an annual rate (based on average daily net assets) of 0.10% of the Funds net assets attributable to its Investment Class shares. Because these fees are paid out of the assets of the Fund attributable to its shares on an ongoing basis, they will increase the cost of your investment and may cost you more over time than paying other types of sales charges. Long-term shareholders of the Fund may pay more in Rule 12b-1 fees than the economic equivalent of the maximum front-end sales charge permitted by the FINRA.
Because the Fund pays distribution 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 your investment and may cost you more than paying other types of sales loads.
The Fund may pay distribution fees and other amounts described in this Prospectus at a time when shares of that Fund are unavailable for purchase.
Other Payments to Financial Intermediaries
In addition to payments under the Plan described above, the Fund may reimburse SSGA FD or its affiliates for payments made to Financial Intermediaries that provide certain administrative, recordkeeping, and account maintenance services. The amount of the reimbursement and the manner in which it is calculated are reviewed by the Trustees periodically.
Financial Intermediaries are firms that sell shares of mutual funds, including the Fund, and/or provide certain administrative and account maintenance services to mutual fund investors. Financial Intermediaries may include, among others, brokers, financial planners or advisers, 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; receiving and processing purchase and redemption orders, including
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aggregated orders and delivering orders to the Funds transfer agent; processing and mailing trade confirmations, periodic statements, prospectuses, annual reports, semiannual 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; and collecting and posting distributions to shareholder accounts.
The Financial Intermediary is often compensated by SSGA FD or its affiliates for the services it performs and in such cases is typically paid continually over time, during the period when the Financial Intermediarys clients hold investments in the Fund. The amount of continuing compensation paid by SSGA FD or its affiliates to different Financial Intermediaries for distribution and/or shareholder services varies. Any compensation is typically a percentage of the value of the Financial Intermediarys clients investments in the Fund or a per account fee. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the Financial Intermediary.
If you invest through a Financial Intermediary and meet the eligibility criteria for more than one share class, you should discuss with your Financial Intermediary which share class is appropriate for you. Your financial adviser and the Financial Intermediary employing him or her may have an incentive to recommend one share class over another, when you are eligible to invest in more than one share class. Please speak with your financial adviser to learn more about the total amounts paid to your financial adviser and his or her firm by the Fund or its affiliates with respect to the different share classes offered by the Fund.
SSGA FD and its affiliates (including SSGA FM), at their own expense and out of their own assets, may also provide other compensation to Financial Intermediaries in connection with sales of the Funds shares or the servicing of shareholders or shareholder accounts. Such compensation may include, but is not limited to, 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. Dealers 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 FINRA.
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 adviser and the Financial Intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial adviser to learn more about the total amounts paid to your financial adviser 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.
Third-Party Transactions . The State Street Funds have authorized certain Financial Intermediaries to accept purchase, redemption and exchange orders on the State Street Funds behalf. Orders received for a State Street Fund by a Financial Intermediary that has been authorized to accept orders on the Funds behalf (or other Financial Intermediaries designated by the Financial Intermediary) will be deemed accepted by the Fund at the time they are received by the Financial Intermediary and will be priced based on the Funds next NAV determination as long as the Financial Intermediary transmits the order in good form and in a timely manner to the applicable State Street Fund(s). The Financial Intermediary is responsible for transmitting your orders and associated funds in good form and in a timely manner to the applicable State Street Fund(s). The State Street Funds will not be responsible for delays by the Financial Intermediary in transmitting your orders, including timely transfer of payment, to the Fund.
If you are purchasing, selling, exchanging or holding State Street Fund shares through a program of services offered by a Financial Intermediary, you may be required by the Financial Intermediary to pay additional fees. You should contact the Financial Intermediary for information concerning what additional fees, if any, may be charged.
The Fund had not commenced operations prior to the date of this Prospectus and therefore does not have financial information.
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Contacting the State Street Funds
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 |
Written requests should be sent to:
Regular mail | Overnight/ Registered, Express, Certified Mail | |
State Street Funds P.O. Box 219737 Kansas City, MO 64121-9737 |
State Street Funds 430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposits in the mail or with such services, or receipt at the Funds post office box, of purchase orders or redemption requests, do not constitute receipt by the Fund or Transfer Agent.
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For more information about the Fund:
The Funds SAI includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Funds investments is available or will be available, in the Funds most recent annual and semi-annual reports to shareholders. The Funds SAI is available, without charge, upon request. The Funds annual and semi-annual reports are available, or will be available, without charge, upon request. Shareholders in the Fund may make inquiries to the Fund to receive such information by calling (877) 521-4083 or the customer service center at the telephone number shown in the accompanying contract prospectus, if applicable. The Funds Prospectus and SAI are available, and the annual and semi-annual reports to shareholders are available, or will be available, free of charge, on the Funds website at www.ssga.com/cash.
Reports and other information about the Fund are available free of charge on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of this information also may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.
SSGA Funds Management, Inc.
ONE IRON STREET
BOSTON, MASSACHUSETTS 02210
The State Street Institutional Investment Trusts Investment Company Act File Number is 811-09819. |
Prospectus
Dated April 30, 2019
State Street Institutional Investment Trust
State Street Cash Reserves Portfolio (MMWXX)
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Portfolios annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Portfolio (or from your financial intermediary, such as a broker-dealer or bank). Instead, the reports will be made available on the Portfolios website (www.ssga.com/cash), and you will be notified by mail each time a report is posted, and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Portfolio electronically by calling (866) 392-0869.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Portfolio, you can inform the Portfolio that you wish to continue receiving paper copies of your shareholder reports by calling (866) 392-0869. Your election to receive reports in paper will apply to all funds held in your account, if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Portfolio.
The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
An investment the Portfolio offered by this Prospectus is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. It is possible to lose money by investing the Portfolio offered in this Prospectus.
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Additional Information About Investment Objective, Principal Strategies and Risks |
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Additional Information About Non-Principal Investment Strategies and Risks |
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Investment Objective
The investment objective of State Street Cash Reserves Portfolio (the Portfolio) is to seek to maximize current income, to the extent consistent with the preservation of capital and liquidity and the maintenance of a stable $1.00 per share net asset value (NAV) by investing in U.S. dollar-denominated money market securities.
Fees and Expenses of the Portfolio
The table below describes the fees and expenses that you may pay if you buy and hold shares of the State Street Cash Reserves Portfolio (Portfolio Shares). The Portfolios shares are offered exclusively to investors that pay fees to SSGA Funds Management, Inc. (SSGA FM or the Adviser), the Portfolios investment adviser, or its affiliates; the Portfolio pays no management fee to SSGA FM, as shown in the table below.
Shareholder Fees (fees paid directly from your investment)
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 |
Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee |
N/A | |||
Distribution and/or Shareholder Service (12b-1) Fees |
N/A | |||
Other Expenses 1 |
0.09 | % | ||
|
|
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Total Annual Fund Operating Expenses |
0.09 | % | ||
|
|
1 |
Other expenses are based on estimates for the current fiscal year. |
Example:
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then sell all of your Portfolio Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 year |
3 years |
|
$9 | $29 |
Principal Investment Strategies
In managing the State Street Cash Reserves Portfolio, the Adviser follows a disciplined investment process, basing its decisions on the relative attractiveness of different money market instruments. Among other things, SSGA FM conducts its own credit analyses of potential investments and portfolio holdings, and relies substantially on a dedicated short term credit research team. In the Advisers opinion the attractiveness of an instrument may vary depending on a variety of factors, including for example the general level of interest rates, imbalances of supply and demand in the market, and the credit quality of the obligors.
The Portfolio is a retail money market fund and seeks to maintain its net asset value NAV at $1.00 per share, although there can be no assurance that it will be able to do so.
The Portfolio attempts to meet its investment objective by investing in a broad range of money market instruments. These may include U.S. Government securities (including U.S. Treasury bills, notes and bonds and other securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities); certificates of deposit and time deposits of U.S. and foreign banks; commercial paper and other high quality obligations of U.S. or foreign companies; asset-backed securities, including asset backed commercial paper; mortgage-related securities; and repurchase agreements. These instruments may bear fixed, variable orfloating rates of interest or may be zero-coupon securities. The Portfolio also may invest in shares of other money market funds, including funds advised by the Adviser. A substantial portion of the Portfolio may be invested in securities that are issued or traded pursuant to exemptions from registration under the federal securities laws.
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The Portfolio purchases assets that have received a top tier (without regard to subcategories or gradations) short-term debt rating from one or more nationally recognized statistical rating organizations ( e.g ., those rated A-1 by Standard & Poors Rating Group (S&P), P-1 by Moodys Investor Service, Inc. (Moodys) or F1 by Fitch Ratings (Fitch)) or, if unrated, that are considered to be of comparable quality by the Adviser.
Under normal circumstances, the Portfolio intends to invest at least 25% of its assets in bank obligations.
The Portfolio invests in accordance with regulatory requirements applicable to money market funds, which require, among other things, the Portfolio to invest only in short-term, high quality debt obligations (generally, securities that have remaining maturities of 397 calendar days or less and that the Fund believes present minimal credit risk) to maintain a maximum dollar weighted average maturity and dollar-weighted average life of sixty (60) days or less and 120 days or less, respectively, and to meet requirements as to portfolio diversification and liquidity. For the purposes of determining the Portfolios weighted average maturity, a securitys final maturity date will be used, unless the security is a floating rate or variable rate security in which case the maturity will be determined in accordance with the rules applicable to money market funds.
Principal Risks
You could lose money by investing in the Portfolio. An investment in the Portfolio is subject to investment risks, including possible loss of principal, is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency . The Portfolio may not achieve its investment objective. General risks associated with the Portfolios investment policies and investment strategies are discussed below. The Portfolio is not intended to be a complete investment program, but rather is intended for investment as part of a diversified investment portfolio. Investors should consult their own advisers as to the role of the Portfolio in their overall investment programs.
In addition, the Portfolio is subject to the following risks:
Counterparty Risk: The Portfolio will be subject to credit risk with respect to the counterparties with which the Portfolio enters into derivatives contracts, repurchase agreements, reverse repurchase agreements, and other transactions. If a counterparty fails to meet its contractual obligations, the Portfolio may be unable to terminate or realize any gain on the investment or transaction, or to recover collateral posted to the counterparty, resulting in a loss to the Portfolio. If the Portfolio holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty.
Debt Securities Risk: The values of debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. In recent years, the U.S. Federal Reserve Board has continued to increase interest rates, following several years of historically low interest rate levels. A rising interest rate environment may cause the value of the Portfolios fixed income securities to decrease, an adverse impact on the liquidity of the Portfolios fixed income securities, and increased volatility of the fixed income markets. If the principal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at lower rates. During periods of falling interest rates, the income received by the Portfolio may decline. Changes in interest rates will likely have a greater effect on the values of debt securities of longer durations. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities.
Financial Institutions Risk: Changes in the creditworthiness of financial institutions (such as banks and broker-dealers) may adversely affect the values of instruments of issuers in financial industries. Adverse developments in banking and other financial industries may cause the Portfolio to underperform relative to other funds that invest more broadly across different industries or have a smaller exposure to financial institutions. Changes in governmental regulation and oversight of financial institutions may have an adverse effect on the financial condition of a financial institution.
Income Risk: The Portfolios income may decline due to falling interest rates or other factors. Issuers of securities held by the Portfolio may call or redeem the securities during periods of falling interest rates, and the Portfolio would likely be required to reinvest in securities paying lower interest rates. If an obligation held by the Portfolio is prepaid, the Portfolio may have to reinvest the prepayment in other obligations paying income at lower rates.
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Large Shareholder Risk: To the extent a large proportion of the shares of the Portfolio are held by a small number of shareholders (or a single shareholder), including funds or accounts over which the Adviser has investment discretion, the Portfolio is subject to the risk that these shareholders will purchase or redeem Portfolio shares in large amounts rapidly or unexpectedly, including as a result of an asset allocation decision made by the Adviser. These transactions could adversely affect the ability of the Portfolio to conduct its investment program.
Liquidity Risk: Lack of a ready market or restrictions on resale may limit the ability of the Portfolio to sell a security at an advantageous time or price or at all. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. Illiquidity of the Portfolios holdings may limit the ability of the Portfolio to obtain cash to meet redemptions on a timely basis. In addition, the Portfolio, due to limitations on investments in any illiquid securities and/or the difficulty in purchasing and selling such investments, may be unable to achieve its desired level of exposure to a certain market or sector.
Low Short-Term Interest Rates: At the date of this Prospectus, short-term interest rates are at low levels, and so the Portfolios yield is very low. It is possible that the Portfolio will generate an insufficient amount of income to pay its expenses, and that it will not be able to pay a daily dividend and may have a negative yield (i.e., it may lose money on an operating basis). It is possible that the Portfolio will maintain a substantial portion of its assets in cash, on which it would earn little, if any, income.
Market Risk: The Portfolios investments are subject to changes in general economic conditions, and general market fluctuations and the risks inherent in investment in securities markets. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, changes in the actual or perceived creditworthiness of issuers, and general market liquidity. The Portfolio is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets.
Money Market Fund Regulatory Risk: The U.S. Securities and Exchange Commission (SEC) has recently implemented regulatory changes that will affect the structure and operation of money market funds. The revised regulations impose new liquidity requirements on money market funds, permit (and in some cases require) money market funds to impose liquidity fees on redemptions, and permit money market funds to impose gates restricting redemptions from the funds. Institutional money market funds are now required to have a floating NAV. (U.S. government money market funds are exempt from a number of the new regulations.) There are a number of other changes under the revised regulations that relate to diversification, disclosure, reporting and stress testing requirements. These changes have been implemented recently and they could significantly affect the money market fund industry generally and the operation or performance of the Portfolio specifically and may have significant adverse effects on a money market funds investment return and on the liquidity of investments in money market funds
Mortgage-Related and Other Asset-Backed Securities Risk: Investments in mortgage-related and other asset-backed securities are subject to the risk of significant credit downgrades, illiquidity, and defaults to a greater extent than many other types of fixed-income investments. The liquidity of mortgage-related and asset-backed securities may change over time. During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Portfolio having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the securitys duration and interest rate sensitivity, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, and the underlying assets or collateral may be insufficient if the issuer defaults.
Non-U.S. Securities Risk: Non-U.S. securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. There may be less information publicly available about a non-U.S. entity than about a U.S. entity, and many non-U.S. entities are not subject to accounting, auditing, legal and financial report standards comparable to those in the United States. Further, such entities and/or their securities may be subject to risks associated with currency controls; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. Securities traded on foreign markets may be less liquid (harder to sell) than securities traded domestically. Foreign governments may impose restrictions on the repatriation of capital to the U.S. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Portfolio. Investments in depositary receipts may be less liquid and more volatile than the underlying shares in their primary trading market.
Rapid Changes in Interest Rates Risk: Rapid changes in interest rates may cause significant requests to redeem Portfolio Shares, and possibly cause the Portfolio to sell portfolio securities at a loss to satisfy those requests.
Repurchase Agreement Risk: Repurchase agreements may be viewed as loans made by the Portfolio which are collateralized by the securities subject to repurchase. If the Portfolios counterparty should default on its obligations and the Portfolio is delayed or prevented from recovering the collateral, or if the value of the collateral is insufficient, the Portfolio may realize a loss.
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Restricted Securities Risk: The Portfolio may hold securities that have not been registered for sale to the public under the U.S. federal securities laws. There can be no assurance that a trading market will exist at any time for any particular restricted security. Limitations on the resale of these securities may have an adverse effect on their marketability, and may prevent the Portfolio from disposing of them promptly at reasonable prices. The Portfolio may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the securities may have significant volatility.
Risk of Investment in Other Pools: If the Portfolio invests in another pooled investment vehicle, it is exposed to the risk that the other pool will not perform as expected and is exposed indirectly to all of the risks applicable to an investment in such other pool. The investment policies of the other pool may not be the same as those of the Portfolio; as a result, an investment in the other pool may be subject to additional or different risks than those to which the Portfolio is typically subject. The Portfolio bears its proportionate share of the fees and expenses of any pool in which it invests. The Adviser or an affiliate may serve as investment adviser to a pool in which the Portfolio may invest, leading to potential conflicts of interest. It is possible that other clients of the Adviser or its affiliates will purchase or sell interests in a pool sponsored or managed by the Adviser or its affiliates at prices and at times more favorable than those at which the Portfolio does so.
Significant Exposure to U.S. Government Agencies or Instrumentalities Risk: To the extent the Portfolio focuses its investments in securities issued or guaranteed by U.S. government agencies or instrumentalities, any market movements, regulatory changes or changes in political or economic conditions that affect the U.S. government agencies or instrumentalities in which the Portfolio invests may have a significant impact on the Portfolios performance. Events that would adversely affect the market prices of securities issued or guaranteed by one government agency or instrumentality may adversely affect the market price of securities issued or guaranteed by other government agencies or instrumentalities.
Stable Share Price Risk: If the market value of one or more of the Portfolios investments changes substantially, the Portfolio may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Portfolio experiences significant redemption requests.
U.S. Government Securities Risk: Certain U.S. government securities are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agencys obligations; and still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. government-sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Association (Fannie Mae) may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury, are not supported by the full faith and credit of the U.S. government, and involve increased credit risks.
Variable and Floating Rate Securities Risk: During periods of increasing interest rates, changes in the coupon rates of variable or floating rate securities may lag behind the changes in market rates or may have limits on the maximum increases in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities will typically readjust downward resulting in a lower yield. In addition, investment in derivative variable rate securities, such as inverse floaters, whose rates vary inversely with market rates of interest, or range floaters or capped floaters, whose rates are subject to periodic or lifetime caps, or in securities that pay a rate of interest determined by applying a multiple to the variable rate involves special risks as compared to investment in a fixed-rate security and may involve leverage.
Zero-Coupon Bond Risk: Zero-coupon bonds usually trade at a deep discount from their face or par values and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities that make current distributions of interest.
Portfolio Performance
Performance information for the Portfolio has been omitted because the Portfolio had not commenced investment operations as of the date of this Prospectus. Once the Portfolio has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Portfolio by showing the variability of the Portfolios returns based on net assets. The Portfolio will make updated performance information, including its current net asset value, available at the Portfolios website: www.ssga.com/cash.
Investment Adviser
SSGA FM serves as the investment adviser to the Portfolio.
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Purchase and Sale of Portfolio Shares
Generally, shares of the Portfolio may be purchased only by or on behalf of other registered investment companies or private clients that compensate the Adviser or its affiliates directly. You may redeem Portfolio shares on any day the Portfolio is open for business. You may redeem Portfolio shares by written request or wire transfer. Written requests should be sent to:
By Mail:
State Street Corporation
Attention: Transfer Agent
Box 5493
Mail Code: OHD0100
North Quincy, MA 02171
By Overnight:
State Street Corporation
Attention: Transfer Agent
1 Heritage Drive
North Quincy, MA 02171
By Intermediary:
If you wish to purchase or redeem Portfolio Shares through a broker, bank or other financial intermediary (Financial Intermediary), please contact that Financial Intermediary directly. Your Financial Intermediary may have different or additional requirements for opening an account and/or for the processing of purchase and redemption orders, or may be closed at times when the Portfolio is open.
Financial Intermediaries may contact State Street Dealer Services Group at 617-662-7300 or email them at broker-dealerservices@statestreet.com with questions.
Tax Information
The Portfolios distributions are expected to be taxed as ordinary income and/or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account. Any withdrawals made from such tax-advantaged arrangement may be taxable to you.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Portfolio Shares through a broker-dealer or other Financial Intermediary (such as a bank), the Adviser or its affiliates may pay the Financial Intermediary for certain activities related to the Portfolio, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the Portfolio. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Portfolio over another investment. Ask your salesperson or visit your Financial Intermediarys website for more information.
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ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND RISKS
Investment Objective
The investment objective of the Portfolio, as stated in the Portfolios Fund Summary, may be changed without shareholder approval.
State Street Cash Reserves Portfolio
Principal Investment Strategies
In managing the State Street Cash Reserves Portfolio, the Adviser follows a disciplined investment process, basing its decisions on the relative attractiveness of different money market instruments. Among other things, SSGA FM conducts its own credit analyses of potential investments and portfolio holdings, and relies substantially on a dedicated short term credit research team. In the Advisers opinion the attractiveness of an instrument may vary depending on a variety of factors, including for example the general level of interest rates, imbalances of supply and demand in the market, and the credit quality of the obligors.
The Portfolio is a retail money market fund and seeks to maintain its net asset value NAV at $1.00 per share, although there can be no assurance that it will be able to do so.
The Portfolio attempts to meet its investment objective by investing in a broad range of money market instruments. These may include U.S. Government securities (including U.S. Treasury bills, notes and bonds and other securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities); certificates of deposit and time deposits of U.S. and foreign banks; commercial paper and other high quality obligations of U.S. or foreign companies; asset-backed securities, including asset backed commercial paper; mortgage-related securities; and repurchase agreements. These instruments may bear fixed, variable orfloating rates of interest or may be zero-coupon securities. The Portfolio also may invest in shares of other money market funds, including funds advised by the Adviser. A substantial portion of the Portfolio may be invested in securities that are issued or traded pursuant to exemptions from registration under the federal securities laws.
The Portfolio purchases assets that have received a top tier (without regard to subcategories or gradations) short-term debt rating from one or more nationally recognized statistical rating organizations ( e.g ., those rated A-1 by Standard & Poors Rating Group (S&P), P-1 by Moodys Investor Service, Inc. (Moodys) or F1 by Fitch Ratings (Fitch)) or, if unrated, that are considered to be of comparable quality by the Adviser.
Under normal circumstances, the Portfolio intends to invest at least 25% of its assets in bank obligations.
The Portfolio invests in accordance with regulatory requirements applicable to money market funds, which require, among other things, the Portfolio to invest only in short-term, high quality debt obligations (generally, securities that have remaining maturities of 397 calendar days or less and that the Fund believes present minimal credit risk) to maintain a maximum dollar weighted average maturity and dollar-weighted average life of sixty (60) days or less and 120 days or less, respectively, and to meet requirements as to portfolio diversification and liquidity. For the purposes of determining the Portfolios weighted average maturity, a securitys final maturity date will be used, unless the security is a floating rate or variable rate security in which case the maturity will be determined in accordance with the rules applicable to money market funds.
Additional Information About Risks
Call/Prepayment Risk . Call/prepayment risk is the risk that an issuer will exercise its right to pay principal on an obligation held by the Portfolio earlier than expected or required. This may occur, for example, when there is a decline in interest rates, and an issuer of bonds or preferred stock redeems the bonds or stock in order to replace them with obligations on which it is required to pay a lower interest or dividend rate. It may also occur when there is an unanticipated increase in the rate at which mortgages or other receivables underlying mortgage- or asset-backed securities held by the Portfolio are prepaid. In any such case, the Portfolio may be forced to invest the prepaid amounts in lower-yielding investments, resulting in a decline in the Portfolios income.
Counterparty Risk . The Portfolio will be subject to credit risk with respect to the counterparties with which the Portfolio enters into derivatives contracts and other transactions such as repurchase agreements or reverse repurchase agreements. The Portfolios ability to profit from these types of investments and transactions will depend on the willingness and ability of its counterparty to perform its obligations. If a counterparty fails to meet its contractual obligations, the Portfolio may be unable to terminate or realize any gain on the investment or transaction, resulting in a loss to the Portfolio. The Portfolio may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of any collateral posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances. If the Portfolio holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Under applicable law or contractual provisions, including if the Portfolio enters into an investment or
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transaction with a financial institution and such financial institution (or an affiliate of the financial institution) experiences financial difficulties, then the Portfolio may in certain situations be prevented or delayed from exercising its rights to terminate the investment or transaction, or to realize on any collateral and may result in the suspension of payment and delivery obligations of the parties under such investment or transactions or in another institution being substituted for that financial institution without the consent of the Portfolio. Further, the Portfolio may be subject to bail-in risk under applicable law whereby, if required by the financial institutions authority, the financial institutions liabilities could be written down, eliminated or converted into equity or an alternative instrument of ownership. A bail-in of a financial institution may result in a reduction in value of some or all of its securities and, if the Portfolio holds such securities or has entered into a transaction with such a financial security when a bail-in occurs, the Portfolio may also be similarly impacted.
Credit Risk . Credit risk is the risk that an issuer, guarantor or liquidity provider of a fixed-income security held by the Portfolio may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. It includes the risk that the security will be downgraded by a credit rating agency; generally, lower credit quality issuers present higher credit risks. An actual or perceived decline in creditworthiness of an issuer of a fixed-income security held by the Portfolio may result in a decrease in the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Portfolio owns securities of the issuer or that the issuer will default on its obligations or that the obligations of the issuer will be limited or restructured.
The credit rating assigned to any particular investment does not necessarily reflect the issuers current financial condition and does not reflect an assessment of an investments volatility or liquidity. Securities rated in the lowest category of investment-grade are considered to have speculative characteristics. If a security held by the Portfolio loses its rating or its rating is downgraded, the Portfolio may nonetheless continue to hold the security in the discretion of the Adviser. In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages to make payments of interest and/or principal may affect the values of those securities.
Debt Securities Risk . The values of debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. A rising interest rate environment may cause the value of the Portfolios fixed income securities to decrease, an adverse impact on the liquidity of the Portfolios fixed income securities, and increased volatility of the fixed income markets. If the principal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at lower rates. During periods of falling interest rates, the income received by the Portfolio may decline. Changes in interest rates will likely have a greater effect on the values of debt securities of longer durations. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities.
Extension Risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower-than-expected principal payments. This may increase the period of time during which an investment earns a below-market interest rate, increase the securitys duration and reduce the value of the security. Extension risk may be heightened during periods of adverse economic conditions generally, as payment rates decline due to higher unemployment levels and other factors.
Financial Institutions Risk . Some instruments are issued or guaranteed by financial institutions, such as banks and brokers, or are collateralized by securities issued or guaranteed by financial institutions. Changes in the creditworthiness of any of these institutions may adversely affect the values of instruments of issuers in financial industries. Financial institutions may be particularly sensitive to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. Adverse developments in banking and other financial industries may cause the Portfolio to underperform relative to other funds that invest more broadly across different industries or have a smaller exposure to financial institutions. Changes in governmental regulation and oversight of financial institutions may have an adverse effect on the financial condition or the earnings or operations of a financial institution and on the types and amounts of businesses in which a financial institution may engage. An investor may be delayed or prevented from exercising certain remedies against a financial institution. The amount of the Portfolios assets that may be invested in any financial institution, or financial institutions generally, may be limited by applicable law.
Income Risk. The Portfolios income may decline due to falling interest rates or other factors. Issuers of securities held by the Portfolio may call or redeem the securities during periods of falling interest rates, and the Portfolio would likely be required to reinvest in securities paying lower interest rates. If an obligation held by the Portfolio is prepaid, the Portfolio may have to reinvest the prepayment in other obligations paying income at lower rates. A reduction in the income earned by the Portfolio may limit the Portfolios ability to achieve its objective.
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Interest Rate Risk . Interest rate risk is the risk that the securities held by the Portfolio will decline in value because of increases in market interest rates. Duration is a measure used to determine the sensitivity of a securitys price to changes in interest rates. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. For example, the value of a security with a duration of five years would be expected to decrease by 5% for every 1% increase in interest rates. Falling interest rates also create the potential for a decline in the Portfolios income and yield. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. Variable and floating rate securities also generally increase or decrease in value in response to changes in interest rates, although generally to a lesser degree than fixed-rate securities. A substantial increase in interest rates may also have an adverse impact on the liquidity of a security, especially those with longer durations. In recent years, the U.S. Federal Reserve Board has continued to increase interest rates, following several years of historically low interest rate levels. Changes in governmental policy, including changes in central bank monetary policy, could cause interest rates to rise rapidly, or cause investors to expect a rapid rise in interest rates. This could lead to heightened levels of interest rate, volatility and liquidity risks for the fixed income markets generally and could have a substantial and immediate effect on the values of the Portfolios investments.
Large Shareholder Risk . To the extent a large proportion of the shares of the Portfolio are highly concentrated or held by a small number of shareholders (or a single shareholder), including funds or accounts over which the Adviser has investment discretion, the Portfolio is subject to the risk that these shareholders will purchase or redeem Portfolio shares in large amounts rapidly or unexpectedly, including as a result of an asset allocation decision made by the Adviser. These transactions could adversely affect the ability of the Portfolio to conduct its investment program. For example, they could require the Portfolio to sell portfolio securities or purchase portfolio securities unexpectedly and incur substantial transaction costs and/or accelerate the realization of taxable income and/or gains to shareholders, or the Portfolio may be required to sell its more liquid portfolio investments to meet a large redemption, in which case the Portfolios remaining assets may be less liquid, more volatile, and more difficult to price. The Portfolio may hold a relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns.
Liquidity Risk . Liquidity risk is the risk that the Portfolio may not be able to dispose of securities readily at a favorable time or prices (or at all) or at prices approximating those at which the Portfolio currently values them. For example, certain investments may be subject to restrictions on resale, may trade in the over-the-counter market or in limited volume, or may not have an active trading market. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. It may be difficult for the Portfolio to value illiquid securities accurately. The market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. Disposal of illiquid securities may entail registration expenses and other transaction costs that are higher than those for liquid securities. The Portfolio may seek to borrow money to meet its obligations (including among other things redemption obligations) if it is unable to dispose of illiquid investments, resulting in borrowing expenses and possible leveraging of the Portfolio. In some cases, due to unanticipated levels of illiquidity the Portfolio may choose to meet its redemption obligations wholly or in part by distributions of assets in-kind.
Low Short-Term Interest Rate Risk . During market conditions in which short-term interest rates are at low levels, as was the case until recent periods, the Portfolios yield can be very low. During these conditions, it is possible that the Portfolio will generate an insufficient amount of income to pay its expenses, and that it will not be able to pay a daily dividend and may have a negative yield (i.e., it may lose money on an operating basis). It is possible that the Portfolio will maintain a substantial portion of its assets in cash, on which it may earn little, if any, income.
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Market Disruption and Geopolitical Risk. The Portfolio is 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 foreign 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 the Portfolios investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region might adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any partial or complete dissolution of the Economic and Monetary Union of the European Union, or any increased uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of the Portfolios investments. Securities and financial markets may be susceptible to market manipulation or other fraudulent trade practices, which could disrupt the orderly functioning of these markets or adversely affect the values of investments traded in these markets, including investments held by the Portfolio. To the extent the Portfolio has focused its investments in the market or index of a particular region, adverse geopolitical and other events could have a disproportionate impact on the Portfolio.
Market Risk . Market prices of investments held by the Portfolio will go up or down, sometimes rapidly or unpredictably. The Portfolios investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in securities markets. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, changes in actual or perceived creditworthiness of issuers and general market liquidity. Even if general economic conditions do not change, the value of an investment in the Portfolio could decline if the particular industries, sectors or companies in which the Portfolio invests do not perform well or are adversely affected by events. Further, legal, political, regulatory and tax changes also may cause fluctuations in markets and securities prices.
Market Volatility; Government Intervention Risk. Market dislocations and other external events, such as the failures or near failures of significant financial institutions, dislocations in investment or currency markets, corporate or governmental defaults or credit downgrades, or poor collateral performance, may subject the Portfolio to significant risk of substantial volatility and loss. Governmental and regulatory authorities have taken, and may in the future take, actions to provide or arrange credit supports to financial institutions whose operations have been compromised by credit market dislocations and to restore liquidity and stability to financial systems in their jurisdictions; the implementation of such governmental interventions and their impact on both the markets generally and the Portfolios investment program in particular can be uncertain. In recent periods, governmental and non-governmental issuers have defaulted on, or have been forced to restructure, their debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including, without limitation, in Europe or Asia. Defaults or restructurings by governments or others of their debts could have substantial adverse effects on economies, financial markets, and asset valuations around the world. Further Federal Reserve or other U.S. or non-U.S. governmental or central bank actions, including interest rate increases or contrary actions by different governments, or investor perception that these efforts are not succeeding, could negatively affect financial markets generally as well as the values and liquidity of certain securities.
Money Market Risk . An investment in a money market fund is not a deposit of any bank and is not insured or guaranteed by the FDIC or any other government agency. Although a money market fund generally seeks to preserve the value of its shares at $1.00 per share, there can be no assurance that it will do so, and it is possible to lose money by investing in a money market fund. A major or unexpected increase in interest rates or a decline in the credit quality of an issuer or entity providing credit support, an inactive trading market for money market instruments, or adverse market, economic, industry, political, regulatory, geopolitical, and other conditions could cause a money market funds share price to fall below $1.00. It is possible that a money market fund will issue and redeem shares at $1.00 per share at times when the fair value of the money market funds portfolio per share is more or less than $1.00. A money market fund may be permitted or required to impose redemption fees or to impose limitations on redemptions during periods of high illiquidity in the markets for the investments held by it. None of State Street Corporation, State Street Bank and Trust Company (State Street), State Street Global Advisors (SSGA), SSGA FM or their affiliates (State Street Entities) guarantee the value of an investment in a money market fund at $1.00 per share. Investors should have no expectation of capital support to a money market fund from State Street Entities.
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Mortgage-Related and Other Asset-Backed Securities Risk . Investments in mortgage-related and other asset-backed securities are subject to the risk of significant credit downgrades, illiquidity, and defaults to a greater extent than many other types of fixed income investments. The liquidity of mortgage-related and asset-backed securities may change over time. Mortgage-related securities represent a participation in, or are secured by, mortgage loans. Other asset-backed securities are typically structured like mortgage-related securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include, for example, items such as motor vehicle installment sales or installment loan contracts, leases on various types of real and personal property, and receivables from credit card agreements. During periods of falling interest rates, mortgage-related and other asset-backed securities, which typically provide the issuer with the right to prepay the security prior to maturity, may be prepaid, which may result in the Portfolio having to reinvest the proceeds in other investments at lower interest rates. During periods of rising interest rates, the average life of mortgage-related and other asset-backed securities may extend because of slower-than expected principal payments. This may lock in a below market interest rate, increase the securitys duration and interest rate sensitivity, and reduce the value of the security. As a result, mortgage-related and other asset-backed securities may have less potential for capital appreciation during periods of declining interest rates than other debt securities of comparable maturities, although they may have a similar risk of decline in market values during periods of rising interest rates. Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. The price of a mortgage-related or other asset-backed security also depends on the credit quality and adequacy of the underlying assets or collateral. Mortgage-related or other asset-backed securities issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) will generally entail greater credit risk than obligations guaranteed by the U.S. Government. Defaults on the underlying assets, if any, may impair the value of a mortgage-related or other asset-backed security. For some asset-backed securities in which the Portfolio invests, such as those backed by credit card receivables, the underlying cash flows may not be supported by a security interest in a related asset. Moreover, the values of mortgage-related and other asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the underlying collateral. There may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets, or the value of the underlying assets, if any, may be insufficient if the issuer defaults.
Non-U.S. Securities Risk . Investments in securities of non-U.S. issuers (including depositary receipts) entail risks not typically associated with investing in securities of U.S. issuers. Similar risks may apply to securities traded on a U.S. securities exchange that are issued by entities with significant exposure to non-U.S. countries. In certain countries, legal remedies available to investors may be more limited than those available with regard to U.S. investments. Income and gains with respect to investments in certain countries may be subject to withholding and other taxes. There may be less information publicly available about a non-U.S. entity than about a U.S. entity, and many non-U.S. entities are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the United States. The securities of some non-U.S. entities are less liquid and at times more volatile than securities of comparable U.S. entities, and could become subject to sanctions or embargoes that adversely affect the Portfolios investment. Non-U.S. transaction costs, such as brokerage commissions and custody costs may be higher than in the U.S. In addition, there may be a possibility of nationalization or expropriation of assets, imposition of currency exchange controls, confiscatory taxation, and diplomatic developments that could adversely affect the values of the Portfolios investments in certain non-U.S. countries. Investments in securities of non-U.S. issuers also are subject to foreign political and economic risk not associated with U.S. investments, meaning that political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a country where the Portfolio invests could cause the Portfolios investments in that country to experience gains or losses.
Rapid Changes in Interest Rates . The values of most instruments held by the Portfolio are adversely affected by changes in interest rates generally, especially increases in interest rates. Rapid changes in interest rates may cause significant requests to redeem Portfolio Shares, and possibly cause the Portfolio to sell portfolio securities at a loss to satisfy those requests.
Reinvestment Risk. Income from the Portfolio may decline when the Portfolio invests the proceeds from investment income, sales of portfolio securities or matured, traded or called debt obligations. For instance, during periods of declining interest rates, an issuer of debt obligations may exercise an option to redeem securities prior to maturity, forcing the Portfolio to reinvest the proceeds in lower-yielding securities. A decline in income received by the Portfolio from its investments is likely to have a negative effect on the yield and total return of the Portfolio Shares.
Repurchase Agreement Risk . A repurchase agreement is an agreement to buy a security from a seller at one price and a simultaneous agreement to sell it back to the original seller at an agreed-upon price, typically representing the purchase price plus interest. Repurchase agreements may be viewed as loans made by the Portfolio which are collateralized by the securities subject to repurchase. The
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Portfolios investment return on such transactions will depend on the counterpartys willingness and ability to perform its obligations under a repurchase agreement. If the Portfolios counterparty should default on its obligations and the Portfolio is delayed or prevented from recovering the collateral, or if the value of the collateral is insufficient, the Portfolio may realize a loss.
Restricted Securities Risk . The Portfolio may hold securities that have not been registered for sale to the public under the U.S. federal securities laws pursuant to an exemption from registration. These securities may be less liquid than securities registered for sale to the general public. The liquidity of a restricted security may be affected by a number of factors, including, among others: (i) the creditworthiness of the issuer; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; (v) the nature of any legal restrictions governing trading in the security; and (vi) the nature of the security and the nature of marketplace trades. There can be no assurance that a liquid trading market will exist at any time for any particular restricted security. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the securities may have significant volatility.
Section 4(a)(2) Commercial Paper and Rule 144A Securities Risk . The Portfolio may invest in commercial paper issued in reliance on the private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the 1933 Act). This commercial paper is commonly called Section 4(a)(2) paper. The Portfolio may also invest in securities that may be offered and sold only to qualified institutional buyers under Rule 144A of the 1933 Act (Rule 144A securities).
Section 4(a)(2) paper is sold to institutional investors who must agree to purchase the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in a transaction exempt from the registration requirements of the 1933 Act. Section 4(a)(2) paper normally is resold to other institutional investors like a Fund through or with the assistance of the issuer or investment dealers that make a market in Section 4(a)(2) paper. As a result it suffers from liquidity risk, the risk that the securities may be difficult to value because of the absence of an active market and the risk that it may be sold only after considerable expense and delay, if at all. Rule 144A securities generally must be sold only to other qualified institutional buyers.
Section 4(a)(2) paper and Rule 144A securities will not be considered illiquid for purposes of a Funds limitation on illiquid securities if the Adviser (pursuant to guidelines adopted by 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.
Significant Exposure to U.S. Government Agencies or Instrumentalities Risk . To the extent the Portfolio focuses its investments in securities issued or guaranteed by U.S. Government agencies or instrumentalities, any market movements, regulatory changes or changes in political or economic conditions that affect the U.S. Government agencies or instrumentalities in which the Portfolio invests may have a significant impact on the Portfolios performance. Events that would adversely affect the market prices of securities issued or guaranteed by one government agency or instrumentality may adversely affect the market price of securities issued or guaranteed by other government agencies or instrumentalities.
Stable Share Price Risk Fund . If the market value of one or more of the Portfolios investments changes substantially, the Portfolio may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Portfolio experiences significant redemption requests.
U.S. Government Securities Risk . U.S. government securities, such as Treasury bills, notes and bonds and mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agencys obligations; and still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. government-sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Association (Fannie Mae) may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury nor supported by the full faith and credit of the U.S. government. There is no assurance that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. The value and liquidity of U.S. government securities may be affected adversely by changes in the ratings of those securities. Securities issued by the U.S. Treasury historically have been considered to present minimal credit risk. The downgrade in the long-term U.S. credit rating by at least one major rating agency has introduced greater uncertainty about the ability of the U.S. to repay its obligations. A further credit rating downgrade or a U.S. credit default could decrease the value and increase the volatility of the Portfolios investments.
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Variable and Floating Rate Securities Risk . Variable or floating rate securities are debt securities with variable or floating interest rates payments. Variable or floating rate securities bear rates of interest that are adjusted periodically according to formulae intended generally to reflect market rates of interest and allow the Portfolio to participate (determined in accordance with the terms of the securities) in increases in interest rates through upward adjustments of the coupon rates on the securities. However, during periods of increasing interest rates, changes in the coupon rates may lag behind the changes in market rates or may have limits on the maximum increases in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities will typically readjust downward resulting in a lower yield. In addition, investment in derivative variable rate securities, such as inverse floaters, whose rates vary inversely with market rates of interest, or range floaters or capped floaters, whose rates are subject to periodic or lifetime caps, or in securities that pay a rate of interest determined by applying a multiple to the variable rate involves special risks as compared to investment in a fixed-rate security and may involve leverage.
Zero-Coupon Bond Risk . Zero-coupon bonds are debt obligations that are generally issued at a discount and payable in full at maturity, and that do not provide for current payments of interest prior to maturity. Zero-coupon bonds usually trade at a deep discount from their face or par values and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities that make current distributions of interest. When interest rates rise, the values of zero-coupon bonds fall more rapidly than securities paying interest on a current basis, because the Portfolio is unable to reinvest interest payments at the higher rates.
ADDITIONAL INFORMATION ABOUT NON-PRINCIPAL INVESTMENT STRATEGIES AND RISKS
The investments described below reflect the Portfolios current practices. In addition to the principal risks described above, other risks are described in some of the descriptions of the investments below:
Conflicts of Interest Risk. An investment in the Portfolio will be subject to a number of actual or potential conflicts of interest. For example, the Adviser or its affiliates may provide services to the Portfolio, such as securities lending agency services, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, securities brokerage services, and other services for which the Portfolio would compensate the Adviser and/or such affiliates. The Portfolio may invest in other pooled investment vehicles sponsored, managed, or otherwise affiliated with the Adviser. There is no assurance that the rates at which the Portfolio pays fees or expenses to the Adviser or its affiliates, or the terms on which it enters into transactions with the Adviser or its affiliates will be the most favorable available in the market generally or as favorable as the rates the Adviser makes available to other clients. Because of its financial interest, the Adviser will have an incentive to enter into transactions or arrangements on behalf of the Portfolio with itself or its affiliates in circumstances where it might not have done so in the absence of that interest, provided that the Adviser will comply with applicable regulatory requirements.
The Adviser and its affiliates serve as investment adviser to other clients and may make investment decisions that may be different from those that will be made by the Adviser on behalf of the Portfolio. For example, the Adviser may provide asset allocation advice to some clients that may include a recommendation to invest in or redeem from particular issuers while not providing that same recommendation to all clients invested in the same or similar issuers. The Adviser may (subject to applicable law) be simultaneously seeking to purchase (or sell) investments for the Portfolio and to sell (or purchase) the same investment for accounts, funds, or structured products for which it serves as asset manager, or for other clients or affiliates. The Adviser and its affiliates may invest for clients in various securities that are senior, pari passu or junior to, or have interests different from or adverse to, the securities that are owned by the Portfolio. The Adviser or its affiliates, in connection with its other business activities, may acquire material nonpublic confidential information that may restrict the Adviser from purchasing securities or selling securities for itself or its clients (including the Portfolio) or otherwise using such information for the benefit of its clients or itself.
The foregoing does not purport to be a comprehensive list or complete explanation of all potential conflicts of interests which may affect the Portfolio. The Portfolio may encounter circumstances, or enter into transactions, in which conflicts of interest that are not listed or discussed above may arise.
Cybersecurity Risk . With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, funds (such as the Portfolio) and their service providers (including the Adviser) may be prone to operational and information security risks resulting from cyber-attacks and/or technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Portfolio, the Adviser or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Portfolio or its shareholders. For instance, cyber-attacks or technical malfunctions may interfere with the processing of shareholder or other transactions,
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affect the Portfolios ability to calculate its NAV, cause the release of private shareholder information or confidential Portfolio information, impede trading, cause reputational damage, and subject the Portfolio to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber-attacks or technical malfunctions may render records of Portfolio assets and transactions, shareholder ownership of Portfolio Shares, and other data integral to the functioning of the Portfolio inaccessible or inaccurate or incomplete. The Portfolio may also incur substantial costs for cybersecurity risk management in order to prevent cyber incidents in the future. The Portfolio and its shareholders could be negatively impacted as a result. While the Adviser has established business continuity plans and systems designed to minimize the risk of cyber-attacks through the use of technology, processes and controls, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified given the evolving nature of this threat. The Portfolio relies on third-party service providers for many of its day-to-day operations, and will be subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Portfolio from cyber-attack. The Adviser does not control the cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Adviser or the Portfolio. Similar types of cybersecurity risks or technical malfunctions also are present for issuers of securities in which the Portfolio invests, which could result in material adverse consequences for such issuers, and may cause the Portfolios investment in such securities to lose value.
Portfolio Turnover Risk . The Portfolio may engage in frequent trading of its portfolio securities. Portfolio turnover generally involves a number of direct and indirect costs and expenses to the Portfolio, including, for example, brokerage commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. The costs related to increased portfolio turnover have the effect of reducing the Portfolios investment return, and the sale of securities by the Portfolio may result in the realization of taxable capital gains, including short-term capital gains, which are taxed to individuals as ordinary income.
Temporary Defensive Positions . In response to actual or perceived adverse market, economic, political, or other conditions, the Portfolio may (but will not necessarily), without notice, depart from its principal investment strategies by temporarily investing for defensive purposes. Temporary defensive positions may include, but are not limited to, cash, cash equivalents, U.S. government securities, repurchase agreements collateralized by such securities, money market funds, and high-quality debt investments. If the Portfolio invests for defensive purposes, it may not achieve its investment objective. In addition, the defensive strategy may not work as intended.
The Portfolios portfolio holdings disclosure policy is described in the Statement of Additional Information (SAI).
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The Portfolio is a separate, diversified series of the State Street Institutional Investment Trust (the Trust), which is an open-end management investment company organized as a business trust under the laws of The Commonwealth of Massachusetts.
Investment Adviser
SSGA FM serves as the investment adviser to the Portfolio and, subject to the oversight of the Board, is responsible for the investment management of the Portfolio. The Adviser provides an investment management program for the Portfolio and manages the investment of the Portfolios assets. The Adviser is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation. The Adviser is registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended. The Adviser and certain other affiliates of State Street Corporation make up SSGA. SSGA is one of the worlds largest institutional money managers and the investment management arm of State Street Corporation. As of December 31, 2018, the Adviser managed approximately $452.10 billion in assets and SSGA managed approximately $2.51 trillion in assets. The Advisers principal business address is One Iron Street, Boston, Massachusetts 02210.
The Portfolios shares are offered exclusively to investors (including without limitation, registered investment companies, private investment pools, bank collective funds, and investment separate accounts) that pay fees to SSGA FM or its affiliates. The fees paid by those investment vehicles to SSGA FM (or its affiliates) vary depending on a number of factors, including by way of example, the services provided, the risks borne by SSGA FM (or its affiliates), fee rates paid by competitive investment vehicles, and in some cases direct negotiation with investors in the Portfolio. The Portfolio pays no investment advisory fees to SSGA FM.
A summary of the factors considered by the Board of Trustees in connection with the initial approval of the investment advisory agreement for the Portfolio will be available in the Portfolios annual report or semi-annual report, as applicable, after the Portfolio commences operations.
Other Fund Services
The Adviser manages the Portfolio using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within SSGA. The portfolio management team is overseen by the SSGA Investment Committee.
The Administrator, Sub-Administrator, Custodian, Transfer Agent and Dividend Disbursing Agent
The Adviser serves as administrator of the Portfolio. State Street, a subsidiary of State Street Corporation, serves as sub-administrator, custodian, transfer agent and dividend disbursing agent (the Transfer Agent) for the Portfolio. The Portfolio pays an annual fee that is accrued daily and payable monthly for the administration, sub-administration, custody and transfer agency services SSGA FM and State Street provide.
The Distributor
State Street Global Advisors Funds Distributors, LLC serves as the Portfolios distributor (SSGA FD) pursuant to the Distribution Agreement between SSGA FD and the Trust.
Additional Information
The Trustees of the Trust oversee generally the operations of the Portfolio and the Trust. The Trust enters into contractual arrangements with various parties, including among others the Portfolios investment adviser, custodian, transfer agent, and accountants, who provide services to the Portfolio. Shareholders are not parties to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Trust and the Portfolio that you should consider in determining whether to purchase shares of the Portfolio. Neither this Prospectus, nor the related SAI, is intended, or should be read, to be or to give rise to an agreement or contract between the Trust or the Portfolio and any investor, or to give rise to any rights in any shareholder or other person other than any rights under federal or state law that may not be waived.
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Determination of Net Asset Value
The Portfolio determines its NAV per share at 5:00 pm Eastern Time (ET) on each day on which the New York Stock Exchange (NYSE), the Federal Reserve banks and State Street are open for business (a Business Day). In unusual circumstances, such as an emergency or an unscheduled close or halt of trading on the NYSE, the time at which share prices are determined may be changed. The Portfolio seeks to maintain a $1.00 per share NAV and, accordingly, uses the amortized cost valuation method, in compliance with the risk limiting conditions of Rule 2a-7 under the Investment Company Act of 1940 (the 1940 Act), to value its portfolio instruments. The amortized cost valuation method initially prices an instrument at its cost and thereafter assumes a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument.
The NAV of each class of the Portfolios shares is calculated by dividing the value of the assets of the Portfolio attributable to that class less the liabilities of the Portfolio attributable to that class by the number of shares in the class outstanding. As noted in this Prospectus, the Portfolio may invest in securities listed on foreign exchanges, or otherwise traded in a foreign market, and those securities may trade on weekends or other days when the Portfolio does not price its shares. Consequently, the NAV of the Portfolios shares may change on days when shareholders are not able to purchase or redeem the Portfolios shares. Purchase and redemption orders for Portfolio Shares are processed, respectively, at the NAV next determined after the Portfolio accepts a purchase order or receives a redemption request in good form. The Portfolio 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 Portfolios 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 the Portfolio occurs after the close of a related exchange but before the determination of the Portfolios 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 the Portfolio would have received had it sold the investment. To the extent that the Portfolio 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 fund. The prospectuses of these funds explain the circumstances under which the funds will use fair value pricing and the effects of using fair value pricing.
The Federal Reserve is closed on certain holidays on which the NYSE is open. These holidays are Columbus Day and Veterans Day. On these holidays, you will not be able to purchase shares by wiring Federal Funds because Federal Funds wiring does not occur on days when the Federal Reserve is closed. The Portfolio also may establish special hours on those days to determine the Portfolios NAV. In the event that the Portfolio invokes the right to accept orders to purchase or redeem shares on any day that is not a business day or adopt special hours of operation, the Portfolio will post advance notice of these events at www.ssga.com/cash.
Purchasing Shares
Generally, shares of the Portfolio may be purchased only by or on behalf of other registered investment companies or private clients for which the Adviser or an affiliate serves as investment adviser (or in a similar capacity). The price for Portfolio Shares is the NAV per share. Orders received in good form (a purchase order is in good form if it meets the requirements implemented from time to time by the Portfolio or its Transfer Agent, and for new accounts includes submission of a completed and signed application and all documentation necessary to open an account) will be priced at the NAV next calculated after the order is accepted by the Portfolio.
There is no minimal initial investment in the Portfolio and there is no minimum subsequent investment. (If you purchase shares by check, your order will not be in good form until the Portfolios transfer agent receives federal funds for the check.) The Portfolio reserve the right to cease accepting investments at any time or to reject any purchase order.
In accordance with certain federal regulations, the Trust is required to obtain, verify and record information that identifies each entity that applies to open an account. For this reason, when you open (or change ownership of) an account, the Trust will request certain information, including your name, residential/business address, date of birth (for individuals) and taxpayer identification number or other government identification number and other information that will allow us to identify you which will be used to verify your identity. The Trust may also request to review other identification documents such as driver license, passport or documents showing the existence of the business entity. If you do not provide sufficient information to verify your identity, the Trust will not open an account for you. As required by law, the Trust may employ various procedures, such as comparing your information to fraud databases or requesting additional information and documentation from you, to ensure that the information supplied by you is correct. The Trust reserves the right to reject any purchase order for any reason, including failure to provide the Trust with information necessary to confirm your identity as required by law.
If you are purchasing through a Financial Intermediary, please contact your intermediary as their requirements may differ.
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Redeeming Shares
An investor may redeem all or any portion of its investment at the NAV next determined after it submits a redemption request, in proper form, to the applicable Portfolio. Redemption orders are processed at the NAV next determined after a Portfolio receives a redemption order in good form. If a Portfolio receives a redemption order prior to its Valuation Time on a business day, the Portfolio typically expects to pay out redemption proceeds on that day, but no later than the next business day if redemption proceeds are sent by wire or ACH. If redemption proceeds are sent by check, the Portfolio typically expects to pay out redemption proceeds on the next business day. No dividends will accrue on shares the day redemption proceeds are sent, including when redemption proceeds are wired the same day as the redemption order is received. Payment for redeemed shares is sent no later than the next business day following acceptance of the redemption order (unless redemption proceeds are sent by check). The Portfolio reserves the right to pay for redeemed shares within seven days after receiving a redemption order if, in the judgment of the Adviser, an earlier payment could adversely affect the Portfolio.
If your account is held through an Intermediary, please contact them for additional assistance and advice on how to redeem your shares.
The right of any investor to receive payment with respect to any redemption may be suspended or the payment of the redemption proceeds postponed during any period in which the NYSE is closed (other than weekends or holidays) or trading on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an emergency exists as a result of which disposal by the Portfolio of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Portfolio fairly to determine the value of its net assets. In addition, the SEC may by order permit suspension of redemptions for the protection of shareholders of the Portfolio.
Under normal circumstances, the Portfolio expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. The Portfolio also may pay redemption proceeds using cash obtained through borrowing arrangements that may be available from time to time.
The Portfolio may pay all or a portion of your redemption proceeds by giving you securities (for example, if the Portfolio reasonably believes that a cash redemption may have a substantial impact on the Portfolio and its remaining shareholders). You may pay transaction costs to dispose of the securities, and you may receive less for them than the price at which they were valued for purposes of the redemption. In addition, you will be subject to the market risks associated with such securities until such time as you choose to dispose of the security.
During periods of deteriorating or stressed market conditions or during extraordinary or emergency circumstances, the Portfolio may be more likely to pay redemption proceeds with cash obtained through short-term borrowing arrangements (if available) or by giving you securities.
A request for a partial redemption by an investor whose account balance is below the minimum amount or a request for partial redemption by an investor that would bring the account below the minimum amount may be treated as a request for a complete redemption of the account. These minimums may be different for investments made through certain financial intermediaries as determined by their policies and may be waived in the Advisers discretion. The Portfolio reserves the right to modify minimum account requirements at any time with or without prior notice. The Portfolio also reserves the right to involuntarily redeem an investors account if the investors account balance falls below the applicable minimum amount due to transaction activity.
About Mail Transactions
If you choose to purchase or redeem shares by sending instructions by regular mail, they will not be deemed received in good order until they are released by the post office and redelivered to the Transfer Agents physical location at 1 Heritage Drive, North Quincy, MA 02171. There will be a time lag, which may be one or more days, between regular mail receipt at the post office box and redelivery to such physical location and the Portfolios net asset value may change over those days. You might consider using express rather than regular mail if you believe the time of receipt of your transaction request to be sensitive.
Unclaimed Property
Many states have unclaimed property rules that provide for transfer to the state (also known as escheatment) of unclaimed property under various circumstances. These circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office as undeliverable), or a combination of both inactivity and returned mail. If a State Street Fund (as defined below) identifies property as unclaimed, it will attempt to contact the shareholder, but if that attempt is unsuccessful, the account may be considered abandoned and escheated to the state after the passage of a certain period of time (as required by applicable state law).
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If you are a resident of the state of Texas, you may designate a representative to receive escheatment notifications by completing and submitting a designation form, which you can find on the website of the Texas Comptroller. Designating such a representative may be beneficial, since Texas law provides that the escheatment period will cease if the representative, after receiving an escheatment notification regarding your account, communicates knowledge of your location and confirms that you have not abandoned your account. You can mail a completed designation form to the Portfolio (if you hold shares directly with the Portfolio) or to your financial intermediary (if you do not hold shares directly with the Portfolio).
Excessive Trading
Because the Portfolio is a money market fund, the Portfolios Board of Trustees has not adopted policies and procedures with respect to frequent purchases and redemptions of Portfolio shares by Portfolio shareholders. Nonetheless, the Portfolio may take any reasonable action that they deem necessary or appropriate to prevent excessive trading in Fund shares without providing prior notification to the account holder. Such action may include rejecting any purchase, in whole or part, including, without limitation, by a person whose trading activity in Portfolio shares may be deemed harmful to the Fund. While the Funds attempt to discourage such excessive trading, there can be no guarantee that they will be able to identify investors who are engaging in excessive trading or limit their trading practices. Additionally, frequent trades of small amounts may not be detected. The Funds recognize that they may not always be able to detect or prevent excessive trading or other activity that may disadvantage the Funds or their shareholders.
DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS
The Portfolio intends to declare dividends on shares from net investment income daily and pay them as of the last business day of each month. Distributions from capital gains, if any, will be made annually in December. Income dividends and capital gains distributions will be paid in additional shares on the reinvestment date unless you have elected to receive them in cash. No interest will accrue on the amounts represented by uncashed distribution checks. If you have elected to receive distributions by check, and the postal or other delivery service is unable to deliver the checks because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the uncashed distribution and all future distributions will be reinvested at the then-current NAV of the Portfolio.
The following discussion is a summary of some important U.S. federal income tax considerations generally applicable to an investment in the Portfolio. Your investment in the Portfolio may have other tax implications. Please consult your tax advisor about federal, state, local, foreign or other tax laws applicable to you. Investors, including non-U.S. investors, may wish to consult the SAI tax section for additional disclosure.
The Portfolio intends to elect to be treated as a regulated investment company and intends each year to qualify and to be eligible to be treated as such. A regulated investment company generally is not subject to tax at the corporate level on income and gains that are timely distributed to shareholders. In order to qualify and be eligible for treatment as a regulated investment company, the Portfolio must, among other things, satisfy diversification, 90% gross income and distribution requirements. The Portfolios failure to qualify as a regulated investment company would result in corporate level taxation, and consequently, a reduction in income available for distribution to shareholders.
For U.S. federal income tax purposes, distributions of investment income generally are taxable to you as ordinary income. Taxes on distributions of capital gains generally are determined by how long the Portfolio owned (or is deemed to have owned) the investments that generated them, rather than how long you have owned your Portfolio Shares. Distributions of net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) from the sale of investments that the Portfolio owned (or is deemed to have owned) for more than one year that are properly reported by the Portfolio as capital gain dividends generally will be treated as long-term capital gain includible in your net capital gain and taxed to individuals at reduced rates. Distributions of gains from investments that the Portfolio owned (or is deemed to have owned) for one year or less generally will be taxable to you as ordinary income when distributed to you by the Portfolio. Distributions of investment income properly reported by the Portfolio as derived from qualified dividend income are taxed to individuals at the rates applicable to net capital gain, provided holding period and other requirements are met by the shareholder and the Portfolio. Distributions are taxable to you even if they are paid from income or gains earned by the Portfolio before your investment (and thus were included in the price you paid for your shares). Distributions may also be subject to state and local taxes and are taxable whether you receive them in cash or reinvest them in additional shares.
When the NAV of Portfolio Shares varies from a shareholders tax basis in such shares, including in the case of a money market fund when the NAV of such Portfolio Shares varies from $1.0000 per share, the shareholder generally will realize a gain or loss upon the redemption or other taxable disposition of such Portfolio Shares. Any such gain generally would be taxable to you as either short-term or long-term capital gain, depending upon how long you held the Portfolio Shares. 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. If you elect to adopt this simplified method of accounting, rather than compute gain or loss on every taxable disposition of
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Portfolio Shares, you will determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchase minus sales) in those shares during that period. Under this simplified method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. Shareholders should see the SAI for further information.
An additional 3.8% Medicare contribution tax is imposed on the net investment income of individuals, estates and trusts to the extent their income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends paid by the Portfolio and net gains recognized on the redemption of shares of the Portfolio.
The Portfolios income from or on proceeds of its investments in non-U.S. assets may be subject to non-U.S. withholding and other taxes. This will decrease the Portfolios return on securities subject to such taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. Although such taxes will reduce the Portfolios taxable income, shareholders generally will not be entitled separately to claim a credit or deduction with respect to foreign taxes incurred by the Portfolio.
Certain of the Portfolios investment practices, including derivative transactions and investments in debt obligations issued or purchased at a discount, will be subject to special and complex U.S. federal income tax provisions. These special rules may affect the timing, character, and/or amount of the Portfolios distributions, and may require the Portfolio to sell its investments at a time when it is not advantageous to do so.
If you are not a U.S. person, dividends paid by the Portfolio that the Portfolio properly reports as capital gain dividends, short-term capital gain dividends, or interest-related dividends, each as further defined in the SAI, are not subject to withholding of U.S. federal income tax, provided that certain other requirements are met. The Portfolio is permitted, but is not required, to report any part of its dividends as are eligible for such treatment. The Portfolios dividends other than those the Portfolio so reports as capital gain dividends, short-term capital gain dividends, or interest-related dividends generally will be subject to U.S. withholding tax at a 30% rate (or lower applicable treaty rate). See the Portfolios SAI for further information.
The U.S. Treasury and IRS generally require the Portfolio to obtain information sufficient to identify the status of each shareholder under sections 1471-1474 of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury and IRS guidance issued thereunder (collectively, the Foreign Account Tax Compliance Act or FATCA) or under an applicable intergovernmental agreement between the United States and a foreign government. Please see the SAI for more information on FATCA reporting requirements.
Cost Basis Reporting . Department of the Treasury regulations mandate cost basis reporting to shareholders and the IRS for redemptions of Portfolio shares. If you acquire and hold shares directly through the Portfolio and not through a Financial Intermediary, State Street will use a default average cost basis methodology for tracking and reporting your cost basis, unless you request, in writing, another cost basis reporting methodology.
The Portfolio had not commenced operations prior to the date of this Prospectus and therefore does not have financial information.
18
Contacting the State Street Funds
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 |
Written requests should be sent to:
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 |
The Portfolio does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposits in the mail or with such services, or receipt at the Portfolios post office box, of purchase orders or redemption requests, do not constitute receipt by the Portfolio or Transfer Agent.
For more information about the Portfolio:
The Portfolios SAI includes additional information about the Portfolio and is incorporated by reference into this document. Additional information about the Portfolios investments is available or will be available, in the Portfolios most recent annual and semi-annual reports to shareholders. The Portfolios SAI is available, without charge, upon request. The Portfolios annual and semi-annual reports are available, or will be available, without charge, upon request. Shareholders in the Portfolio may make inquiries to the Portfolio to receive such information by calling (877) 521-4083 or the customer service center at the telephone number shown in the accompanying contract prospectus, if applicable. The Portfolios Prospectus and SAI are available, and the annual and semi-annual reports to shareholders are available, or will be available, free of charge, on the Portfolios website at www.ssga.com/cash.
Reports and other information about the Portfolio are available free of charge on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of this information also may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.
SSGA Funds Management, Inc.
ONE IRON STREET
BOSTON, MASSACHUSETTS 02210
The State Street Institutional Investment Trusts
Investment Company Act File Number is 811-09819. |
19
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, 2020 (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, interest, taxes, extraordinary expenses, acquired fund fees, 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, 2020 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 |
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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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. |
• | 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 0.27% |
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 | 0.42% | 0.42% | 0.22% | ||
Total Annual Fund Operating Expenses | 0.81% | 0.56% | 0.36% | ||
Less Fee Waivers and/or Expense Reimbursements 4 | (0.16)% | (0.16)% | (0.16)% | ||
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, 2020 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, 2020 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, 2020 (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, interest, taxes, extraordinary expenses, acquired fund fees other than the fees of the Portfolio, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $588 | $755 | $936 | $1,460 | |||
Class I | $ 41 | $163 | $297 | $ 686 | |||
Class K | $ 20 | $ 99 | $186 | $ 440 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class K | 5/29/2015 | |||||
Return Before Taxes | -9.25% | 0.70% | ||||
Return After Taxes on Distributions | -10.76% | -0.36% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -4.46% | 0.47% | ||||
MSCI EAFE 100% Hedged to USD Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -8.96% | 1.18% |
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 |
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, 2020 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, 2020 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, 2020 (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, interest, taxes, extraordinary expenses, acquired fund fees, 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, 2020 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. 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: State Street Dynamic Small Cap Fund (SVSCX), State Street Defensive Emerging Markets Equity Fund (SSEMX), State Street International Stock Selection Fund (SSAIX) and State Street 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. |
State
Street Hedged International Developed Equity Index Fund
Class K |
|||||||
Year
Ended
12/31/18 |
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
|
$ 10.40 | $ 9.18 | $ 9.00 | $ 10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(b)
|
0.29 | 0.27 | 0.24 | 0.09 | |||
Net realized and unrealized gain
(loss)
|
(1.26) | 1.27 | 0.34 | (1.00) | |||
Total from investment operations
|
(0.97) | 1.54 | 0.58 | (0.91) | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.50) | — | (0.20) | (0.06) | |||
Net realized gains
|
(0.14) | (0.32) | (0.20) | (0.03) | |||
Total distributions
|
(0.64) | (0.32) | (0.40) | (0.09) | |||
Net asset value, end of period
|
$ 8.79 | $ 10.40 | $ 9.18 | $ 9.00 | |||
Total return
(c)
|
(9.25)% | 16.85% | 6.27% | (9.01)% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$2,922,844 | $2,894,400 | $2,113,394 | $958,544 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.36% | 0.35% | 0.34% | 0.38%(d) | |||
Net expenses
|
0.20% | 0.20% | 0.20% | 0.20%(d) | |||
Net investment income
(loss)
|
2.85% | 2.69% | 2.79% | 1.60%(d) | |||
Portfolio turnover rate
(e)
|
14% | 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 affiliated 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 0.75% | 0.75% | 0.75% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses 2 | 2.87% | 2.87% | 2.67% | ||
Total Annual Fund Operating Expenses | 3.87% | 3.62% | 3.42% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (2.67%) | (2.67%) | (2.67%) | ||
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, 2020 (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, interest, taxes, 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $1,411 | $2,198 | $4,246 | |||
Class I | $ 97 | $ 861 | $1,646 | $3,705 | |||
Class K | $ 77 | $ 801 | $1,548 | $3,523 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 2/18/2016 | |||||
Return Before Taxes | -6.27% | 8.04% | ||||
Return After Taxes on Distributions | -8.20% | 6.51% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -2.43% | 6.01% | ||||
MSCI World Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -8.71% | 9.33% |
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. 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. |
• | 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. |
1 | State Street Funds that offer Class N Shares include: State Street Dynamic Small Cap Fund (SVSCX), State Street Defensive Emerging Markets Equity Fund (SSEMX), State Street International Stock Selection Fund (SSAIX) and State Street S&P 500 Index Fund (SVSPX). |
• | 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 I | |||||
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 02/19/2016* - 12/31/16 |
|||
Net asset value, beginning of period
|
$12.48 | $10.65 | $10.00 | ||
Income (loss) from investment operations: | |||||
Net investment income (loss)
(a)
|
0.23 | 0.32 | 0.21 | ||
Net realized and unrealized gain
(loss)
|
(1.02) | 1.94 | 0.77 | ||
Total from investment operations
|
(0.79) | 2.26 | 0.98 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.50) | (0.39) | (0.31) | ||
Net realized gains
|
(0.48) | (0.04) | (0.02) | ||
Total distributions
|
(0.98) | (0.43) | (0.33) | ||
Net asset value, end of period
|
$ 10.71 | $ 12.48 | $ 10.65 | ||
Total return
(b)
|
(6.27)% | 21.26% | 9.85% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$2,001 | $4,953 | $3,194 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
3.43% | 4.48% | 5.37%(c) | ||
Net expenses
|
0.76% | 0.76% | 0.75%(c) | ||
Net investment income
(loss)
|
1.80% | 2.72% | 2.26%(c) | ||
Portfolio turnover rate
(d)
|
64% | 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 the Fund. Total return for periods 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. |
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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 | 7.03% | 7.03% | 6.83% | ||
Total Annual Fund Operating Expenses | 8.03% | 7.78% | 7.58% | ||
Less Fee Waivers and/or Expense Reimbursements 3 | (6.83%) | (6.83%) | (6.83%) | ||
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, 2020 (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, interest, taxes, extraordinary expenses, acquired fund fees, 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, 2020 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $2,173 | $3,613 | $6,850 | |||
Class I | $ 97 | $1,671 | $3,159 | $6,532 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $77 | $1,617 | $3,078 | $6,414 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class K | 7/13/2016 | |||||
Return Before Taxes | -19.32% | 6.04% | ||||
Return After Taxes on Distributions | -23.90% | 1.38% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | -9.40% | 3.47% | ||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | -14.20% | 2.47% |
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 |
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. 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). |
1 | State Street Funds that offer Class N Shares include: State Street Dynamic Small Cap Fund (SVSCX), State Street Defensive Emerging Markets Equity Fund (SSEMX), State Street International Stock Selection Fund (SSAIX) and State Street 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 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 12/31/18 |
Year
Ended 12/31/17 |
For
the
Period 7/14/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 12.56 | $11.25 | $10.00 | ||
Income (loss) from investment operations: | |||||
Net investment income (loss)
(a)
|
0.21 | 0.24 | 0.02 | ||
Net realized and unrealized gain
(loss)
|
(2.66) | 2.56 | 1.44 | ||
Total from investment operations
|
(2.45) | 2.80 | 1.46 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.22) | (0.24) | (0.02) | ||
Net realized gains
|
(1.81) | (1.25) | (0.19) | ||
Total distributions
|
(2.03) | (1.49) | (0.21) | ||
Net asset value, end of period
|
$ 8.08 | $ 12.56 | $ 11.25 | ||
Total return
(b)
|
(19.32)% | 25.03% | 14.57% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$ 1,617 | $2,512 | $2,250 | ||
Ratios to average net assets: | |||||
Total expenses
|
7.58% | 7.26% | 7.76%(c) | ||
Net expenses
|
0.75% | 0.75% | 0.75%(c) | ||
Net investment income
(loss)
|
1.76% | 1.86% | 0.44%(c) | ||
Portfolio turnover rate
|
63% | 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. |
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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 |
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 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Trust Class | 1.69% | 1.05% | 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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 8/29/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 0.9999 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0193 | 0.0099 | 0.0015 | ||
Net realized and unrealized gain
(loss)
|
0.0001 | (0.0001) | 0.0000(b) | ||
Total from investment operations
|
0.0194 | 0.0098 | 0.0015 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0193) | (0.0099) | (0.0015) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0193) | (0.0099) | (0.0015) | ||
Net asset value, end of period
|
$ 1.0000 | $ 0.9999 | $ 1.0000 | ||
Total return
(c)
|
1.96% | 0.99% | 0.15% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$704,123 | $764,391 | $1,211,202 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.18% | 0.18% | 0.19%(d) | ||
Net expenses
|
0.18% | 0.18% | 0.19%(d) | ||
Net investment income
(loss)
|
1.91% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 8/29/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0168 | 0.0071 | 0.0007 | ||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | ||
Total from investment operations
|
0.0168 | 0.0071 | 0.0007 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0168) | (0.0071) | (0.0007) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0168) | (0.0071) | (0.0007) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.69% | 0.71% | 0.07% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$4,481,410 | $6,903,267 | $7,962,822 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.18% | 0.18% | 0.18%(d) | ||
Net expenses
|
0.18% | 0.18% | 0.18%(d) | ||
Net investment income
(loss)
|
1.64% | 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 affiliated 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by U.S. government securities. |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Premier Class | 1.76% | 0.56% | 0.32% | 10/25/2007 |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by 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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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. |
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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by U.S. government securities. |
One
Year |
Since
Inception
|
Inception
Date |
||||
Administration Class | 1.51% | 0.42% | 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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by 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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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 219737 Kansas City, MO 64121-9737 |
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
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 8/23/16* - 12/31/16 |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0150 | 0.0054 | 0.0001 | ||
Net realized gain
(loss)
|
— | 0.0000(b) | (0.0000)(b) | ||
Total from investment operations
|
0.0150 | 0.0054 | 0.0001 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0150) | (0.0054) | (0.0001) | ||
Net realized gains
|
— | (0.0000)(b) | — | ||
Total distributions
|
(0.0150) | (0.0054) | (0.0001) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
1.51% | 0.54% | 0.01% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$1,686,105 | $1,909,670 | $3,423,655 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.37% | 0.37% | 0.37%(d) | ||
Net investment income
(loss)
|
1.47% | 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 affiliated 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by U.S. government securities. |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Investment Class | 1.40% | 0.37% | 0.19% | 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 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Investment Class | 1.40% | 0.36% | 0.18% | 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, and the Federal Farm Credit Banks Funding Corporation, which are not backed by the full faith and credit of the United States; and |
• | Repurchase agreements collateralized by 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 State Street Global Advisors 430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 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. |
By Mail: |
Send
a signed letter to:
Neuberger Berman Funds c/o State Street Bank & Trust Co. 430 West 7th Street Suite 219189 Kansas City, MO 64105-1407 |
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 Telephone: | Please call Neuberger Berman at (800) 877-9700 between the hours of 8:00 a.m. and 6:00 p.m. ET. |
You
must provide the following information:
➣ name(s) of account owners; ➣ account number(s); ➣ the name of the Fund; ➣ the dollar amount, percentage or number of shares being redeemed; and ➣ any other instructions. To place an order using FUNDfone», call (800) 335-9366. |
|
By Internet: | You may instruct Neuberger Berman to redeem shares by placing an order online at www.nb.com. |
• | 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0140 | 0.0044 | 0.0000(b) | 0.0000(b)(c) | (0.0000)(b)(c) | ||||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | — | — | ||||
Total from investment operations
|
0.0140 | 0.0044 | 0.0000(b) | 0.0000(b) | (0.0000)(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0140) | (0.0044) | (0.0000)(b) | — | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0140) | (0.0044) | (0.0000)(b) | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.40% | 0.44% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$380,085 | $432,488 | $903,050 | $971,551 | $615,706 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.47% | 0.47% | 0.37% | 0.10% | 0.07% | ||||
Net investment income
(loss)
|
1.42% | 0.40% | 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 affiliated 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
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
Year
Ended
12/31/14 |
|||||
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)
|
0.0139 | 0.0042 | 0.0000(b) | 0.0000(b)(c) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
— | 0.0000(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0139 | 0.0042 | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0139) | (0.0042) | (0.0000)(b) | — | — | ||||
Net realized gains
|
— | (0.0000)(b) | — | — | — | ||||
Total distributions
|
(0.0139) | (0.0042) | (0.0000)(b) | — | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.40% | 0.42% | 0.00%(e) | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 69,812 | $ 19,242 | $ 48,170 | $60,041 | $74,781 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.49% | 0.49% | 0.48% | ||||
Net expenses
|
0.47% | 0.47% | 0.31% | 0.06% | 0.05% | ||||
Net investment income
(loss)
|
1.54% | 0.36% | 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 affiliated 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%. |
00228673 | 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 | 0.08% |
Total Annual Fund Operating Expenses | 0.13% |
Less Fee Waivers and/or Expense Reimbursements 1 | (0.03%) |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.10% |
1 | 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 to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, 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 | 5 years | 10 years | |||
$10 | $39 | $70 | $163 |
One
Year |
Since
Inception
|
Inception
Date |
||||
State Street Treasury Obligations Money Market Fund | 1.79% | 1.64% | 10/5/2017 |
To establish an account | $1,000,000,000 |
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 219737 Kansas City, MO 64121‐9737 |
By Overnight: |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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. |
Year
Ended 12/31/18(a) |
For
the
Period 10/5/17* - 12/31/17(a) |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0178 | 0.0025 | |
Total from investment operations
|
0.0178 | 0.0025 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0178) | (0.0025) | |
Total distributions
|
(0.0178) | (0.0025) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(b)
|
1.79% | 0.25% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$3,620,569 | $2,926,362 | |
Ratios to average net assets: | |||
Total expenses
|
0.13% | 0.16%(c) | |
Net expenses
|
0.08% | 0.08%(c) | |
Net investment income
(loss)
|
1.77% | 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 affiliated 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 | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7 th Street Suite 219737 Kansas City, MO 64105-1407 |
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, 2019
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 ULTRA SHORT TERM BOND FUND
Institutional Class (SSTUX)
Investment Class (SSUTX)
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2019 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, 2018, 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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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 (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 |
|
State Street Cash Reserves Portfolio |
|
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 Defensive Global Equity Fund; |
The Trust includes the following non-diversified series:
|
State Street International Value Spotlight Fund; |
|
State Street China Equity Select Fund |
The ILR Fund, Treasury Fund, Treasury Plus 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 and the Ultra Short Bond Fund may be referred to in context as the Fund as appropriate.
3
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* | |
Ultra Short Bond Fund | Ultra Short Bond Portfolio |
* |
This Portfolio is in the State Street Master Funds. |
The Money Market 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.
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 cash or 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.
4
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 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
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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.
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 Money Market Portfolios may invest in ECDs, ETDs and YCDs. ECDs and ETDs are U.S. dollar denominated certificates of deposit and time deposits, respectively, 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.
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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.
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):
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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). |
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Under Rule 2a-7, illiquid security means a security that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the seller.
The Ultra Short Bond Portfolio (and its corresponding Fund) will not acquire any illiquid investment if, immediately after the acquisition, the Portfolio/Fund would have invested more than 15% of its net assets in illiquid investments that are assets. For purposes of this restriction, an illiquid investment is any investment that the Portfolio/Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
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.
Investment-Grade Bonds
The Money Market 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 by Moodys or BBB- 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.
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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 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 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.
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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.
Municipal Leases
The Portfolios 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
In addition to the mortgage related securities discussed above, 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.
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Purchase of Other Investment Company Shares
Each Portfolio 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, or as long-term investments.
Repurchase Agreements
Each Portfolio, except for the Treasury Portfolio, may enter into repurchase agreements with banks, other financial institutions, such as broker-dealers, and other institutional counterparties. 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. 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 may enter into reverse repurchase agreements, which are a form of borrowing. 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 U.S. Government Portfolio and 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).
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.
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, 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.
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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 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 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 generally 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 and the U.S. Government 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.
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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 widely recognized market rates, which are typically set once a day. 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.
Many financial instruments use or may use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on a Fund or the financial instruments in which a Fund invests cannot yet be determined. The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.
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 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 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.
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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.
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 the Ultra Short Bond Fund:
6. |
The 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.
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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.
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.
For the Ultra Short Bond Fund: Disclosure of the complete holdings of the 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 monthly holdings report on Form N-PORT, with every third month made available to the public by the SEC 60 days after the end of the Portfolios fiscal quarter. You can find SEC filings on the SECs website, www.sec.gov. The 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 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(h)(10) under the 1940 Act and remain posted on the website for not less than six months. Each Fund is also required to file with the SEC its complete portfolio holdings in monthly reports on Form N-MFP, available on the SECs website at www.sec.gov.
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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. Ross and Taber, the Trustees listed below are also Trustees of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., 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 022101 YOB: 1944 |
Trustee and Co-Chairperson of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). |
71 | 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-Chairperson 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 2009-2019, Independent Director, SSGA Qualified Funds PLC. | 71 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). | |||||
John R. Costantino c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co- Chairperson of the Qualified Legal Compliance Committee |
Term: Indefinite Elected: 12/18 | Managing General Partner, NGN Capital LLC (2006 present); and Managing Director, Vice President of Walden Capital Management (1996 present). | 71 |
Director of Kleinfeld Bridal Corp. (March 2016 present); Trustee of Neuroscience Research Institute (1986 present); Trustee of Fordham University (1989 1995 and 2001 2007) and Trustee Emeritus (2007 present); Trustee of GE Funds (1993 February 2011); Director of Artes Medical (2006 2008); and Trustee of Gregorian University Foundation (1992 2007). |
|||||
Donna M. Rapaccioli c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1962 |
Trustee and Co-Chairperson of the Audit Committee |
Term: Indefinite Elected: 12/18 | Dean of the Gabelli School of Business (2007 present) and Accounting Professor (1987 present) at Fordham University. | 71 | Trustee of Emmanuel College (2010 present); Director- Graduate Management Admissions Council (2015 present); |
17
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). | 71 | 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- Chairperson of the Audit Committee, Co-Chairperson of the Nominating Committee and Co-Chairperson 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). |
71 |
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). | 53 | ||||||
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 Elected: 12/18 |
Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 2009); Trustee, Randolph-Macon College (2004 2016). | 71 |
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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 TRUSTEES (1) | ||||||||||
Ellen M. Needham (2) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
Trustee and President | Term: Indefinite Elected: 12/18 | 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).* | 71 | ||||||
James E. Ross (3) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Trustee |
Term: Indefinite Appointed: 2/07 Elected: 12/18 |
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). |
189 | 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) |
The individuals listed below are Trustees who are interested persons, as defined in the 1940 Act, of the Trusts (Interested Trustees). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
(3) |
Mr. Ross is an Interested Trustee because of his employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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, Trustee | 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). |
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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 |
|||
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 State Street Global Advisors Funds Management, Inc. (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). |
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. (June 2013 Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (September 2010 May 2013). |
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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 |
|||
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 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 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). |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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 48 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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Mr. Holland serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Costantino has over 30 years of private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years. Mr. Costantino is an attorney and a certified public accountant. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Ellen M. Needham: Ms. Needham is a Senior Managing Director of State Street Global Advisors; Head of Global Funds Management, and President of SSGA Funds Management, Inc. She serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, Ms. Needham is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. She has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989. Ms. Needham serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
22
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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Ms. Spence serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Donna M. Rapaccioli: Ms. Rapaccioli has over 30 years of service as a full-time member of the business faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the executive MBA level. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, lectured on accounting and finance topics and consulted for numerous investment banks. Ms. Rapaccioli serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
James E. Ross: Mr. Ross is an experienced business executive with over 29 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 serves as a Trustee of the Navigator Trust, SSGA Funds, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc., 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.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 42 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 50 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Shirk serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 45 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. Mr. Taber also serves as a Trustee of the Navigator Trust.
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 42 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 23 years and possesses significant experience regarding the Trusts operations and history. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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, Nominating Committee and Qualified Legal Compliance Committee.
23
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, 2018, the Audit Committee held four meetings.
Each of the Governance Committee and the Nominating Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee and the Nominating Committee, are 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, 2018, the Governance Committee held one meeting and Nominating 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, 2018, the Valuation Committee held four meetings.
The Qualified Legal 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, 2018, 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, Ms. Rapaccioli and Ms. Spence 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, Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Nominating Committee.
Ms. Needham and Mr. Ross, who are employees of the Adviser, serve as Trustees of the Trust and Ms. Needham 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 Ms. Rapaccioli and Ms. Spence 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.
24
Trustee Ownership of Securities of the Trust, Adviser and Distributor
As of December 31, 2018, 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, 2018.
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 |
|||||
Name of Independent Trustee |
||||||
Michael F. Holland |
None | None | ||||
John R Costantino (1) |
None | None | ||||
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 | ||||
Donna M. Rapaccioli (1) |
None | None | ||||
Michael A. Jessee |
None | None | ||||
Name of Interested Trustees |
||||||
James E. Ross |
None | Over $100,000 | ||||
Ellen M. Needham (1) |
None | None |
(1) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
Trustee Compensation
As of January 1, 2019, 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, the Navigator Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. a $195,000 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-Chairpersons receive an additional $50,000 annual retainer. The annual base retainer paid to Mr. Taber is $164,000 in light of the fact that Mr. Taber does not serve as a member of the Board of Trustees of the Elfun Funds, and the Board of Directors of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. 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 are 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, 2018:
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 |
||||||||||||||||
Michael F. Holland |
$ | 109,882 | $ | 0 | $ | 0 | $ | 330,500 | ||||||||
William L. Marshall (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Patrick J. Riley |
$ | 110,816 | $ | 0 | $ | 0 | $ | 337,500 | ||||||||
Richard D. Shirk |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Rina K. Spence |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Bruce D. Taber |
$ | 87,202 | $ | 0 | $ | 0 | $ | 281,500 | ||||||||
Douglas T. Williams (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Michael A. Jessee |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 |
25
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 |
|||||||||||||
John R. Costantino (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||
Donna M. Rapaccioli (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 160,000 | ||||||||
NAME OF INTERESTED TRUSTEES |
||||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
(1) |
Messrs. Marshall and Williams retired as Trustees effective as of the close of business on December 18, 2018. |
(2) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
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 18, 2019, 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.
As of April 18, 2019, 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 |
67.22 | % | ||
Mass Abrop & Co State Treasurer & Receiver General Abandoned Property Division 1 Ashburton Place Boston MA 02108-1518 |
32.78 | % | ||
State Street Institutional Liquid Reserves Fund Trust Class |
||||
GFAS Control Acct Mt01 State Street Bank PO Box 1992 Quincy MA 02171 |
75.50 | % | ||
State Street Institutional Liquid Reserves Fund Premier Class |
26
Name and Address |
Percentage | |||
State Street Bank And Trust FBO Cash Sweep Clients Attn : Cash Sweep Sup Rick Letham 1200 Crown Colony DR CC13 Quincy MA 02169-0938 |
70.90 | % | ||
State Street Institutional Liquid Reserves Fund Institutional Class |
||||
Citi Bank, NA As Agent for Client A 388 Greenwich St FL 4th New York NY 10013-2375 |
47.45 | % | ||
University Hospitals Health System INC Retirement Plan, 3605 Warrensville Center RD Beachwood OH 44122-9100 |
29.11 | % | ||
State Street Institutional Liquid Reserves Fund Investor Class |
||||
State Street Bank & Trust FBO Cash Sweeps Clients Attn: Cash sweep SUP 1200 Crown Colony DR CC13 Quincy MA 02169-0938 |
82.67 | % | ||
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 |
71.44 | % | ||
State Street Institutional Treasury Plus Money Market Fund Trust Class |
||||
GFAS Control Acct MT01 State Street Bank PO Box 1992 Quincy MA 02171 |
91.91 | % | ||
State Street Institutional Treasury Plus Money Market Fund Institutional Class |
||||
Hare & Co 2 Attn: STIF 111 Sanders Creek PKWY East Syracuse NY 13057-1382 |
99.96 | % |
27
Name and Address |
Percentage | |||
State Street Institutional Treasury Plus Money Market Fund Administration Class |
||||
SSGA Pvt Funds Attn : Fund Services Team 1 Lincoln St Boston MA 02111-2901 |
100.00 | % | ||
State Street Institutional Treasury Plus Money Market Fund Investment Class |
||||
Saturn & Co C/O State Street Bank & Trust Attn: FCG 124 200 Clarendon |
78.33 | % | ||
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 |
66.07 | % | ||
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 Treasury Money Market Fund Administration Class |
||||
SSGA Private Funds LLC |
||||
Attn Fund Services Team 1 Lincoln St |
||||
Boston MA 02111-2901 |
100.00 | % | ||
State Street Institutional Treasury Money Market Fund Institutional Class |
||||
SSGA Private Funds LLC |
||||
Attn Fund Services Team 1 Lincoln St |
||||
Boston MA 02111-2901 |
100.00 | % |
28
Name and Address |
Percentage | |||
State Street Institutional U.S. Government Money Market Fund- Institutional Class |
||||
Citi Bank Na As Agent For Various |
||||
388 Greenwich St FI 4th New York NY 10013-2375 |
25.41 | % | ||
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 |
68.09 | % | ||
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 |
48.83 | % | ||
State Street Bank And Trust FBO Cash Sweep Clients |
||||
Attn : Cash Sweep Sup Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
32.49 | % | ||
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 |
79.88 | % | ||
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 |
61.05 | % | ||
State Street Institutional U.S. Government Money Market Fund Class G |
||||
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 | % | ||
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 |
99.08 | % |
29
As of April 18, 2019, 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 |
9.71 | % | ||
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 |
10.41 | % | ||
State Street Institutional U.S. Government Money Market Fund Institutional Class |
||||
TD Prime Services LLC |
||||
31 W 52ND ST FL 9TH1 |
||||
New York NY 10019-6118 |
6.37 | % | ||
State Street Institutional Liquid Reserves Fund Administration Class |
||||
Swathnore College 9804 PO BOX 1992 |
||||
Boston MA 02130 |
23.18 | % | ||
Phoebe Putney Health System IVZ1 471 Third Ave PO BOX 1828 Alnabgya 31702-1828 |
7.52 | % | ||
TVLB 845 VG4N 801 Pennsylvania Ave Kansas City MO 64105-1307 |
12.41 | % | ||
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 |
24.49 | % | ||
State Street Institutional Liquid Reserves Fund Institutional Class |
||||
University Hospitals Health System INC Retirement Plan, 3605 Warrensville Center RD Beachwood OH 44122-9100 |
15.03 | % | ||
University Hospitals Health System, Inc 3605 Warrensville Center RD Beachwood OH 44122-9100 |
8.35 | % | ||
State Street Institutional Liquid Reserves Fund Premier Class |
||||
Hare & Co Attn : 111 Sanders Creek PKWY East Syracuse NY 13057-1382 |
5.35 | % | ||
State Street Institutional Liquid Reserves Fund - Investor State Street Global Advisors Funds Distributors LLC Attn Editha Tenorio 1 Lincoln St # SFC-13 Boston MA 02111-2901 |
17.33 | % |
30
State Street Institutional U.S. Government Money Market Fund Investor Class |
||||
Hare & Co |
|
|||
Attn : 111 Sanders Creek PKWY East Syracuse NY 13057-1382 |
18.68 | % | ||
State Street Institutional U.S. Government Money Market Fund Administration Class |
||||
Black And Gold Fund Ltd Sovd 1776 Heritage DR Quincy MA 02171-2119 |
5.12 | % | ||
State Street Institutional Treasury Plus Money Market Fund Trust Class |
||||
Saturn & Co C/O State Street Bank & Trust 1200 Crown Colony DCC10312 |
||||
Quincy MA 02169-0938 |
6.61 | % | ||
State Street Institutional Treasury Plus Money Market Fund Premier Class |
||||
Bristol Myers Squibb Compnay |
||||
Attn Bms Corp Treasury Will Chao 100 Nassau Park Blvd Princeton NJ 08540-5997 |
|
9.01
|
%
|
|
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 |
21.67 | % | ||
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 |
11.58 | % |
31
As of April 18, 2019, 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 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).
32
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.
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 | % |
Ultra Short Bond Fund: The 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 Portfolio pays no investment advisory fees to SSGA FM. For the services provided under the Advisory Agreement, the Fund pays the Adviser a fee at an annual rate set forth below of the Funds average daily net assets.
Fund |
Fee Rate | |||
Ultra Short Bond Fund |
0.25 | % |
The advisory fees paid by the 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, 2018.
Total Annual Fund Operating Expense Waivers . The Adviser has contractually agreed with the Trust (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 (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 | % | 4/30/2020 | |||||
U.S. Government Fund |
0.07 | % | 4/30/2020 | |||||
Treasury Plus Fund |
0.07 | % | 4/30/2020 | |||||
Treasury Obligations Fund |
0.10 | % | 4/30/2021 | |||||
Ultra Short Bond Fund |
0.30 | % | 4/30/2020 |
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. |
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.
33
Amount Voluntarily Waived
for the Fiscal Year Ended December 31, 2018 |
Aggregate Amount Waived
Since October 1, 2012 |
Amount Potentially
Recoverable by the Adviser |
||||||||||
ILR Fund |
$ | 0 | $ | 5,908,845 | $ | 0 | ||||||
U.S. Government Fund |
$ | 0 | $ | 18,374,436 | $ | 0 | ||||||
Treasury Fund |
$ | 0 | $ | 41,812,346 | $ | 0 | ||||||
Treasury Plus Fund |
$ | 0 | $ | 6,580,096 | $ | 0 |
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 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, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 17,771,169 | $ | 4,878,264 | $ | 6,048,744 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 12,564,109 | $ | 21,975,985 | $ | 22,874,871 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 6,006,871 | $ | 6,569,201 | $ | 5,481,415 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 2,184,065 | $ | 5,128,505 | $ | 5,321,372 | ||||||
State Street Treasury Obligations Money Market Fund (1) |
$ | | $ | 207,692 | $ | 1,643,013 |
(1) |
Commencement of Operations August 21, 2017. |
The administration fees paid by the Ultra Short Bond 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, 2018.
Sub-Administrator, Custody and Fund Accounting
State Street serves as the sub-administrator for the Trust, pursuant to a sub-administration agreement dated June 1, 2015 (the Sub-Administration Agreement). State Street serves as the custodian for the Trust, pursuant to a custody agreement dated April 11, 2012 (the Custody Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust. Under the Custody Agreement, State Street is obligated to provide certain custody services to the Trust, as well as basic portfolio recordkeeping required by the Trust for regulatory and financial reporting purposes. 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 State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111-2900.
As consideration for sub-administration services, State Street receives an annual fee from the Adviser (payable monthly). As consideration for custody and fund accounting services, each Fund pays State Street an annual fee (payable monthly) based on the average monthly net assets of each Fund. Each Fund also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses.
34
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, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 44,741 | $ | 52,159 | $ | 98,370 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 46,728 | $ | 56,329 | $ | 424,858 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 45,988 | $ | 51,319 | $ | 37,349 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 46,029 | $ | 52,986 | $ | 408,857 | ||||||
State Street Treasury Obligations Money Market Fund (1) |
$ | | $ | 16,554 | $ | 142,823 |
(1) |
Commencement of Operations August 21, 2017. |
The sub-administration and custodian fees paid by the Ultra Short Bond 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, 2018.
Transfer Agent and Dividend Paying Agent
DST Asset Manager Solutions, Inc. serves as the Transfer and Dividend Paying Agent. 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.
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, 2016 |
Fiscal year ended
December 31, 2017 |
Fiscal year ended
December 31, 2018 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 2,358,605 | $ | 217,476 | $ | 344,152 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 4,134,856 | $ | 140,703 | $ | 117,997 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 1,725,623 | $ | 41,588 | $ | 34,662 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 1,671,425 | $ | 56,634 | $ | 40,679 | ||||||
State Street Treasury Obligations Money Market Fund (1) |
$ | | $ | 15,000 | $ | 144 |
(1) |
Commencement of Operations August 21, 2017. |
The transfer agency fees paid by the Ultra Short Bond Fund to DST for the last three fiscal years have been omitted because the Fund had not commenced investment operations as of December 31, 2018.
Codes of Ethics
The Trust, the Adviser and SSGA FD have each adopted a code of ethics (together, the Codes of Ethics) pursuant to Rule 17j-1 under the 1940 Act 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.
35
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.
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 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, 2018 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. |
For the fiscal year ended December 31, 2018, the total Rule 12b-1 fees paid to SSGA FD and Intermediaries are reflected in the chart below:
Fund |
SSGA FD
Fiscal Year Ended December 31, 2018 1 |
Intermediaries Fiscal Year Ended December 31, 2018 2 |
||||||
ILR Fund: |
||||||||
Investment Class |
$ | 1,052 | $ | 1,047 | ||||
Administration Class |
$ | 484,000 | $ | 492,097 | ||||
U.S. Government Fund: |
||||||||
Investment Class |
$ | 468,754 | $ | 425,352 | ||||
Administration Class |
$ | 983,058 | $ | 983,941 |
36
Fund |
SSGA FD
Fiscal Year Ended December 31, 2018 1 |
Intermediaries Fiscal Year Ended December 31, 2018 2 |
||||||
Treasury Fund: |
||||||||
Investment Class |
$ | 340,667 | $ | 340,653 | ||||
Administration Class |
$ | 11 | | |||||
Treasury Plus Fund: |
||||||||
Investment Class |
$ | 34,706 | $ | 24,721 | ||||
Administration Class |
$ | 11 | |
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 intermediaries out of payments it receives from the Funds under the Rule 12b-1 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.
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.
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:
Premier Class |
None | |||
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 | % |
37
The total shareholder servicing fees paid to SSGA FD pursuant to the Shareholder Servicing Agreement 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, 2016 1 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 1,990,234 | $ | 2,558,171 | $ | 2,381,664 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 2,070,091 | $ | 7,556,858 | $ | 6,131,521 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 1,666,257 | $ | 1,266,547 | $ | 943,755 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 1,616,463 | $ | 4,205,817 | $ | 3,188,124 |
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.
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.
If you invest through a Financial Intermediary and meet the eligibility criteria for more than one share class, you should discuss with your Financial Intermediary which share class is appropriate for you. Your financial adviser and the Financial Intermediary employing him or her may have an incentive to recommend one share class over another, when you are eligible to invest in more than one share class. Please speak with your financial adviser to learn more about the total amounts paid to your financial adviser and his or her firm by the Fund or its affiliates with respect to the different share classes offered by the Fund.
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.
38
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, 2018, the Funds have been informed by SSGA FD that the following expenditures were made using the amounts each Fund paid under its 12b-1 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 |
$ | 13 | $ | 3,244 | $ | 493,143 | $ | 58,290 | | $ | 64,546 | |||||||||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 25 | $ | 12,783 | $ | 1,409,293 | $ | 212,127 | | $ | 221,327 | |||||||||||||
State Street Institutional Treasury Money Market Fund |
| $ | 1,424 | $ | 340,653 | $ | 21,375 | | $ | 20,658 | ||||||||||||||
State Street Institutional Treasury Plus Money Market Fund |
| $ | 1,384 | $ | 24,721 | $ | 20,549 | | $ | 20,035 |
* |
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 Ultra Short Bond Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2018. |
Set forth below is a list of those financial intermediaries as of May 1, 2019 in which SSGA FD (and its affiliates) as entered into an agreement could pay compensation in the manner described in this Payments to Financial Intermediaries section.
Ariel Distributors, Inc. Ascensus Inc. AXA Advisors, LLC Citibank, NA Computershare Trust Company, NA GWFS Equities Inc. John Hancock Trust Company JP Morgan Chase Bank, N.A. LaSalle Street Securities Mid Atlantic Capital Corp. Morgan Stanley Smith Barney LLC MSCS Financial Services LLC Oppenheimer & Co. Inc. Pershing LLC Raymond James & Associates, Inc. SEI Private Trust Company State Street Bank & Trust Company - Wealth Manager Services State Street Bank & Trust Company - State Street Global Markets State Street Bank and Trust Company State Street Capital Markets, LLC TD Ameritrade Trust Company TD Prime Services, LLC The Bank of New York Mellon Corp Valic Financial Advisors, Inc. Voya Retirement Insurance and Annuity Company Wells Fargo Bank, N.A. Wells Fargo Clearing Services, LLC |
39
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 2018 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 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, 2018:
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) |
|||||||||||||||||||||
Todd Bean |
13 | $ | 89.82 | 18 | $ | 82.09 | 67 | $ | 86.61 | $ | 258.52 | |||||||||||||||||
Sean Lussier |
13 | $ | 89.82 | 18 | $ | 82.09 | 67 | $ | 86.61 | $ | 258.52 | |||||||||||||||||
Thomas Connelley |
13 | $ | 89.82 | 18 | $ | 82.90 | 67 | $ | 86.61 | $ | 258.52 |
* |
There are no performance-based fees associated with these accounts. |
The portfolio managers do not beneficially own any shares of any Fund as of December 31, 2018.
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 managers 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 a fund maintained its position in that security.
A potential conflict may arise when the portfolio managers are 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 participate 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
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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 provide 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 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:
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Promoting employee ownership to connect employees directly to the companys success. |
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Using rewards to reinforce mission, vision, values and business strategy. |
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Seeking to recognize and preserve the firms unique culture and team orientation. |
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Providing all employees the opportunity to share in the success of SSGA. |
BROKERAGE ALLOCATION AND OTHER PRACTICES
All portfolio transactions are placed on behalf of a Fund by the Adviser. Purchases and sales of securities on a securities exchange are affected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (e.g., fixed income securities) because the Funds pay a spread which is included in the cost of the security and represents the difference between the dealers quoted price at which it is willing to sell the security and the dealers quoted price at which it is willing to buy the security. When a Fund executes an over the counter order with an electronic communications network or an alternative trading system, a commission is charged because electronic communications networks and alternative trading systems execute such orders on an agency basis. Securities may be purchased from underwriters at prices that include underwriting fees.
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In placing a portfolio transaction, the Adviser seeks to achieve best execution. The Advisers duty to seek best execution requires the Adviser to take reasonable steps to obtain for the client as favorable an overall result as possible for Fund portfolio transactions under the circumstances, taking into account various factors that are relevant to the particular transaction.
The Adviser refers to and selects from the list of approved trading counterparties maintained by the Advisers Credit Risk Management team. In selecting a trading counterparty for a particular trade, the Adviser seeks to weigh relevant factors including, but not limited to the following:
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Prompt and reliable execution; |
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The competitiveness of commission rates and spreads, if applicable; |
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The financial strength, stability and/or reputation of the trading counterparty; |
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The willingness and ability of the executing trading counterparty to execute transactions (and commit capital) of size in liquid and illiquid markets without disrupting the market for the security; |
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Local laws, regulations or restrictions; |
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The ability of the trading counterparty to maintain confidentiality; |
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The availability and capability of execution venues, including electronic communications networks for trading and execution management systems made available to Adviser; |
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Market share; |
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Liquidity; |
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Price; |
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Execution related costs; |
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History of execution of orders; |
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Likelihood of execution and settlement; |
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Order size and nature; |
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Clearing and settlement capabilities, especially in high volatility market environments; |
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Availability of lendable securities; |
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Sophistication of the trading counterpartys trading capabilities and infrastructure/facilities; |
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The operational efficiency with which transactions are processed and cleared, taking into account the order size and complexity; |
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Speed and responsiveness to the Adviser; |
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Access to secondary markets; |
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Counterparty exposure; and |
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Any other consideration the Adviser believes is relevant to the execution of the order. |
In selecting a trading counterparty, the price of the transaction and costs related to the execution of the transaction typically merit a high relative importance, depending on the circumstances. The Adviser does not necessarily select a trading counterparty based upon price and costs but may take other relevant factors into account if it believes that these are important in taking reasonable steps to obtain the best possible result for a Fund under the circumstances. Consequently, the Adviser may cause a client to pay a trading counterparty more than another trading counterparty might have charged for the same transaction in recognition of the value and quality of the brokerage services provided. The following matters may influence the relative importance that the Adviser places upon the relevant factors:
(i) The nature and characteristics of the order or transaction. For example, size of order, market impact of order, limits, or other instructions relating to the order;
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(ii) The characteristics of the financial instrument(s) or other assets which are the subject of that order. For example, whether the order pertains to an equity, fixed income, derivative or convertible instrument;
(iii) The characteristics of the execution venues to which that order can be directed, if relevant. For example, availability and capabilities of electronic trading systems;
(iv) Whether the transaction is a delivery versus payment or over the counter transaction. The creditworthiness of the trading counterparty, the amount of existing exposure to a trading counterparty and trading counterparty settlement capabilities may be given a higher relative importance in the case of over the counter transactions; and
(v) Any other circumstances relevant the Adviser believes is relevant at the time.
The process by which trading counterparties are selected to effect transactions is designed to exclude consideration of the sales efforts conducted by broker-dealers in relation to the funds advised by the Adviser.
The Adviser does not currently use the Funds assets in connection with third party soft dollar arrangements. While the Adviser does not currently use soft or commission dollars paid by the Funds for the purchase of third party research, the Adviser reserves the right to do so in the future.
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
43
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.
U.S. Government Fund, Treasury Fund, Treasury Plus Fund and Treasury Obligations 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.
Ultra Short Bond Fund
The 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 the 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. The 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.
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.
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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 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.
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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.
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.
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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.
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.
The Codes wash sale rule may also apply to certain redemptions and exchanges by non-U.S. shareholders. See Non-U.S. Shareholders below.
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.
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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 IRS and the Department of Treasury have announced their intent to issue proposed regulations providing that Section 451 does not apply to accrued market discount. If Section 451 were to apply to the accrual of market discount, each Fund would be required to include in income any market discount as it takes the same into account on its financial statements even if the Fund does not otherwise elect to accrue market discount currently for federal income tax purposes.
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 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
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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.
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.
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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).
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
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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 Code disallowing 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.
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.
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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 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.
54
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. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain Dividends a Portfolio pays. 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., 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.
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, 2018 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 6, 2019 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-19-065518) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (877) 521-4083.
55
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.
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; |
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
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC. (THE COMPANY) 1
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Board of Trustees/Directors of the Trust/Company (each series thereof, a Fund) have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trust/Companys investment portfolios.
1. Proxy Voting Policy
The policy of the Trust/Company is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust/Company to SSGA Funds Management, Inc., the Trust/Companys investment adviser (the Adviser), subject to the Trustees/Directors continuing oversight.
2. Fiduciary Duty
The right to vote proxies with respect to a portfolio security held by the Trust/Company is an asset of the Trust/Company. The Adviser acts as a fiduciary of the Trust/Company and must vote proxies in a manner consistent with the best interest of the Trust/Company and its shareholders.
3. Proxy Voting Procedures
A. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors 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/Directors after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors at the next regular meeting of the Board of Trustees/Directors after such override(s) occur.
1 |
Unless otherwise noted, the singular term Trust/Company 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, Elfun Trusts, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc. |
B-1
C. At least annually, the Adviser shall inform the Trustees/Director that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust/Company during the year. Also see Section 5 below.
4. Revocation of Authority to Vote
The delegation by the Trustees/Directors of the authority to vote proxies relating to portfolio securities of the Trust/Company may be revoked by the Trustees/Directors, 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/Company to the Trust/Company or its designated service provider in a timely manner and in a format acceptable to be filed in the Trust/Companys 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/Directors 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/Directors regarding the frequency and results of the sampling performed.
8. Disclosures
A. The Trust/Company 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/Company 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 Trust/Companys 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/Company 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/Company to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trust/Companys toll-free telephone number; through a specified Internet address, if applicable; and on the SECs website; and
B-2
2. A statement disclosing that information regarding how the Trust/Company 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 Trust/Companys 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/Company 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/Directors shall review this policy to determine its continued sufficiency as necessary from time to time.
B-3
APPENDIX C ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
March 2019
Global Proxy Voting and Engagement Principles
State Street Global Advisors, 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, State Street Global Advisors has discretionary proxy voting authority over most of its client accounts, and State Street Global Advisors 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 1 .
C-1
Global Proxy Voting and Engagement Principles
State Street Global Advisors maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the European Union, Japan, New Zealand, North America (Canada and the US), the UK and Ireland, and emerging markets. International markets not covered by our market-specific guidelines are reviewed and voted in a manner that is consistent with our Global Proxy Voting and Engagement Principles; however, State Street Global Advisors also endeavors to show sensitivity to local market practices when voting in these various markets.
State Street Global Advisors Approach to Proxy Voting and Issuer Engagement
At State Street Global Advisors, 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 rights. The underlying goal is to maximize shareholder value.
Our Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another. Similarly, 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 for shareholders to exercise their ownership rights. This comprehensive toolkit is 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. We maximize our voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the vast investment strategies and objectives across State Street Global Advisors, the fiduciary responsibilities of share ownership and voting for which State Street Global Advisors 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, for the companies held in our clients portfolios. We conduct issuer specific engagements with companies to discuss
our principles, including sustainability related risks. In addition we encourage issuers to find ways to increase the amount of direct communication board members have with shareholders. Direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns where appropriate.
In conducting our engagements, we also evaluate the various factors that influence the corporate governance framework of a country, including 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. We understand that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, we engage with issuers, regulators, or a combination of the two depending upon the market. We are also 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.
The State Street Global Advisors Asset Stewardship Team may collaborate with members of the Active Fundamental and various other investment teams to engage with companies on corporate governance issues and to address any specific concerns. This facilitates our comprehensive approach to information gathering as it relates to shareholder items that are to be voted upon at upcoming shareholder meetings. We also conduct issuer- specific engagements with companies covering various corporate governance and sustainability related topics outside of proxy season.
The Asset Stewardship Team employs a blend of quantitative and qualitative research, analysis, and data in order to support screens that 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 more broad industry-related trends. We also give 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, we believe issuer engagement can take many forms and be triggered by numerous circumstances. The following approaches represent how we define engagement methods:
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Global Proxy Voting and Engagement Principles
Active
We use 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.
We will actively seek direct dialogue with the board and management of companies that we have identified through our screening processes. Such engagements may lead to further monitoring to ensure that the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for us to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. We routinely discuss 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.
We have established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. In order to limit the subjectivity of effectiveness measurement, we actively seek issuer feedback and monitor the actions issuers take post-engagement in order to identify tangible changes. Thus 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 upon the relevant facts and circumstances. Engagements can last as briefly as a single meeting or span multiple years.
Depending upon 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 in-person meetings. We believe 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 us as requiring active engagement. An example of such a forum is a shareholder conference call.
Proxy Voting Procedure
Oversight
The 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 State Street Global Advisors 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 State Street Global Advisors 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 our proxy voting process, we retain Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. We utilize ISSs services in three ways: (1) as our proxy voting agent (providing State Street Global Advisors 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 Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis. 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 upon facts, circumstances consistency with our Principles and accompanying Guidelines.
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 State Street Global Advisors or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
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Global Proxy Voting and Engagement Principles
We vote in all markets where it is feasible; however, we 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. We are 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 our standalone Conflict Mitigation Guidelines.
Proxy Voting and Engagement Principles
Directors and Boards
The election of directors is one of the most important fiduciary duties we perform as a shareholder. We believe that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such we seek to vote director elections in a way that we 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. In order to achieve this fundamental principle, the role of the board 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 our engagement process, we routinely discuss the importance of these responsibilities with the boards of issuers.
We believe 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, we consider many factors. We believe independent directors are crucial to good corporate governance; they 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. We also believe the right mix of skills, independence, diversity, and qualifications among directors provides boards with the knowledge and direct experience to manage risks and operating structures that are often complex and industry-specific.
Accounting and Audit-Related Issues
We believe 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 that provides robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. We believe audit committees should have independent directors as members, and we 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 upon financial statements. It is important for the audit committee to appoint external auditors who are independent from management; we expect auditors to provide assurance of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, to grow, and to 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. When making such a decision we believe the company should disclose a comprehensive business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganization of 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, we consider the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, we use our discretion in order to maximize shareholder value.
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Global Proxy Voting and Engagement Principles
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer to make an offer, or to reduce the likelihood of a successful offer. We do not support proposals that reduce shareholders rights, entrench management, or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
We consider the boards responsibility to include identifying 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 our analysis of executive compensation; we believe 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, we consider factors such as adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also consider executive compensation practices when re-electing members of the remuneration committee.
We recognize that compensation policies and practices are unique from market to market; often there are 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
General/Routine
Although we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight and input into management decisions that may affect a companys value. We support 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 our fixed income stewardship program are:
Proxy Voting:
While matters that arise 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 |
| Approving spin-off/absorption proposals |
Given the nature of the items that arise for vote at bondholder meetings, we take a case-by-case approach to voting bondholder resolutions. Where necessary, we 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:
We recognize 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, we 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.
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Global Proxy Voting and Engagement Principles
Securities on Loan
For funds in which we act as trustee, we may recall securities in instances where we believe that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, we must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, we do not receive timely notice, and we are unable to recall the shares on or before the record date. Second, State Street Global Advisors may exercise its discretion and recall shares if it believes that the benefit of voting shares will outweigh the foregone lending income. This determination requires State Street Global Advisors, with the information available at the time, to form judgments about events or outcomes that are difficult
to quantify. Given our expertise and vast experience, 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 State Street Global Advisors relationship manager.
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These Global Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
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March 2019
2019 State Street Global Advisors Conflict Mitigation Guidelines
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, 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 1 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 State Street Global Advisors proxy voting and engagement activities.
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2019 State Street Global Advisors Conflict Mitigation Guidelines
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors has policies and procedures designed to prevent undue influence on State Street Global Advisors voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation, State Street Global Advisors, State Street Global Advisors affiliates, State Street Global Advisors Funds or State Street Global Advisors Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of State Street Global Advisors 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 State Street Corporation or State Street Global Advisors 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 State Street Global Advisors Asset Stewardship team from disclosing State Street Global Advisors 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 State Street Global Advisors 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 State Street Global Advisors pooled funds, where State Street Global Advisors acts as trustee, may hold shares in State Street Corporation or other State Street Global Advisors affiliated entities, such as mutual funds affiliated with State Street Global Advisors Funds Management, Inc. In general, State Street Global Advisors will outsource any voting decision relating to a shareholder meeting of State Street Corporation or other State Street Global Advisors affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon State Street Global Advisors 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) State Street Global Advisors 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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These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors
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2019 State Street Global Advisors Conflict Mitigation Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. T: +971 2 245 9000. 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, Chaussée 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 authorized 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15 -38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4-4372800. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. 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, authorized and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 62,350,000, 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. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorized 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 Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 33 95 6000. F: 020 3395 6350. United States: State Street Global Advisors, One Iron Street, Boston MA 02210. T: +1 617 786 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.
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© 2019 State Street Corporation. All Rights Reserved. ID15922 0319 Exp. Date: 03/31/2020 |
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
Overview
Our primary fiduciary obligation to our clients is to maximize the long-term returns of their investments. It is our view that material environmental and social (sustainability) issues can both create risk as well as generate long-term value in our portfolios. This philosophy provides the foundation for our value-based approach to Asset Stewardship.
We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio.
Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. Engagements are often multi- year exercises. We share our views of key topics and also seek to understand the disclosure and practices of issuers. We leverage our long-term relationship with companies to effect change. Voting on sustainability issues is mainly driven through shareholder proposals. However, we may take voting action against directors even in the absence of shareholder proposals for unaddressed concerns pertaining to sustainability matters.
In this document we provide additional transparency into our approach to engagement and voting on sustainability- related matters.
Our Approach to Assessing Materiality and Relevance of Sustainability Issues
While we believe that sustainability-related factors can expose potential investment risks as well as drive long-term value creation, the materiality of specific sustainability issues varies from industry to industry and company by company. With this in mind, we leverage several distinct frameworks as well as additional resources to inform our views on the materiality of a sustainability issue at a given company including:
| The Sustainability Accounting Standards Board (SASB) Materiality Map |
| The Task Force on Climate-related Financial Disclosures (TCFD) Framework |
| Disclosure expectations in a companys given regulatory environment |
| Market expectations for the sector and industry |
| Other existing third party frameworks, such as the CDP (formally the Carbon Disclosure Project) |
| Our proprietary R-Factor 1 score |
We expect companies to disclose information regarding their approach to identifying material sustainability-related risks and the management policies and practices in place to address such issues. We support efforts by companies to demonstrate the ways in which sustainability is incorporated into operations, business activities, and most importantly, long-term business strategy.
Approach to Engagement on Sustainability Issues
State Street Global Advisors holds more than 12,000 listed equities across its global portfolios. The success of our engagement process is due to our ability to prioritize and optimally allocate resources. Our approach is driven by:
1) Proprietary Screens
We have developed proprietary in-house sustainability screens to help identify companies for proactive engagement. These screens leverage our proprietary R-Factor score to identify sector and industry outliers for engagement and voting on sustainability issues.
2) Thematic Prioritization
As part of our annual stewardship planning process we identify thematic sustainability priorities that will be addressed during most engagement meetings. We develop our priorities based upon several factors, including client feedback, emerging sustainability trends, developing macroeconomic conditions, and evolving regulations. These engagements not only inform our voting decisions but also allow us to monitor improvement over time and to contribute to our evolving perspectives on priority areas. Insights from these engagements are shared with clients through our publicly available Annual Stewardship Report.
Voting on Sustainability Proposals
Historically, shareholder proposals addressing sustainability-related topics have been most common in the U.S. and Japanese markets. However, we have observed such proposals being filed in additional markets, including Australia, the UK, and continental Europe.
Agnostic of market, sustainability-related shareholder proposals address diverse topics and typically ask companies to either improve sustainability-related disclosure or enhance their practices. Common topics for sustainability-related shareholder proposals include:
| Climate-related issues |
| Sustainable practices |
| Gender equity |
| Campaign contributions and lobbying |
| Labor and human rights |
| Animal welfare |
State Street Global Advisors | C-11 |
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
We take a case-by-case approach to voting on shareholder proposals related to sustainability topics and consider the following when reaching a final vote decision:
| The materiality of the sustainability topic in the proposal to the companys business and sector (see Our Approach to Assessing Materiality and Relevance of Sustainability Issues above) |
| The content and intent of the proposal |
| Whether the adoption of such a proposal would promote long-term shareholder value in the context of the companys disclosure and practices |
| The level of board involvement in the oversight of the companys sustainability practices |
| Quality of engagement and responsiveness to our feedback |
| Binding nature of proposal or prescriptiveness of proposal |
Vote Options for Sustainability- Related Proposals
| State Street Global Advisors votes For (support for proposal) if the issue is material and the company has poor disclosure and/or practices relative to our expectations. |
| State Street Global Advisors votes Abstain (some reservations) if the issue is material and the companys disclosure and/or practices could be improved relative to our expectations. |
| State Street Global Advisors votes Against (no support for proposal) if the issue is non-material and/or the companys disclosure and/or practices meet our expectations. |
1 |
State Street Global Advisors proprietary scoring model, which aligns with SASBs materiality map. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
State Street Global Advisors | C-12 |
© 2019 State Street Corporation. All Rights Reserved. ID15998 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
North America
(United States & Canada)
State Street Global Advisors North America Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation Guidance.
C-13
Proxy Voting and Engagement Guidelines
State Street Global Advisors North America Proxy Voting and Engagement Guidelines address areas, including board structure, director tenure, audit related issues, capital structure, executive compensation, as well as 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 we believe are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research about corporate governance issues in North America, we expect all companies to act in a transparent manner and to 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), we proactively monitor companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply-or-explain expectations established by the principles, we encourage 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, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and various other investment teams, collaborating on issuer engagements and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors, with a balance of skills, expertise, and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect 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 the director nominee to support, we consider numerous factors.
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Proxy Voting and Engagement Guidelines
Director Elections
Our 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 we consider when evaluating governance practices include, but are not limited to the following:
| Shareholder rights |
| Board independence |
| Board structure |
If a company demonstrates appropriate governance practices, we believe a director should be classified as independent based upon 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, we 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, State Street Global Advisors believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based upon 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? |
| Has the nominee received non-board related compensation from the issuer? |
In the US 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, we 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, we may withhold votes from directors based on the following:
| Overall average board tenure is excessive. In assessing excessive tenure, we give consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures |
| 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 that received a majority shareholder support at the last annual or special meeting |
| Consideration can be warranted 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 our 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 |
| Directors who appear to have been remiss in their duties |
Director Related Proposals
We generally vote 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 in order to remove directors with or without cause |
| Proposals that permit shareholders to elect directors to fill board vacancies |
| 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 |
State Street Global Advisors | C-15 |
Proxy Voting and Engagement Guidelines
We generally vote 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 |
| Proposals requiring two candidates per board seat |
Majority Voting
We will generally support a majority vote standard based on votes cast for the election of directors.
We will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or to repeal certain provisions.
Annual Elections
We generally support 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 the existence of a shareholder rights plan.
Cumulative Voting
We do not support cumulative voting structures for the election of directors.
Separation Chair/CEO
We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including 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, we believe that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. We will consider proposals relating to proxy access on a case-by-case basis. We 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.
We 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 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 |
| Board performance |
Age/Term Limits
Generally, we 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, we will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, we support 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
We generally support annual elections for the board of directors.
Confidential Voting
We will support confidential voting.
Board Size
We 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
We support 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. We deem 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. We will also support the disclosure of auditor and consulting relationships when the same or related
State Street Global Advisors | C-16 |
Proxy Voting and Engagement Guidelines
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.
We will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 2
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, we support requests that are not unreasonably dilutive or enhance the rights of common shareholders. 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, we support share increases for general corporate purposes up to 100% of current authorized stock.
We support 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, we will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
We vote on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, we 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.
We will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, we 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
We 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, we 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.
However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or the reorganization of 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.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
State Street Global Advisors | C-17 |
Proxy Voting and Engagement Guidelines
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or to 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 We will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, we will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
We 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 nor 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 We analyze proposals for shareholder approval of a shareholder rights plan (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.
Special Meetings
We 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 |
| 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 |
We 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 |
We will vote for management proposals related to special meetings.
Written Consent
We 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 |
| 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 |
| The company has a poor governance profile |
We will vote management proposals on written consent on a case-by-case basis.
SuperMajority
We will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. We 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, the terms of the plan should be 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 that benefit participants only when the shareholders also benefit are those most likely to be supported.
State Street Global Advisors | C-18 |
Proxy Voting and Engagement Guidelines
Advisory Vote on Executive Compensation and Frequency
State Street Global Advisors 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. We support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. We seek adequate disclosure of various 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, we will rely primarily upon engagement to evaluate compensation plans.
Employee Equity Award Plans
We consider numerous criteria when examining equity award proposals. Generally we do 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. We review that number in light of certain factors, such as 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.
Repricing We 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 |
| The period of time covered by the plan |
There are numerous factors that we view as negative. If combined they may result in a vote against a proposal. Factors include:
| 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 |
| Excessive compensation (i.e. compensation plans which we deem 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 will not have any such repurchase plan factored into the dilution calculation if they do not (i) clearly state the intentions of any proposed share buy-back plan, (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..
162(m) Plan Amendments If a plan would not normally meet our criteria described above, but was primarily amended to add specific performance criteria to be used with awards that were designed to qualify for performance- based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then we will support the proposal to amend the plan.
Employee Stock Option Plans
We generally vote for stock purchase plans with an exercise price of not less than 85% of fair market value. However, we take market practice into consideration.
Compensation Related Items
We generally support the following proposals:
| Expansions to reporting of financial or compensation- related information within reason |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee |
State Street Global Advisors | C-19 |
Proxy Voting and Engagement Guidelines
We generally vote against the following proposal:
| Retirement bonuses for non-executive directors and auditors |
Miscellaneous/Routine Items
We generally support 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 |
| 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 |
| Exclusive forum provisions |
State Street Global Advisors generally does not support the following miscellaneous/routine governance items:
| Proposals requesting 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 |
| 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
2 |
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
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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.
State Street Global Advisors | C-21 | © 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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, we consider market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines, and corporate governance codes. We may hold companies in such markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in Australia and New Zealand, we expect all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we 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.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) investment teams, collaborating on issuer engagement and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
State Street Global Advisors 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
State Street Global Advisors 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. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. We expect boards of ASX 300 and New Zealand listed companies to be comprised of at least a majority of independent directors. At all other Australian listed companies, we expect boards to be comprised of at least one-third independent directors. Further, we expect boards of ASX 300 listed companies to have at least one female board member.
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Proxy Voting and Engagement Guidelines
Our 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 |
| Family ties with any of the companys advisers, directors, or senior employees |
When considering the election or re-election of a director, we also consider the number of outside board director-ships that a non-executive and an executive may undertake and attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance-related pay, cross-directorships, significant shareholdings, and tenure. We support the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While we are generally supportive of having the roles of chairman and CEO separated in the Australian and New Zealand markets, we assess 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, we will monitor for circumstances in which a combined chairman/CEO is appointed or where a former CEO becomes chairman.
We may also consider board performance and directors who appear to be remiss in the performance of their oversight responsibilities when analyzing their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
We believe 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, and 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. We hold Australian and New Zealand companies to our global standards for developed financial markets by requiring that all members of the audit committee be independent directors.
In our analysis of boards, we consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We may vote against the re-election of members of the nomination committee if the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. We believe that executive pay should be determined by the board of directors. We expect 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, we believe that the vote provides investors a mechanism to address concerns they may have on the quality of oversight provided by the board on remuneration issues. Accordingly our voting guidelines accommodate local market practice.
Indemnification and limitations on liability
Generally, State Street Global Advisors 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 independent non-executive directors designated as members.
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Proxy Voting and Engagement Guidelines
Appointment of External Auditors
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we will take into consideration the level of detail in company disclosures. We will generally not support resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, we 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, we 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, to grow, and toachieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the returns and to ensure capital is deployed efficiently. State Street Global Advisors 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, we may vote against if such authorities are greater than 20% of the issued share capital. We 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
We generally support proposals 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. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation. We may also vote
against if the payout is excessive given the companys financial position. Particular attention will be warranted when the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganization of the company structure 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 financially sound or are thought to be destructive to shareholders rights are not supported. We will generally support transactions that maximize shareholder value. Some of the considerations include:
| 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose anti-takeover defenses, such as authorities for the board to issue warrants convertible into shares to existing shareholders during a hostile takeover.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides State Street Global Advisors analysis of executive pay; there 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, we consider various
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Proxy Voting and Engagement Guidelines
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. State Street Global Advisors may oppose remuneration reports in which there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
We 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. Generally, we do not support options under such plans being issued at a discount to market price nor plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities that seek shareholder approval for non-executive directors fees generally are not controversial. We generally support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by other comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
State Street Global Advisors 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. We allow boards to have discretion over the ways in which they provide oversight in this area. However, we expect
companies to disclose ways in which 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 that evolve in tandem with the political and economic landscape or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisorss express written consent.
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© 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors European Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors Proxy Voting and Engagement Guidelines in European markets address areas, such as 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 to 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, we consider market-specific nuances in the manner that we believe will most likely protect and promote the long-term financial value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country-specific best practice guidelines and corporate governance codes. We may hold companies in some markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in European companies, we also consider guidance issued by the European Commission and country-specific governance codes. We proactively monitor companies adherence to applicable guidance and requirements. Consistent with the diverse comply-or-explain expectations established by guidance and codes, we encourage companies to proactively disclose their level of compliance with applicable provisions and requirements. In cases of non-compliance, when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Europe, Middle East, and Africa (EMEA) investment teams, collaborating on issuer engagement and providing input on company-specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
State Street Global Advisors is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing; thus we are working to further integrate ESG principles into investment and corporate governance practices where applicable and consistent with our fiduciary duty.
Directors and Boards
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe 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 we expect boards of STOXX Europe 600 listed companies to have at least one female board member.
Our 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 the 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 |
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Proxy Voting and Engagement Guidelines
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem nonindependent if overall board independence is below one-third or if overall independence level is below 50% after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. We also assess the division of responsibilities between chairman and CEO on a case-by- case basis, giving consideration to factors, such as overall level of independence on the board and general corporate governance standards in the company. We 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, we also consider the number of outside board directorships a non-executive holds, attendance at board meetings, and cross-directorships. In addition, we 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 favor of the annual election of directors, we recognize that director terms vary considerably in different European markets. We may vote against article/bylaw changes that seek to extend director terms. In addition, we may vote against directors if their terms extend beyond four years in certain markets.
We believe 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, and assessing effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight of executive pay. We may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, we consider 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, we may vote against the entire slate.
We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law if a director has not acted in bad faith, with gross negligence, or with 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
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appoint them at the annual meeting. When appointing external auditors and approving audit fees, we consider the level of detail in company disclosures; we 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, we 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. We may consider auditor tenure when evaluating the audit process in certain circumstances.
Limit Legal Liability of External Auditors
We generally oppose 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. State Street Global Advisors supports the one share one vote policy and favors a share structure
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where all shares have equal voting rights. We believe pre-emption rights should be introduced for shareholders in order to provide adequate protection from excessive dilution from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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. We support 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, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support 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 disapplying pre-emption rights, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we oppose capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
We typically support proposals to repurchase shares; however, there are exceptions in some cases. We do not support repurchases in cases if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which the company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 to cases in which the payment may damage the companys long-term financial health.
Related-Party Transactions
Some 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, we expect companies to provide details of the transaction, such as the nature, the value, and the purpose of such a transaction. We also encourage independent directors to ratify such transactions. Further we encourage 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 restructurings often involve proposals relating to reincorporation, restructurings, mergers, liquidation, and other major changes to the corporation. Proposals will be supported if they are in the best interests of the shareholders, which is demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general provisions that are not viewed as financially sound or are thought to be destructive to shareholders rights are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
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We 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 |
| The current market price of the security exceeds the bid price at the time of voting. |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses, with legal restrictions lacking in some markets. We support the one-share, one-vote policy. For example, dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. We oppose unlimited share issuance authorizations because they can be used as antitakeover devices. They have the potential for substantial voting and earnings dilution. We also monitor the duration of time for authorities to issue shares, as well as whether there are restrictions and caps on multiple issuance authorities during the specified time periods. We oppose antitakeover 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 various types of plans and awards , there is a simple underlying philosophy that guides our analysis of executive pay; there 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, we consider factors such as adequate disclosure of 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
We may not support proposals regarding equity-based incentive plans where insufficient information is provided on matters, including grant limits, performance metrics, performance and vesting periods, and overall dilution. Generally we do not support options under such plans being issued at a discount to market price or plans that allow for retesting of performance metrics.
NonExecutive Director Pay
In European markets, proposals seeking shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
We believe 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. We allow boards discretion regarding the ways in which they provide oversight in this area. However, we expect companies to disclose how the board provides oversight on its risk management system and risk identification. 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
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sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
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March 2019
Proxy Voting and Engagement Guidelines
Japan
State Street Global Advisors Japan Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with State Street Global Advisors overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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State Street Global Advisors 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, State Street Global Advisors 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, State Street Global Advisors expects Japanese companies to address conflicts of interest and risk management and to demonstrate an effective process for monitoring management. In our analysis and research regarding corporate governance issues in Japan, we expect all companies at a minimum to comply with Japans Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we may vote against the board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) Investment teams; the teams collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors with a balance of skills, expertise, and independence, provides the foundation for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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 that are necessary to protect shareholder interests. Further we expect 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 a board level audit committee. We 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 voting rights at the board; however,
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they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
State Street Global Advisors will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on our 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 wrong doing, and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors; however, we believe there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| We believe 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, we may oppose the board leader who is responsible for the director nomination process. |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, we may oppose the board leader 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, State Street Global Advisors may oppose the board leader, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, we also take into consideration the overall independence level of the committees. In determining director independence, we consider the following factors:
| Participation in related-party transactions and other business relations with the company |
| Past employment with the company |
| Professional services provided to the company |
| Family ties with the company |
Regardless of board structure, we may oppose the election of a director for the following reasons:
| Failure to attend board meetings |
| In instances of egregious actions related to a directors service on the board |
Indemnification and Limitations on Liability
Generally, State Street Global Advisors 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. We believe limitations and indemnification are necessary to attract and retain qualified directors.
Audit-Related Items
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should have the opportunity to vote on the appointment of the auditor at the annual meeting.
Ratifying External Auditors
We 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.
Limiting Legal Liability of External Auditors
We generally oppose 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
State Street Global Advisors supports the one share one vote policy and favors a share structure where all shares have equal voting rights. We support proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
We believe pre-emption rights should be introduced for shareholders. This can provide adequate protection from excessive dilution due to the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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.
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However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
We generally support increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, we may oppose the request if the increase in authorized capital exceeds 100% of the currently authorized capital. Where share issuance requests exceed our standard threshold, we will consider the nature of the specific need, such as mergers, acquisitions and stock splits.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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. We will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. We believe 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.
We generally support proposals 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. We 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. We will support proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general, provisions that are deemed to be destructive to shareholders rights or financially detrimental are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| Offers in which the current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
In general, State Street Global Advisors 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. It may also 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), we consider the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in advance of meeting, (ii) minimum trigger of over 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, and (vii) lack of protective or entrenchment features. Additionally, we consider the length of time that a shareholder rights plan has been in effect.
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In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, we 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. State Street Global Advisors, 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.
Adjustments 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. We will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. We may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
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, we believe that existing shareholder approval of the bonus should be considered best practice. As a result, we support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Retirement Bonuses for Directors/Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based upon 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, we support these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Stock Plans
Most option plans in Japan are conservative, particularly at large companies. Japanese 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, we cannot calculate the dilution level and, therefore, we may oppose such plans for poor disclosure. We also oppose 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. We evaluate 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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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, State Street Global Advisors views proposals that expand and diversify the companys business activities as routine and non-contentious. We will monitor instances in which there has been an inappropriate acquisition and diversification away from the companys main area of competence that 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 State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc.is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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.
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© 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors, United Kingdom and Ireland Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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 a board of directors is to preserve and enhance shareholder value and to protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management, and 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 identify that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines, we may hold companies in such markets to our global standards.
In our analysis and research into corporate governance issues in the UK and Ireland, we expect 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 monitor companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, we encourage companies to proactively disclose their level of compliance with the Code. In instances of non-compliance in which companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 Europe, Middle East, and Africa (EMEA) Investment teams. We collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
State Street Global Advisors 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
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect boards of FTSE 350 listed companies to have at least one female board member.
Our broad criteria for director independence for 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 |
| If the company classifies the director as non-independent |
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Proxy Voting and Engagement Guidelines
When considering the election or re-election of a director, we also consider the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. We support the annual election of directors.
While we are generally supportive of having the roles of chairman and CEO separated in the UK market, we assess 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 we monitor for circumstances in which a combined chairman/CEO is appointed or a former CEO becomes chairman.
We 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).
We believe 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, the appointment of external auditors, auditor qualifications and independence, and effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight over executive pay. We will vote against nominees who are executive members of audit or remuneration committees.
We consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law. This holds if a director has not acted in bad faith, gross negligence, nor 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
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we 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, we 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, we may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
We generally oppose limiting the legal liability of audit firms because we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital-Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is essential to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
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Proxy Voting and Engagement Guidelines
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, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek 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
We generally support a proposal to repurchase shares. However, this is not the case if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 financially sound or are thought to be destructive to shareholders rights and are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock |
| Offers in which we believe there is a reasonable prospect for an enhanced bid or other bidders |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose 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 our analysis of executive pay, There 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 policies and reports, we consider adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices or if the company has not been responsive to shareholder concerns.
Equity Incentive Plans
We may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance, vesting periods, and overall dilution. Generally we do not 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 that seek shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance related pay to non-executive directors on a company- by- company basis.
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Proxy Voting and Engagement Guidelines
Risk Management
State Street Global Advisors 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 of the risk management process established by senior executives at a company. We allow boards discretion over how they provide oversight in this area. We expect companies to disclose how the board provides oversight on its risk management system and risk identification. Boards should also review existing and emerging risks as they can evolve with a changing political and economic landscape or as companies diversify their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify
companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors |
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Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-45 | © 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Rest of the World
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
At State Street Global Advisors, we recognize that countries in international markets that are not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. We also evaluate the various factors that contribute to 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. This guidance pertains to international markets not covered under specific country/regional guidelines, specifically emerging markets. 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, our proxy voting guidelines are designed to identify and to address specific governance concerns in each market.
State Street Global Advisors Proxy Voting and Engagement Philosophy in Emerging Markets
State Street Global Advisors 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. The overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country. Thus improving the macro governance framework in a country may help to reduce governance risks and to increasethe overall value of our holdings over time. In order to improve the overall governance framework and practices in a country, members of our Asset Stewardship team endeavor to engage with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. We are 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 State Street Global Advisors Asset Stewardship Team works alongside members of the Active Fundamental and emerging market specialists 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 our proxy voting and engagement philosophy in emerging markets.
Our proxy voting guidelines in emerging markets address six broad areas:
| Directors and Boards |
| Accounting and Audit Related Issues |
| Shareholder Rights and Capital Related Issues |
| Remuneration |
| Environmental and Social Issues |
| General/Routine Issues |
Directors and Boards
We believe that a well constituted board of directors with a balance of skills, expertise, and independence provides the foundation 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, render the election of directors as one of the most important fiduciary duties we perform in emerging market companies.
We vote 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. We expect companies to meet minimum overall board independence standards as defined in a corporate governance code or market practice. Therfore, in several countries, we will vote against select non-independent directors if overall board independence levels do not meet market standards.
Our 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 |
| Attendance levels |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, we believe companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company and appointing external auditors. It should also monitor their qualifications, independence,effectiveness, and resource levels. Based upon our desire to enhance the quality of financial and accounting oversight provided by independent directors, we expect that listed companies have an audit committee that is constituted of a majority of independent directors.
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Proxy Voting and Engagement Guidelines
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 upon financial statements. We believe that audit committees provide the necessary oversight for the selection and appointment of auditors, the companys internal controls, and the accounting policies, and the overall audit process. In emerging markets, we encourage boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. We believe that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital-Related Issues
State Street Global Advisors 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. We believe the company should have a business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transactions
Most companies in emerging markets have a controlled ownership structure that often includes 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, we expect companies to provide details about the transaction, such as its nature, value, and purpose. This also encourages independent directors to ratify such transactions. Further we encourage 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, we expect companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganization of 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 financially sound or are thought to be destructive to shareholders rights are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
We will actively seek direct dialogue with the board and management of companies that 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 State Street Global Advisors to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
State Street Global Advisors | C-48 |
Proxy Voting and Engagement Guidelines
Remuneration
We consider it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the potential awards, there is a simple underlying philosophy that guides our 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, we support 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships
with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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, our guidelines consider several factors, such as historical dividend payouts, pending litigation, governmental investigations, charges of fraud, or other indication of significant concerns.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors | C-49 |
Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-50 |
© 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
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 ULTRA SHORT TERM BOND PORTFOLIO |
SSTEX |
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2019
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2019, 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, 2018, 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:
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State Street Equity 500 Index Fund; |
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State Street Aggregate Bond Index Fund; |
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State Street Institutional Liquid Reserves Fund; |
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State Street Institutional U.S. Government Money Market Fund; |
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State Street Institutional Treasury Money Market Fund; |
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State Street Institutional Treasury Plus Money Market Fund; |
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State Street Treasury Obligations Money Market Fund; |
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State Street Target Retirement Fund; |
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State Street Target Retirement 2015 Fund; |
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State Street Target Retirement 2020 Fund; |
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State Street Target Retirement 2025 Fund; |
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State Street Target Retirement 2030 Fund; |
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State Street Target Retirement 2035 Fund; |
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State Street Target Retirement 2040 Fund; |
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State Street Target Retirement 2045 Fund; |
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State Street Target Retirement 2050 Fund; |
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State Street Target Retirement 2055 Fund; |
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State Street Target Retirement 2060 Fund; |
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State Street Global Equity ex-U.S. Index Fund; |
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State Street Emerging Markets Equity Index Fund; |
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State Street Equity 500 Index II Portfolio (the Equity 500 Index II Portfolio); |
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State Street Aggregate Bond Index Portfolio (the Aggregate Bond Index Portfolio); |
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State Street Global Equity ex-U.S. Index Portfolio (the Global Equity ex-U.S. Index Portfolio); |
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State Street Hedged International Developed Equity Index Fund; |
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State Street International Developed Equity Index Fund; |
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State Street Small/Mid Cap Equity Index Fund; |
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State Street Small/Mid Cap Equity Index Portfolio (the Small/Mid Cap Equity Index Portfolio); |
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State Street Cash Reserves Fund |
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State Street Cash Reserves Portfolio |
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State Street Ultra Short Term Bond Fund; |
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State Street Ultra Short Term Bond Portfolio (the Ultra Short Term Bond Portfolio); |
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State Street Defensive Global Equity Fund; |
The Trust includes the following non-diversified series:
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State Street International Value Spotlight Fund. |
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State Street China Equity Select Fund |
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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 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.
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.
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
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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 cash or 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 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.
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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 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.
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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 Index 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 Index 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 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
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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 Ultra Short Term Bond Portfolio, 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 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.
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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 and time deposits, respectively, 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 Ultra Short Term Bond Portfolio, 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.
Foreign Securities
The Index 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.
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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 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.
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.
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Futures Contracts and Options on Futures
Each Index Portfolio 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.
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 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.
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.
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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 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 Ultra Short Term Bond Portfolio, 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.
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 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.
Industrial Development and Private Activity Bonds (Ultra Short Term Bond Portfolio 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 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 (Ultra Short Term Bond Portfolio 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.
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.
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Lending of Portfolio Securities
Each Index Portfolio may lend portfolio securities to certain creditworthy borrowers in U.S. and non-U.S. markets in an amount not to exceed 40% of the value of its net assets. The borrowers provide collateral that is marked to market daily in an amount at least equal to the current market value of the securities loaned. A Portfolio may terminate a loan at any time and obtain the securities loaned. A Portfolio receives the value of any interest or cash or non-cash distributions paid on the loaned securities. A Portfolio cannot vote proxies for securities on loan, but may recall loans to vote proxies if a material issue affecting the Funds economic interest in the investment is to be voted upon. Efforts to recall such securities promptly may be unsuccessful, especially for foreign securities or thinly traded securities, and may involve expenses to a Fund. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income.
With respect to loans that are collateralized by cash, the borrower typically will be entitled to receive a fee based on the amount of cash collateral. A Portfolio is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Portfolio is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain high quality short-term instruments either directly on behalf of the lending Portfolio or through one or more joint accounts or funds, which may include those managed by the Adviser. A Portfolio could lose money due to a decline in the value of collateral provided for loaned securities or any investments made with cash collateral. Certain non-cash collateral or investments made with cash collateral may have a greater risk of loss than other non-cash collateral or investments.
A Portfolio may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board of Trustees of the Trust (the Board) who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent provides 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) causing the delivery of loaned securities from a Portfolio to borrowers; (iii) monitoring the value of loaned securities, the value of collateral received, and other lending parameters; (iv) seeking additional collateral, as necessary, from borrowers; (v) 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; (vi) returning collateral to borrowers; (vii) facilitating substitute dividend, interest, and other distribution payments to the Funds from borrowers; (viii) 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; (ix) selecting securities, including amounts (percentages), to be loaned; (x) recordkeeping and accounting servicing; and (xi) arranging for return of loaned securities to the Portfolio in accordance with the terms of the Securities Lending Authorization Agreement. State Street Bank and Trust Company (State Street), an affiliate of the Trust, has been approved by the Board to serve as securities lending agent for each Index Portfolio and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the SEC under Sections 17(a), 17(d) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust, to invest the cash collateral received from loan transactions in an affiliated cash collateral fund and to receive a fee based on a share of the revenue generated from such transactions.
Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process especially so in certain international markets such as Taiwan), gap risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Portfolio has agreed to pay a borrower), risk of loss of collateral, credit, legal, counterparty and market risk. If a securities lending counterparty were to default, a Portfolio would be subject to the risk of a possible delay in receiving collateral (or the proceeds of its liquidation) or in recovering the loaned securities. In the event a borrower does not return a Funds securities as agreed, the Portfolio may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. Although State Street has agreed to provide a Portfolio with indemnification in the event of a borrower default, a Portfolio is still exposed to the risk of losses in the event a borrower does not return a Portfolios securities as agreed. For example, delays in recovery of lent securities may cause a Portfolio to lose the opportunity to sell the securities at a desirable price with guaranteed delivery provisions.
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 Ultra Short Term Bond Portfolio, 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
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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.
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.
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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 (Ultra Short Term Bond Portfolio 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.
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 Index 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
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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.
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.
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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.
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.
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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
In addition to the mortgage-related securities discussed above, 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.
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, or as long-term investments.
Real Estate Investment Trusts (REITs)
The Portfolios, except for the Small/Mid Cap Equity Index Portfolio and the Ultra Short Term Bond Portfolio, 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
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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, other financial institutions, such as broker-dealers, and other institutional counterparties. 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. 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, which are a form of borrowing. 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 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.
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.
Special Risk Considerations of Investing in China.
Certain Portfolios may invest in securities of Chinese issuers. Investing in securities of Chinese issuers, including by investing in A Shares, involves certain risks and considerations not typically associated with investing in securities of U.S. issuers, including, among others, (i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers, resulting in a lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets, whether such intervention will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations on the use of brokers, (vii) potentially higher rates of inflation, (viii) the unavailability of consistently-reliable economic data, (ix) the relatively small size and absence of operating history of many Chinese companies, (x) accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be available, (xi) greater political, economic, social, legal and tax-related uncertainty, (xii) higher market volatility caused by any potential regional territorial conflicts or natural disasters, (xiii) higher dependence on exports and international trade, (xiv) the risk of increased trade tariffs, embargoes and other trade limitations, (xv) restrictions on foreign ownership, and (xvi) custody risks associated with investing
21
through programs to access Chinese securities. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.
Tax Exempt Commercial Paper (Ultra Short Term Bond Portfolio 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 (Ultra Short Term Bond Portfolio 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 Index 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 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).
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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 Index 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.
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.
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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 widely recognized market rates, which are typically set once a day. 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.
Many financial instruments use or may use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on a Fund or the financial instruments in which a Fund invests cannot yet be determined. The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.
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.
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.
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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. |
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. |
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For Ultra Short Term Bond Portfolio:
7. |
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.
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.
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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 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 monthly holdings report on Form N-PORT, with every third month made available to the public by the SEC 60 days after the end of the Portfolios fiscal quarter. You can find SEC filings on the SECs website, 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.
Information about each Portfolios 10 largest holdings generally is posted on its corresponding feeder funds website at 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.
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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. Ross and Taber, the Trustees listed below are also Trustees of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc., 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-Chairperson of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). | 71 | 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-Chairperson 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); | 71 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- 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 AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN
BY TRUSTEE
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009-2019, Independent Director, SSGA Qualified Funds PLC. | ||||||||||
John R. Costantino c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairperson of the Qualified Legal Compliance Committee |
Term: Indefinite Elected: 12/18 | Managing General Partner, NGN Capital LLC (2006 present); and Managing Director, Vice President of Walden Capital Management (1996 present). | 71 |
Director of Kleinfeld Bridal Corp. (March 2016 present); Trustee of Neuroscience Research Institute (1986 present); Trustee of Fordham University (1989 1995 and 2001 2007) and Trustee Emeritus (2007 present); Trustee of GE Funds (1993 February 2011); Director of Artes Medical (2006 2008); and Trustee of Gregorian University Foundation (1992 2007). |
|||||
Richard D. Shirk c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1945 |
Trustee and Co-Chairperson of the Qualified Legal 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). | 71 | 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-Chairperson of the Audit Committee, Co-Chairperson of the Nominating Committee and Co-Chairperson |
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 |
71 |
Trustee, Eastern Enterprise (utilities) (1988 2000); Director, Berkshire Life Insurance Company of America (1993 2009). |
29
30
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 |
|||||
One Iron Street Boston, MA 02210 YOB: 1965 |
2/07 |
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). |
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) |
The individuals listed below are Trustees who are interested persons, as defined in the 1940 Act, of the Trusts (Interested Trustees). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
(3) |
Mr. Ross is an Interested Trustee because of his employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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, Trustee | 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 |
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).* | |||
YOB: 1969 |
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 |
|||
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 State Street Global Advisors and SSGA Funds Management, Inc. (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). | |||
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. (June 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 |
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). | |||
YOB: 1976 |
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 |
|||
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7 th Floor Boston, MA 02111 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). |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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 Board of Trustees of the Trust and State Street Master Funds.
Michael F. Holland: Mr. Holland is an experienced business executive with over 48 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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Mr. Holland serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Costantino has over 30 years of private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years. Mr. Costantino is an attorney and a certified public accountant. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Ellen M. Needham: Ms. Needham is a Senior Managing Director of State Street Global Advisors; Head of Global Funds Management, and President of SSGA Funds Management, Inc. She serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, Ms. Needham is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. She has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989. Ms. Needham serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Ms. Spence serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Donna M. Rapaccioli: Ms. Rapaccioli has over 30 years of service as a full-time member of the business faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the executive MBA level. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, lectured on accounting and finance topics and consulted for numerous investment banks. Ms. Rapaccioli serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
James E. Ross: Mr. Ross is an experienced business executive with over 29 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 serves as a Trustee of the Navigator Trust, SSGA Funds, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc., 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.
33
Patrick J. Riley: Mr. Riley is an experienced business executive with over 42 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 50 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Shirk serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 45 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. Mr. Taber also serves as a Trustee of the Navigator Trust.
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 42 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 23 years and possesses significant experience regarding the Trusts operations and history. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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, Nominating Committee, Valuation Committee and Qualified Legal 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, 2018, the Audit Committee held four meetings.
Each of the Governance Committee and the Nominating Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee and the Nominating Committee are 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
34
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, 2018, the Governance Committee held one meeting and the Nominating Committee held two meeting.
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, 2018, the Valuation Committee held four meetings.
The Qualified Legal 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, 2018, 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, Ms. Rapaccioli and Ms. Spence serve as Co-Chairpersons of the Audit Committee, Mr. Costantino and Mr. Shirk serve as Co-Chairpersons of the QLCC, Mr. Jessee and Mr. Taber serve as Co-Chairpersons of the Valuation Committee, Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Nominating Committee.
Ms. Needham and Mr. Ross, who are employees of the Adviser, serve as Trustees of the Trust and Ms. Needham 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 Ms. Rapaccioli and Ms. Spence 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, 2018, 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.
35
The following table sets forth information describing the dollar range of the Trusts equity securities beneficially owned by each Trustee as of December 31, 2018.
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 |
|||||||
Name of Independent Trustee |
||||||||
Michael F. Holland |
None | None | ||||||
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 | ||||||
Michael A. Jessee |
None | None | ||||||
John R. Costantino (1) |
None | None | ||||||
Donna M. Rapaccioli (1) |
None | None | ||||||
Name of Interested Trustees |
||||||||
James E. Ross |
None | Over $100,000 | ||||||
Ellen M. Needham (1) |
None | None |
(1) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
Trustee Compensation
As of January 1, 2019, 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, the Navigator Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. a $195,000 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-Chairpersons receive an additional $50,000 annual retainer. The annual base retainer paid to Mr. Taber is $164,000 in light of the fact that Mr. Taber does not serve as a member of the Board of Trustees of the Elfun Funds, and the Board of Directors of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. 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 are 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, 2018:
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 |
||||||||||||||||
Michael F. Holland |
$ | 109,882 | $ | 0 | $ | 0 | $ | 330,500 | ||||||||
William L. Marshall (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Patrick J. Riley |
$ | 110,816 | $ | 0 | $ | 0 | $ | 337,500 | ||||||||
Richard D. Shirk |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Rina K. Spence |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Bruce D. Taber |
$ | 87,202 | $ | 0 | $ | 0 | $ | 281,500 | ||||||||
Douglas T. Williams (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Michael A. Jessee |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
John R. Costantino (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||
Donna M. Rapaccioli (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 160,000 | ||||||||
NAME OF INTERESTED TRUSTEES |
||||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
36
(1) |
Messrs. Marshall and Williams retired as Trustees effective as of the close of business on December 18, 2018. |
(2) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
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 23, 2019, 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 23, 2019, 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 |
31.14 | % |
As of April 23, 2019, 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 |
7.35 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
11.49 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2030 Fund One Iron Street Boston, MA 02210 |
12.57 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
11.13 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2040 Fund One Iron Street Boston, MA 02210 |
9.27 | % |
37
Name and Address |
Percentage | |||
State Street Equity 500 Index II Portfolio |
||||
State Street Target Retirement 2045 Fund One Iron Street Boston, MA 02210 |
7.03 | % | ||
State Street Aggregate Bond Index Portfolio |
||||
State Street Target Retirement 2020 Fund One Iron Street Boston, MA 02210 |
23.77 | % | ||
State Street Target Retirement 2015 Fund One Iron Street Boston, MA 02210 |
5.67 | % | ||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
20.56 | % | ||
State Street Target Retirement 2030 Fund One Lincoln Street Boston, MA 02111 |
14.95 | % | ||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
10.36 | % | ||
State Street Aggregate Bond Index Fund One Iron Street Boston, MA 02210 |
14.82 | % | ||
State Street Global Equity ex-US Index Portfolio |
||||
State Street Target Retirement 2020 Fund One Iron Street Boston, MA 02210 |
6.85 | % | ||
State Street Target Retirement 2025 Fund One Iron Street Boston, MA 02210 |
11.75 | % | ||
State Street Target Retirement 2030 Fund One Iron Street Boston, MA 02210 |
13.72 | % | ||
State Street Target Retirement 2035 Fund One Iron Street Boston, MA 02210 |
12.66 | % | ||
State Street Target Retirement 2040 Fund One Iron Street Boston, MA 02210 |
10.95 | % | ||
State Street Target Retirement 2045 Fund One Iron Street Boston, MA 02210 |
8.73 | % | ||
State Street Target Retirement 2050 Fund One Iron Street Boston, MA 02210 |
5.72 | % | ||
State Street Global Equity Ex-Us Index Feeder Fund One Iron Street Boston, MA 02210 |
21.65 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2020 Feeder Fund One Iron Street Boston, MA 02210 |
6.29 | % | ||
State Street Target Retirement 2025 Feeder Fund One Iron Street Boston, MA 02210 |
11.67 | % |
38
Name and Address |
Percentage | |||
State Street Target Retirement 2030 Feeder Fund One Iron Street Boston, MA 02210 |
15.04 | % | ||
State Street Target Retirement 2035 Feeder Fund One Iron Street Boston, MA 02210 |
15.25 | % | ||
State Street Target Retirement 2040 Feeder Fund One Iron Street Boston, MA 02210 |
14.62 | % | ||
State Street Target Retirement 2045 Feeder Fund One Iron Street Boston, MA 02210 |
12.77 | % | ||
State Street Target Retirement 2050 Feeder Fund One Iron Street Boston, MA 02210 |
8.59 | % | ||
State Street Small Midcap Equity Index Fund One Iron Street Boston, MA 02210 |
8.58 | % |
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.
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.
39
Total Annual Fund Operating Expense Waivers . The Adviser has contractually agreed with the Trust, through April 30, 2020 (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 |
0.02 | % | ||
Aggregate Bond Index Portfolio |
0.025 | % | ||
Global Equity ex-U.S. Index Portfolio |
0.08 | % | ||
Small/Mid Cap Equity Index Portfolio |
0.03 | % |
Administrator
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.
The administration fees paid to SSGA FM as the administrator for the fiscal years ended December 31, 2016, December 31, 2017, and December 31, 2018 are set forth in the table below:
Portfolio |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
Equity 500 Index II Portfolio |
$ | 2,666 | $ | 5,785 | $ | 0 | ||||||
Aggregate Bond Index Portfolio |
$ | 466 | $ | 1,400 | $ | 0 | ||||||
Global Equity ex-U.S. Index Portfolio |
$ | 949 | $ | 3,470 | $ | 0 | ||||||
Small/Mid Cap Equity Index Portfolio |
$ | 247 | $ | 954 | $ | 0 |
40
The administration fees paid by the Ultra Short Term Bond Portfolio have been omitted because the Portfolio had not commenced investment operations as of December 31, 2018.
Sub-Administrator, Custody, Fund Accounting and Transfer Agency
State Street serves as the sub-administrator for the Trust, pursuant to a sub-administration agreement dated June 1, 2015 (the Sub-Administration Agreement). State Street serves as the custodian for the Trust, pursuant to a custody agreement dated April 11, 2012 (the Custody Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust. Under the Custody Agreement, State Street is obligated to provide certain custody services to the Trust, as well as basic portfolio recordkeeping required by the Trust for regulatory and financial reporting purposes. State Street also serves as the transfer agent for the Portfolios, pursuant to a transfer agency agreement dated February 28, 2000. 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 State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111-2900.
As consideration for transfer agency, sub-administration services, State Street receives an annual fee from the Adviser (payable monthly). As consideration for custody and fund accounting services, each Portfolio pays State Street an annual fee (payable monthly) based on the average monthly net assets of each Portfolio. Each Portfolio also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses.
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.
Portfolio |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
Equity 500 Index II Portfolio |
$ | 104,064 | $ | 221,594 | $ | 366,437 | ||||||
Aggregate Bond Index Portfolio |
$ | 18,175 | $ | 53,670 | $ | 124,114 | ||||||
Global Equity ex-U.S. Index Portfolio |
$ | 513,066 | $ | 355,582 | $ | 789,977 | ||||||
Small/Mid Cap Equity Index Portfolio (1) |
$ | 13,338 | $ | 36,574 | $ | 104,584 |
The sub-administration, custodian and transfer agency paid by the Ultra Short Term Bond Portfolio have been omitted because the Portfolio had not commenced investment operations as of December 31, 2018.
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, 2018, 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 |
$ | 59,356 | $ | 5,990 | $ | 397 | $ | 0.00 | $ | 0.00 | $ | 19,033 | $ | 0.00 | $ | 25,420 | $ | 33,935 | ||||||||||||||||||
State Street Global Equity ex-U.S. Index Portfolio |
$ | 1,046,631 | $ | 109,338 | $ | 9,266 | $ | 0.00 | $ | 0.00 | $ | 308,482 | $ | 0.00 | $ | 427,087 | $ | 619,544 |
For the fiscal year ended December 31, 2018, 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 the value of loaned securities, the value of collateral received and other lending parameters; (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) pursuant to Rule 17j-1 under the 1940 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.
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 2018 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 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, 2018:
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 |
141 | $ | 495.53 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,024.53 | |||||||||||||||||
Karl Schneider |
141 | $ | 495.53 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,024.53 | |||||||||||||||||
Ted Janowsky |
141 | $ | 495.53 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,024.53 | |||||||||||||||||
Amy Scofield |
141 | $ | 495.53 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,024.53 | |||||||||||||||||
Olga Winner |
141 | $ | 495.53 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,024.53 | |||||||||||||||||
Marc DiCosimo |
31 | $ | 58.57 | 107 | $ | 74.64 | 138 | $ | 67.31 | $ | 200.52 | |||||||||||||||||
Joanna Madden |
31 | $ | 58.57 | 107 | $ | 74.64 | 138 | $ | 67.31 | $ | 200.52 | |||||||||||||||||
Todd Bean |
13 | $ | 89.82 | 18 | $ | 82.09 | 67 | $ | 86.61 | $ | 258.52 | |||||||||||||||||
Sean Lussier |
13 | $ | 89.82 | 18 | $ | 82.09 | 67 | $ | 86.61 | $ | 258.52 | |||||||||||||||||
Thomas Connelley |
13 | $ | 89.82 | 18 | $ | 82.90 | 67 | $ | 86.61 | $ | 258.52 |
* |
There are no performance-based fees associated with these accounts. |
The portfolio managers do not beneficially own any shares of any Portfolio as of December 31, 2018.
42
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 managers 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 a fund maintained its position in that security.
A potential conflict may arise when the portfolio managers are 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 participate 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 provide 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 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.
43
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
All portfolio transactions are placed on behalf of a Fund by the Adviser. Purchases and sales of securities on a securities exchange are affected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (e.g., fixed income securities) because the Funds pay a spread which is included in the cost of the security and represents the difference between the dealers quoted price at which it is willing to sell the security and the dealers quoted price at which it is willing to buy the security. When a Fund executes an over the counter order with an electronic communications network or an alternative trading system, a commission is charged because electronic communications networks and alternative trading systems execute such orders on an agency basis. Securities may be purchased from underwriters at prices that include underwriting fees.
In placing a portfolio transaction, the Adviser seeks to achieve best execution. The Advisers duty to seek best execution requires the Adviser to take reasonable steps to obtain for the client as favorable an overall result as possible for Fund portfolio transactions under the circumstances, taking into account various factors that are relevant to the particular transaction.
The Adviser refers to and selects from the list of approved trading counterparties maintained by the Advisers Credit Risk Management team. In selecting a trading counterparty for a particular trade, the Adviser seeks to weigh relevant factors including, but not limited to the following:
|
Prompt and reliable execution; |
|
The competitiveness of commission rates and spreads, if applicable; |
|
The financial strength, stability and/or reputation of the trading counterparty; |
|
The willingness and ability of the executing trading counterparty to execute transactions (and commit capital) of size in liquid and illiquid markets without disrupting the market for the security; |
|
Local laws, regulations or restrictions; |
|
The ability of the trading counterparty to maintain confidentiality; |
|
The availability and capability of execution venues, including electronic communications networks for trading and execution management systems made available to Adviser; |
|
Market share; |
|
Liquidity; |
|
Price; |
|
Execution related costs; |
|
History of execution of orders; |
|
Likelihood of execution and settlement; |
|
Order size and nature; |
|
Clearing and settlement capabilities, especially in high volatility market environments; |
44
|
Availability of lendable securities; |
|
Sophistication of the trading counterpartys trading capabilities and infrastructure/facilities; |
|
The operational efficiency with which transactions are processed and cleared, taking into account the order size and complexity; |
|
Speed and responsiveness to the Adviser; |
|
Access to secondary markets; |
|
Counterparty exposure; and |
|
Any other consideration the Adviser believes is relevant to the execution of the order. |
In selecting a trading counterparty, the price of the transaction and costs related to the execution of the transaction typically merit a high relative importance, depending on the circumstances. The Adviser does not necessarily select a trading counterparty based upon price and costs but may take other relevant factors into account if it believes that these are important in taking reasonable steps to obtain the best possible result for a Fund under the circumstances. Consequently, the Adviser may cause a client to pay a trading counterparty more than another trading counterparty might have charged for the same transaction in recognition of the value and quality of the brokerage services provided. The following matters may influence the relative importance that the Adviser places upon the relevant factors:
(i) The nature and characteristics of the order or transaction. For example, size of order, market impact of order, limits, or other instructions relating to the order;
(ii) The characteristics of the financial instrument(s) or other assets which are the subject of that order. For example, whether the order pertains to an equity, fixed income, derivative or convertible instrument;
(iii) The characteristics of the execution venues to which that order can be directed, if relevant. For example, availability and capabilities of electronic trading systems;
(iv) Whether the transaction is a delivery versus payment or over the counter transaction. The creditworthiness of the trading counterparty, the amount of existing exposure to a trading counterparty and trading counterparty settlement capabilities may be given a higher relative importance in the case of over the counter transactions; and
(v) Any other circumstances relevant the Adviser believes is relevant at the time.
The process by which trading counterparties are selected to effect transactions is designed to exclude consideration of the sales efforts conducted by broker-dealers in relation to the funds advised by the Adviser.
The Adviser does not currently use the Funds assets in connection with third party soft dollar arrangements. While the Adviser does not currently use soft or commission dollars paid by the Funds for the purchase of third party research, the Adviser reserves the right to do so in the future.
The brokerage commissions paid by the Portfolios for the last three fiscal years are shown below:
Portfolio |
Fiscal year ended
December 31 2016 |
Fiscal year ended
December 31 2017 |
Fiscal year ended
December 31 2018 |
|||||||||
Equity 500 Index II Portfolio |
$ | 40,301 | $ | 91,884 | $ | 56,546 | ||||||
Aggregate Bond Index Portfolio |
| | | |||||||||
Global Equity ex-U.S. Index Portfolio |
$ | 152,651 | $ | 310,966 | $ | 185,330 | ||||||
Small/Mid Cap Equity Index Portfolio (1) |
$ | 16,649 | $ | 52,601 | $ | 58,356 |
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 fiscal year ended December 31, 2016 was generally due to an increase in trading activity caused by an increase in assets during the year.
45
The brokerage commissions paid by the Ultra Short Term Bond Portfolio have been omitted because the Portfolio had not commenced investment operations as of December 31, 2018.
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, 2018.
JPMorgan Chase & Co. |
$ | 45,010,592 | ||
Bank of America Corp |
$ | 31,567,811 | ||
Citigroup, Inc. |
$ | 19,341,527 | ||
HSBC Holdings PLC |
$ | 18,486,996 | ||
Goldman Sachs & Co. |
$ | 11,665,741 | ||
Morgan Stanley |
$ | 10,829,479 | ||
UBS Securities LLC |
$ | 8,766,056 | ||
Barclays Capital |
$ | 4,301,255 | ||
Credit Suisse |
$ | 3,676,640 | ||
Virtu Financial |
$ | 141,680 |
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, 2018, the Equity 500 Index II Portfolio 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 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.
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.
46
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 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 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.
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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 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.
Pursuant to proposed regulations on which the Portfolios may rely, distributions by a Portfolio to its shareholders that the Portfolio properly reports as section 199A dividends, as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a section 199A dividend is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs (as defined below), to the extent such dividends are properly reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. A Portfolio is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.
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If a Portfolio holds, directly or indirectly, one or more tax credit bonds, issued on or before December 31, 2018, 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.
The Codes wash sale rule may also apply to certain redemptions and exchanges by non-U.S. shareholders. See Non-U.S. Shareholders below.
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 IRS and the Department of Treasury have announced their intent to issue proposed regulations providing that Section 451 does not apply to accrued market discount. If Section 451 were to apply to the accrual of market discount, each Portfolio would be required to include in income any market discount as it takes the same into account on its financial statements, even if the Portfolio does not otherwise elect to accrue market discount currently for federal income tax purposes.
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.
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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.
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.
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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 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.
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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.
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).
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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 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.
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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.
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,
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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.
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. .The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain Dividends a Portfolio pays. 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. ,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.
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The audited financial statements for the fiscal year ended December 31, 2018 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 6, 2019 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-19-065518) 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.
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.
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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
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC. (THE COMPANY) 1
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Board of Trustees/Directors of the Trust/Company (each series thereof, a Fund) have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trust/Companys investment portfolios.
1. Proxy Voting Policy
The policy of the Trust/Company is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust/Company to SSGA Funds Management, Inc., the Trust/Companys investment adviser (the Adviser), subject to the Trustees/Directors continuing oversight.
2. Fiduciary Duty
The right to vote proxies with respect to a portfolio security held by the Trust/Company is an asset of the Trust/Company. The Adviser acts as a fiduciary of the Trust/Company and must vote proxies in a manner consistent with the best interest of the Trust/Company and its shareholders.
3. Proxy Voting Procedures
A. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors of material changes to its Policy or the policy of any Subadviser promptly and not later than the next regular meeting of the Board of Trustees/Directors after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors at the next regular meeting of the Board of Trustees/Directors after such override(s) occur.
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Unless otherwise noted, the singular term Trust/Company 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, Elfun Trusts, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc. |
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C. At least annually, the Adviser shall inform the Trustees/Director that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust/Company during the year. Also see Section 5 below.
4. Revocation of Authority to Vote
The delegation by the Trustees/Directors of the authority to vote proxies relating to portfolio securities of the Trust/Company may be revoked by the Trustees/Directors, 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/Company to the Trust/Company or its designated service provider in a timely manner and in a format acceptable to be filed in the Trust/Companys 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/Directors 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/Directors regarding the frequency and results of the sampling performed.
8. Disclosures
A. |
The Trust/Company 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/Company 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 Trust/Companys 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/Company 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/Company to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trust/Companys 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/Company 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 Trust/Companys 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/Company 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/Directors 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 GUIDELINES
March 2019
Global Proxy Voting and Engagement Principles
State Street Global Advisors, 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, State Street Global Advisors has discretionary proxy voting authority over most of its client accounts, and State Street Global Advisors 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 1 .
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Global Proxy Voting and Engagement Principles
State Street Global Advisors maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the European Union, Japan, New Zealand, North America (Canada and the US), the UK and Ireland, and emerging markets. International markets not covered by our market-specific guidelines are reviewed and voted in a manner that is consistent with our Global Proxy Voting and Engagement Principles; however, State Street Global Advisors also endeavors to show sensitivity to local market practices when voting in these various markets.
State Street Global Advisors Approach to Proxy Voting and Issuer Engagement
At State Street Global Advisors, 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 rights. The underlying goal is to maximize shareholder value.
Our Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another. Similarly, 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 for shareholders to exercise their ownership rights. This comprehensive toolkit is 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. We maximize our voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the vast investment strategies and objectives across State Street Global Advisors, the fiduciary responsibilities of share ownership and voting for which State Street Global Advisors 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, for the companies held in our clients portfolios. We conduct issuer specific engagements with companies to discuss
our principles, including sustainability related risks. In addition we encourage issuers to find ways to increase the amount of direct communication board members have with shareholders. Direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns where appropriate.
In conducting our engagements, we also evaluate the various factors that influence the corporate governance framework of a country, including 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. We understand that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, we engage with issuers, regulators, or a combination of the two depending upon the market. We are also 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.
The State Street Global Advisors Asset Stewardship Team may collaborate with members of the Active Fundamental and various other investment teams to engage with companies on corporate governance issues and to address any specific concerns. This facilitates our comprehensive approach to information gathering as it relates to shareholder items that are to be voted upon at upcoming shareholder meetings. We also conduct issuer- specific engagements with companies covering various corporate governance and sustainability related topics outside of proxy season.
The Asset Stewardship Team employs a blend of quantitative and qualitative research, analysis, and data in order to support screens that 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 more broad industry-related trends. We also give 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, we believe issuer engagement can take many forms and be triggered by numerous circumstances. The following approaches represent how we define engagement methods:
State Street Global Advisors | C-2 |
Global Proxy Voting and Engagement Principles
Active
We use 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.
We will actively seek direct dialogue with the board and management of companies that we have identified through our screening processes. Such engagements may lead to further monitoring to ensure that the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for us to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. We routinely discuss 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.
We have established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. In order to limit the subjectivity of effectiveness measurement, we actively seek issuer feedback and monitor the actions issuers take post-engagement in order to identify tangible changes. Thus 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 upon the relevant facts and circumstances. Engagements can last as briefly as a single meeting or span multiple years.
Depending upon 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 in-person meetings. We believe 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 us as requiring active engagement. An example of such a forum is a shareholder conference call.
Proxy Voting Procedure
Oversight
The 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 State Street Global Advisors 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 State Street Global Advisors 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 our proxy voting process, we retain Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. We utilize ISSs services in three ways: (1) as our proxy voting agent (providing State Street Global Advisors 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 Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis. 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 upon facts, circumstances consistency with our Principles and accompanying Guidelines.
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 State Street Global Advisors or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
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Global Proxy Voting and Engagement Principles
We vote in all markets where it is feasible; however, we 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. We are 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 our standalone Conflict Mitigation Guidelines.
Proxy Voting and Engagement Principles
Directors and Boards
The election of directors is one of the most important fiduciary duties we perform as a shareholder. We believe that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such we seek to vote director elections in a way that we 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. In order to achieve this fundamental principle, the role of the board 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 our engagement process, we routinely discuss the importance of these responsibilities with the boards of issuers.
We believe 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, we consider many factors. We believe independent directors are crucial to good corporate governance; they 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. We also believe the right mix of skills, independence, diversity, and qualifications among directors provides boards with the knowledge and direct experience to manage risks and operating structures that are often complex and industry-specific.
Accounting and Audit-Related Issues
We believe 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 that provides robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. We believe audit committees should have independent directors as members, and we 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 upon financial statements. It is important for the audit committee to appoint external auditors who are independent from management; we expect auditors to provide assurance of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, to grow, and to 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. When making such a decision we believe the company should disclose a comprehensive business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganization of 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, we consider the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, we use our discretion in order to maximize shareholder value.
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Global Proxy Voting and Engagement Principles
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer to make an offer, or to reduce the likelihood of a successful offer. We do not support proposals that reduce shareholders rights, entrench management, or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
We consider the boards responsibility to include identifying 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 our analysis of executive compensation; we believe 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, we consider factors such as adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also consider executive compensation practices when re-electing members of the remuneration committee.
We recognize that compensation policies and practices are unique from market to market; often there are 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
General/Routine
Although we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight and input into management decisions that may affect a companys value. We support 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 our fixed income stewardship program are:
Proxy Voting:
While matters that arise 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 |
| Approving spin-off/absorption proposals |
Given the nature of the items that arise for vote at bondholder meetings, we take a case-by-case approach to voting bondholder resolutions. Where necessary, we 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:
We recognize 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, we 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.
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Global Proxy Voting and Engagement Principles
Securities on Loan
For funds in which we act as trustee, we may recall securities in instances where we believe that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, we must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, we do not receive timely notice, and we are unable to recall the shares on or before the record date. Second, State Street Global Advisors may exercise its discretion and recall shares if it believes that the benefit of voting shares will outweigh the foregone lending income. This determination requires State Street Global Advisors, with the information available at the time, to form judgments about events or outcomes that are difficult
to quantify. Given our expertise and vast experience, 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 State Street Global Advisors relationship manager.
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These Global Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-6 | © 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
2019 State Street Global Advisors Conflict Mitigation Guidelines
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, 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 1 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 State Street Global Advisors proxy voting and engagement activities.
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2019 State Street Global Advisors Conflict Mitigation Guidelines
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors has policies and procedures designed to prevent undue influence on State Street Global Advisors voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation, State Street Global Advisors, State Street Global Advisors affiliates, State Street Global Advisors Funds or State Street Global Advisors Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of State Street Global Advisors 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 State Street Corporation or State Street Global Advisors 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 State Street Global Advisors Asset Stewardship team from disclosing State Street Global Advisors 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 State Street Global Advisors 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 State Street Global Advisors pooled funds, where State Street Global Advisors acts as trustee, may hold shares in State Street Corporation or other State Street Global Advisors affiliated entities, such as mutual funds affiliated with State Street Global Advisors Funds Management, Inc. In general, State Street Global Advisors will outsource any voting decision relating to a shareholder meeting of State Street Corporation or other State Street Global Advisors affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon State Street Global Advisors 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) State Street Global Advisors 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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These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors
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2019 State Street Global Advisors Conflict Mitigation Guidelines
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State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. T: +971 2 245 9000. 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, Chaussée 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 authorized 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15 -38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4-4372800. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. 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, authorized and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 62,350,000, 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. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorized 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 Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 33 95 6000. F: 020 3395 6350. United States: State Street Global Advisors, One Iron Street, Boston MA 02210. T: +1 617 786 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.
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
Overview
Our primary fiduciary obligation to our clients is to maximize the long-term returns of their investments. It is our view that material environmental and social (sustainability) issues can both create risk as well as generate long-term value in our portfolios. This philosophy provides the foundation for our value-based approach to Asset Stewardship.
We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio.
Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. Engagements are often multi- year exercises. We share our views of key topics and also seek to understand the disclosure and practices of issuers. We leverage our long-term relationship with companies to effect change. Voting on sustainability issues is mainly driven through shareholder proposals. However, we may take voting action against directors even in the absence of shareholder proposals for unaddressed concerns pertaining to sustainability matters.
In this document we provide additional transparency into our approach to engagement and voting on sustainability- related matters.
Our Approach to Assessing Materiality and Relevance of Sustainability Issues
While we believe that sustainability-related factors can expose potential investment risks as well as drive long-term value creation, the materiality of specific sustainability issues varies from industry to industry and company by company. With this in mind, we leverage several distinct frameworks as well as additional resources to inform our views on the materiality of a sustainability issue at a given company including:
| The Sustainability Accounting Standards Board (SASB) Materiality Map |
| The Task Force on Climate-related Financial Disclosures (TCFD) Framework |
| Disclosure expectations in a companys given regulatory environment |
| Market expectations for the sector and industry |
| Other existing third party frameworks, such as the CDP (formally the Carbon Disclosure Project) |
| Our proprietary R-Factor 1 score |
We expect companies to disclose information regarding their approach to identifying material sustainability-related risks and the management policies and practices in place to address such issues. We support efforts by companies to demonstrate the ways in which sustainability is incorporated into operations, business activities, and most importantly, long-term business strategy.
Approach to Engagement on Sustainability Issues
State Street Global Advisors holds more than 12,000 listed equities across its global portfolios. The success of our engagement process is due to our ability to prioritize and optimally allocate resources. Our approach is driven by:
1) Proprietary Screens
We have developed proprietary in-house sustainability screens to help identify companies for proactive engagement. These screens leverage our proprietary R-Factor score to identify sector and industry outliers for engagement and voting on sustainability issues.
2) Thematic Prioritization
As part of our annual stewardship planning process we identify thematic sustainability priorities that will be addressed during most engagement meetings. We develop our priorities based upon several factors, including client feedback, emerging sustainability trends, developing macroeconomic conditions, and evolving regulations. These engagements not only inform our voting decisions but also allow us to monitor improvement over time and to contribute to our evolving perspectives on priority areas. Insights from these engagements are shared with clients through our publicly available Annual Stewardship Report.
Voting on Sustainability Proposals
Historically, shareholder proposals addressing sustainability-related topics have been most common in the U.S. and Japanese markets. However, we have observed such proposals being filed in additional markets, including Australia, the UK, and continental Europe.
Agnostic of market, sustainability-related shareholder proposals address diverse topics and typically ask companies to either improve sustainability-related disclosure or enhance their practices. Common topics for sustainability-related shareholder proposals include:
| Climate-related issues |
| Sustainable practices |
| Gender equity |
| Campaign contributions and lobbying |
| Labor and human rights |
| Animal welfare |
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
We take a case-by-case approach to voting on shareholder proposals related to sustainability topics and consider the following when reaching a final vote decision:
| The materiality of the sustainability topic in the proposal to the companys business and sector (see Our Approach to Assessing Materiality and Relevance of Sustainability Issues above) |
| The content and intent of the proposal |
| Whether the adoption of such a proposal would promote long-term shareholder value in the context of the companys disclosure and practices |
| The level of board involvement in the oversight of the companys sustainability practices |
| Quality of engagement and responsiveness to our feedback |
| Binding nature of proposal or prescriptiveness of proposal |
Vote Options for Sustainability- Related Proposals
| State Street Global Advisors votes For (support for proposal) if the issue is material and the company has poor disclosure and/or practices relative to our expectations. |
| State Street Global Advisors votes Abstain (some reservations) if the issue is material and the companys disclosure and/or practices could be improved relative to our expectations. |
| State Street Global Advisors votes Against (no support for proposal) if the issue is non-material and/or the companys disclosure and/or practices meet our expectations. |
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State Street Global Advisors proprietary scoring model, which aligns with SASBs materiality map. |
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State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
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March 2019
Proxy Voting and Engagement Guidelines
North America
(United States & Canada)
State Street Global Advisors North America Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation Guidance.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors North America Proxy Voting and Engagement Guidelines address areas, including board structure, director tenure, audit related issues, capital structure, executive compensation, as well as 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 we believe are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research about corporate governance issues in North America, we expect all companies to act in a transparent manner and to 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), we proactively monitor companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply-or-explain expectations established by the principles, we encourage 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, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and various other investment teams, collaborating on issuer engagements and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors, with a balance of skills, expertise, and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect 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 the director nominee to support, we consider numerous factors.
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Proxy Voting and Engagement Guidelines
Director Elections
Our 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 we consider when evaluating governance practices include, but are not limited to the following:
| Shareholder rights |
| Board independence |
| Board structure |
If a company demonstrates appropriate governance practices, we believe a director should be classified as independent based upon 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, we 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, State Street Global Advisors believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based upon 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? |
| Has the nominee received non-board related compensation from the issuer? |
In the US 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, we 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, we may withhold votes from directors based on the following:
| Overall average board tenure is excessive. In assessing excessive tenure, we give consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures |
| 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 that received a majority shareholder support at the last annual or special meeting |
| Consideration can be warranted 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 our 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 |
| Directors who appear to have been remiss in their duties |
Director Related Proposals
We generally vote 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 in order to remove directors with or without cause |
| Proposals that permit shareholders to elect directors to fill board vacancies |
| 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 |
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Proxy Voting and Engagement Guidelines
We generally vote 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 |
| Proposals requiring two candidates per board seat |
Majority Voting
We will generally support a majority vote standard based on votes cast for the election of directors.
We will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or to repeal certain provisions.
Annual Elections
We generally support 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 the existence of a shareholder rights plan.
Cumulative Voting
We do not support cumulative voting structures for the election of directors.
Separation Chair/CEO
We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including 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, we believe that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. We will consider proposals relating to proxy access on a case-by-case basis. We 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.
We 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 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 |
| Board performance |
Age/Term Limits
Generally, we 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, we will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, we support 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
We generally support annual elections for the board of directors.
Confidential Voting
We will support confidential voting.
Board Size
We 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
We support 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. We deem 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. We will also support the disclosure of auditor and consulting relationships when the same or related
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Proxy Voting and Engagement Guidelines
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.
We will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 2
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, we support requests that are not unreasonably dilutive or enhance the rights of common shareholders. 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, we support share increases for general corporate purposes up to 100% of current authorized stock.
We support 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, we will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
We vote on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, we 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.
We will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, we 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
We 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, we 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.
However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or the reorganization of 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.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
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Proxy Voting and Engagement Guidelines
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or to 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 We will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, we will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
We 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 nor 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 We analyze proposals for shareholder approval of a shareholder rights plan (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.
Special Meetings
We 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 |
| 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 |
We 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 |
We will vote for management proposals related to special meetings.
Written Consent
We 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 |
| 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 |
| The company has a poor governance profile |
We will vote management proposals on written consent on a case-by-case basis.
SuperMajority
We will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. We 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, the terms of the plan should be 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 that benefit participants only when the shareholders also benefit are those most likely to be supported.
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Advisory Vote on Executive Compensation and Frequency
State Street Global Advisors 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. We support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. We seek adequate disclosure of various 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, we will rely primarily upon engagement to evaluate compensation plans.
Employee Equity Award Plans
We consider numerous criteria when examining equity award proposals. Generally we do 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. We review that number in light of certain factors, such as 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.
Repricing We 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 |
| The period of time covered by the plan |
There are numerous factors that we view as negative. If combined they may result in a vote against a proposal. Factors include:
| 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 |
| Excessive compensation (i.e. compensation plans which we deem 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 will not have any such repurchase plan factored into the dilution calculation if they do not (i) clearly state the intentions of any proposed share buy-back plan, (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..
162(m) Plan Amendments If a plan would not normally meet our criteria described above, but was primarily amended to add specific performance criteria to be used with awards that were designed to qualify for performance- based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then we will support the proposal to amend the plan.
Employee Stock Option Plans
We generally vote for stock purchase plans with an exercise price of not less than 85% of fair market value. However, we take market practice into consideration.
Compensation Related Items
We generally support the following proposals:
| Expansions to reporting of financial or compensation- related information within reason |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee |
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Proxy Voting and Engagement Guidelines
We generally vote against the following proposal:
| Retirement bonuses for non-executive directors and auditors |
Miscellaneous/Routine Items
We generally support 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 |
| 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 |
| Exclusive forum provisions |
State Street Global Advisors generally does not support the following miscellaneous/routine governance items:
| Proposals requesting 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 |
| 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
2 |
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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ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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.
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March 2019
Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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, we consider market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines, and corporate governance codes. We may hold companies in such markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in Australia and New Zealand, we expect all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we 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.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) investment teams, collaborating on issuer engagement and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
State Street Global Advisors 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
State Street Global Advisors 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. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. We expect boards of ASX 300 and New Zealand listed companies to be comprised of at least a majority of independent directors. At all other Australian listed companies, we expect boards to be comprised of at least one-third independent directors. Further, we expect boards of ASX 300 listed companies to have at least one female board member.
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Our 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 |
| Family ties with any of the companys advisers, directors, or senior employees |
When considering the election or re-election of a director, we also consider the number of outside board director-ships that a non-executive and an executive may undertake and attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance-related pay, cross-directorships, significant shareholdings, and tenure. We support the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While we are generally supportive of having the roles of chairman and CEO separated in the Australian and New Zealand markets, we assess 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, we will monitor for circumstances in which a combined chairman/CEO is appointed or where a former CEO becomes chairman.
We may also consider board performance and directors who appear to be remiss in the performance of their oversight responsibilities when analyzing their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
We believe 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, and 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. We hold Australian and New Zealand companies to our global standards for developed financial markets by requiring that all members of the audit committee be independent directors.
In our analysis of boards, we consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We may vote against the re-election of members of the nomination committee if the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. We believe that executive pay should be determined by the board of directors. We expect 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, we believe that the vote provides investors a mechanism to address concerns they may have on the quality of oversight provided by the board on remuneration issues. Accordingly our voting guidelines accommodate local market practice.
Indemnification and limitations on liability
Generally, State Street Global Advisors 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 independent non-executive directors designated as members.
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Appointment of External Auditors
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we will take into consideration the level of detail in company disclosures. We will generally not support resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, we 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, we 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, to grow, and toachieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the returns and to ensure capital is deployed efficiently. State Street Global Advisors 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, we may vote against if such authorities are greater than 20% of the issued share capital. We 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
We generally support proposals 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. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation. We may also vote
against if the payout is excessive given the companys financial position. Particular attention will be warranted when the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganization of the company structure 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 financially sound or are thought to be destructive to shareholders rights are not supported. We will generally support transactions that maximize shareholder value. Some of the considerations include:
| 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose anti-takeover defenses, such as authorities for the board to issue warrants convertible into shares to existing shareholders during a hostile takeover.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides State Street Global Advisors analysis of executive pay; there 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, we consider various
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Proxy Voting and Engagement Guidelines
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. State Street Global Advisors may oppose remuneration reports in which there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
We 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. Generally, we do not support options under such plans being issued at a discount to market price nor plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities that seek shareholder approval for non-executive directors fees generally are not controversial. We generally support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by other comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
State Street Global Advisors 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. We allow boards to have discretion over the ways in which they provide oversight in this area. However, we expect
companies to disclose ways in which 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 that evolve in tandem with the political and economic landscape or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
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ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisorss express written consent.
State Street Global Advisors | C-27 |
© 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors European Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors Proxy Voting and Engagement Guidelines in European markets address areas, such as 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 to 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, we consider market-specific nuances in the manner that we believe will most likely protect and promote the long-term financial value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country-specific best practice guidelines and corporate governance codes. We may hold companies in some markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in European companies, we also consider guidance issued by the European Commission and country-specific governance codes. We proactively monitor companies adherence to applicable guidance and requirements. Consistent with the diverse comply-or-explain expectations established by guidance and codes, we encourage companies to proactively disclose their level of compliance with applicable provisions and requirements. In cases of non-compliance, when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Europe, Middle East, and Africa (EMEA) investment teams, collaborating on issuer engagement and providing input on company-specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
State Street Global Advisors is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing; thus we are working to further integrate ESG principles into investment and corporate governance practices where applicable and consistent with our fiduciary duty.
Directors and Boards
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe 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 we expect boards of STOXX Europe 600 listed companies to have at least one female board member.
Our 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 the 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 |
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While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem nonindependent if overall board independence is below one-third or if overall independence level is below 50% after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. We also assess the division of responsibilities between chairman and CEO on a case-by- case basis, giving consideration to factors, such as overall level of independence on the board and general corporate governance standards in the company. We 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, we also consider the number of outside board directorships a non-executive holds, attendance at board meetings, and cross-directorships. In addition, we 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 favor of the annual election of directors, we recognize that director terms vary considerably in different European markets. We may vote against article/bylaw changes that seek to extend director terms. In addition, we may vote against directors if their terms extend beyond four years in certain markets.
We believe 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, and assessing effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight of executive pay. We may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, we consider 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, we may vote against the entire slate.
We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law if a director has not acted in bad faith, with gross negligence, or with 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
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appoint them at the annual meeting. When appointing external auditors and approving audit fees, we consider the level of detail in company disclosures; we 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, we 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. We may consider auditor tenure when evaluating the audit process in certain circumstances.
Limit Legal Liability of External Auditors
We generally oppose 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. State Street Global Advisors supports the one share one vote policy and favors a share structure
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Proxy Voting and Engagement Guidelines
where all shares have equal voting rights. We believe pre-emption rights should be introduced for shareholders in order to provide adequate protection from excessive dilution from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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. We support 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, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support 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 disapplying pre-emption rights, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we oppose capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
We typically support proposals to repurchase shares; however, there are exceptions in some cases. We do not support repurchases in cases if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which the company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 to cases in which the payment may damage the companys long-term financial health.
Related-Party Transactions
Some 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, we expect companies to provide details of the transaction, such as the nature, the value, and the purpose of such a transaction. We also encourage independent directors to ratify such transactions. Further we encourage 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 restructurings often involve proposals relating to reincorporation, restructurings, mergers, liquidation, and other major changes to the corporation. Proposals will be supported if they are in the best interests of the shareholders, which is demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general provisions that are not viewed as financially sound or are thought to be destructive to shareholders rights are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
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We 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 |
| The current market price of the security exceeds the bid price at the time of voting. |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses, with legal restrictions lacking in some markets. We support the one-share, one-vote policy. For example, dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. We oppose unlimited share issuance authorizations because they can be used as antitakeover devices. They have the potential for substantial voting and earnings dilution. We also monitor the duration of time for authorities to issue shares, as well as whether there are restrictions and caps on multiple issuance authorities during the specified time periods. We oppose antitakeover 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 various types of plans and awards , there is a simple underlying philosophy that guides our analysis of executive pay; there 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, we consider factors such as adequate disclosure of 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
We may not support proposals regarding equity-based incentive plans where insufficient information is provided on matters, including grant limits, performance metrics, performance and vesting periods, and overall dilution. Generally we do not support options under such plans being issued at a discount to market price or plans that allow for retesting of performance metrics.
NonExecutive Director Pay
In European markets, proposals seeking shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
We believe 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. We allow boards discretion regarding the ways in which they provide oversight in this area. However, we expect companies to disclose how the board provides oversight on its risk management system and risk identification. 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
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Proxy Voting and Engagement Guidelines
sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-33 | © 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Japan
State Street Global Advisors Japan Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with State Street Global Advisors overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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, State Street Global Advisors 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, State Street Global Advisors expects Japanese companies to address conflicts of interest and risk management and to demonstrate an effective process for monitoring management. In our analysis and research regarding corporate governance issues in Japan, we expect all companies at a minimum to comply with Japans Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we may vote against the board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) Investment teams; the teams collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors with a balance of skills, expertise, and independence, provides the foundation for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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 that are necessary to protect shareholder interests. Further we expect 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 a board level audit committee. We 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 voting rights at the board; however,
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they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
State Street Global Advisors will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on our 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 wrong doing, and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors; however, we believe there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| We believe 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, we may oppose the board leader who is responsible for the director nomination process. |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, we may oppose the board leader 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, State Street Global Advisors may oppose the board leader, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, we also take into consideration the overall independence level of the committees. In determining director independence, we consider the following factors:
| Participation in related-party transactions and other business relations with the company |
| Past employment with the company |
| Professional services provided to the company |
| Family ties with the company |
Regardless of board structure, we may oppose the election of a director for the following reasons:
| Failure to attend board meetings |
| In instances of egregious actions related to a directors service on the board |
Indemnification and Limitations on Liability
Generally, State Street Global Advisors 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. We believe limitations and indemnification are necessary to attract and retain qualified directors.
Audit-Related Items
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should have the opportunity to vote on the appointment of the auditor at the annual meeting.
Ratifying External Auditors
We 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.
Limiting Legal Liability of External Auditors
We generally oppose 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
State Street Global Advisors supports the one share one vote policy and favors a share structure where all shares have equal voting rights. We support proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
We believe pre-emption rights should be introduced for shareholders. This can provide adequate protection from excessive dilution due to the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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.
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However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
We generally support increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, we may oppose the request if the increase in authorized capital exceeds 100% of the currently authorized capital. Where share issuance requests exceed our standard threshold, we will consider the nature of the specific need, such as mergers, acquisitions and stock splits.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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. We will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. We believe 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.
We generally support proposals 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. We 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. We will support proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general, provisions that are deemed to be destructive to shareholders rights or financially detrimental are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| Offers in which the current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
In general, State Street Global Advisors 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. It may also 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), we consider the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in advance of meeting, (ii) minimum trigger of over 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, and (vii) lack of protective or entrenchment features. Additionally, we consider the length of time that a shareholder rights plan has been in effect.
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In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, we 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. State Street Global Advisors, 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.
Adjustments 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. We will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. We may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
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, we believe that existing shareholder approval of the bonus should be considered best practice. As a result, we support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Retirement Bonuses for Directors/Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based upon 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, we support these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Stock Plans
Most option plans in Japan are conservative, particularly at large companies. Japanese 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, we cannot calculate the dilution level and, therefore, we may oppose such plans for poor disclosure. We also oppose 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. We evaluate 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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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, State Street Global Advisors views proposals that expand and diversify the companys business activities as routine and non-contentious. We will monitor instances in which there has been an inappropriate acquisition and diversification away from the companys main area of competence that 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 State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc.is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
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State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
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March 2019
Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors, United Kingdom and Ireland Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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 a board of directors is to preserve and enhance shareholder value and to protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management, and 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 identify that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines, we may hold companies in such markets to our global standards.
In our analysis and research into corporate governance issues in the UK and Ireland, we expect 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 monitor companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, we encourage companies to proactively disclose their level of compliance with the Code. In instances of non-compliance in which companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 Europe, Middle East, and Africa (EMEA) Investment teams. We collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
State Street Global Advisors 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
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect boards of FTSE 350 listed companies to have at least one female board member.
Our broad criteria for director independence for 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 |
| If the company classifies the director as non-independent |
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When considering the election or re-election of a director, we also consider the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. We support the annual election of directors.
While we are generally supportive of having the roles of chairman and CEO separated in the UK market, we assess 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 we monitor for circumstances in which a combined chairman/CEO is appointed or a former CEO becomes chairman.
We 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).
We believe 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, the appointment of external auditors, auditor qualifications and independence, and effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight over executive pay. We will vote against nominees who are executive members of audit or remuneration committees.
We consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law. This holds if a director has not acted in bad faith, gross negligence, nor 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
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we 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, we 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, we may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
We generally oppose limiting the legal liability of audit firms because we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital-Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is essential to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
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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, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek 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
We generally support a proposal to repurchase shares. However, this is not the case if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 financially sound or are thought to be destructive to shareholders rights and are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock |
| Offers in which we believe there is a reasonable prospect for an enhanced bid or other bidders |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose 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 our analysis of executive pay, There 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 policies and reports, we consider adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices or if the company has not been responsive to shareholder concerns.
Equity Incentive Plans
We may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance, vesting periods, and overall dilution. Generally we do not 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 that seek shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance related pay to non-executive directors on a company- by- company basis.
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Proxy Voting and Engagement Guidelines
Risk Management
State Street Global Advisors 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 of the risk management process established by senior executives at a company. We allow boards discretion over how they provide oversight in this area. We expect companies to disclose how the board provides oversight on its risk management system and risk identification. Boards should also review existing and emerging risks as they can evolve with a changing political and economic landscape or as companies diversify their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify
companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors |
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Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-45 | © 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Rest of the World
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
C-46
Proxy Voting and Engagement Guidelines
At State Street Global Advisors, we recognize that countries in international markets that are not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. We also evaluate the various factors that contribute to 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. This guidance pertains to international markets not covered under specific country/regional guidelines, specifically emerging markets. 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, our proxy voting guidelines are designed to identify and to address specific governance concerns in each market.
State Street Global Advisors Proxy Voting and Engagement Philosophy in Emerging Markets
State Street Global Advisors 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. The overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country. Thus improving the macro governance framework in a country may help to reduce governance risks and to increasethe overall value of our holdings over time. In order to improve the overall governance framework and practices in a country, members of our Asset Stewardship team endeavor to engage with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. We are 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 State Street Global Advisors Asset Stewardship Team works alongside members of the Active Fundamental and emerging market specialists 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 our proxy voting and engagement philosophy in emerging markets.
Our proxy voting guidelines in emerging markets address six broad areas:
| Directors and Boards |
| Accounting and Audit Related Issues |
| Shareholder Rights and Capital Related Issues |
| Remuneration |
| Environmental and Social Issues |
| General/Routine Issues |
Directors and Boards
We believe that a well constituted board of directors with a balance of skills, expertise, and independence provides the foundation 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, render the election of directors as one of the most important fiduciary duties we perform in emerging market companies.
We vote 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. We expect companies to meet minimum overall board independence standards as defined in a corporate governance code or market practice. Therfore, in several countries, we will vote against select non-independent directors if overall board independence levels do not meet market standards.
Our 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 |
| Attendance levels |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, we believe companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company and appointing external auditors. It should also monitor their qualifications, independence,effectiveness, and resource levels. Based upon our desire to enhance the quality of financial and accounting oversight provided by independent directors, we expect that listed companies have an audit committee that is constituted of a majority of independent directors.
State Street Global Advisors | C-47 |
Proxy Voting and Engagement Guidelines
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 upon financial statements. We believe that audit committees provide the necessary oversight for the selection and appointment of auditors, the companys internal controls, and the accounting policies, and the overall audit process. In emerging markets, we encourage boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. We believe that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital-Related Issues
State Street Global Advisors 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. We believe the company should have a business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transactions
Most companies in emerging markets have a controlled ownership structure that often includes 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, we expect companies to provide details about the transaction, such as its nature, value, and purpose. This also encourages independent directors to ratify such transactions. Further we encourage 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, we expect companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganization of 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 financially sound or are thought to be destructive to shareholders rights are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
We will actively seek direct dialogue with the board and management of companies that 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 State Street Global Advisors to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
State Street Global Advisors | C-48 |
Proxy Voting and Engagement Guidelines
Remuneration
We consider it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the potential awards, there is a simple underlying philosophy that guides our 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, we support 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships
with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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, our guidelines consider several factors, such as historical dividend payouts, pending litigation, governmental investigations, charges of fraud, or other indication of significant concerns.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors | C-49 |
Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-50 |
© 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2019
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 I | (SSBFX ) | |
Class K | (SSBHX ) | |
STATE STREET TARGET RETIREMENT 2020 FUND | ||
Class I | (SSBNX ) | |
Class K | (SSBOX ) |
1
Fund |
TICKER |
|
STATE STREET TARGET RETIREMENT 2025 FUND | ||
Class I | (SSBRX ) | |
Class K | (SSBSX ) | |
STATE STREET TARGET RETIREMENT 2030 FUND | ||
Class I | (SSBWX ) | |
Class K | (SSBYX ) | |
STATE STREET TARGET RETIREMENT 2035 FUND | ||
Class I | (SSCJX ) | |
Class K | (SSCKX ) | |
STATE STREET TARGET RETIREMENT 2040 FUND | ||
Class I | (SSCNX ) | |
Class K | (SSCQX ) | |
STATE STREET TARGET RETIREMENT 2045 FUND | ||
Class I | (SSDDX ) | |
Class K | (SSDEX ) | |
STATE STREET TARGET RETIREMENT 2050 FUND | ||
Class I | (SSDJX ) | |
Class K | (SSDLX ) | |
STATE STREET TARGET RETIREMENT 2055 FUND | ||
Class I | (SSDOX ) | |
Class K | (SSDQX ) | |
STATE STREET TARGET RETIREMENT 2060 FUND | ||
Class I | (SSDWX ) | |
Class K | (SSDYX ) | |
STATE STREET TARGET RETIREMENT FUND | ||
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 DEFENSIVE GLOBAL EQUITY FUND (Formerly, State Street Disciplined Global Equity Fund) | ||
Class A | (SSGGX ) | |
Class I | (SSGMX ) | |
Class K | (SSGKX ) | |
STATE STREET INTERNATIONAL VALUE SPOTLIGHT FUND | ||
Class A | ( ) | |
Class I | ( ) | |
Class K | (SIVSX ) |
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2019, 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, 2018, 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 | ||||
6 | ||||
7 | ||||
30 | ||||
44 | ||||
45 | ||||
55 | ||||
66 | ||||
68 | ||||
71 | ||||
72 | ||||
72 | ||||
84 | ||||
84 | ||||
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 Ultra Short Term Bond Fund; |
|
State Street Ultra Short Term Bond Portfolio; and |
|
State Street Defensive Global Equity Fund (the Defensive Global Equity Fund). |
The Trust includes the following non-diversified series:
|
State Street International Value Spotlight Fund (the International Value Spotlight Fund). |
|
State Street China Equity Select 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,
5
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 Defensive Global Equity Fund and the International 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.
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)* | |
Defensive Global Equity Fund | State Street Defensive Global Equity Portfolio (Defensive Global Equity Portfolio) (formerly, State Street 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.
Effective January 22, 2019, the State Street Disciplined Global Equity Fund changed its name to State Street Defensive Global Equity Fund.
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 and exchange-traded 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.
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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 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 cash or 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.
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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 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
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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 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.
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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.
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.
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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.
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 and time deposits, respectively, 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
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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.
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
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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 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.
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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 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
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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.
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.
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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.
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.
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 to certain creditworthy borrowers in U.S. and non-U.S. markets in an amount not to exceed 40% of the value of its net assets. The borrowers provide collateral that is marked to market daily in an amount at least equal to the current market value of the securities loaned. A Fund may terminate a loan at any time and obtain the securities loaned. A Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities. A Fund cannot vote proxies for securities on loan, but may recall loans to vote proxies if a material issue affecting the Funds economic interest in the investment is to be voted upon. Efforts to recall such securities promptly may be unsuccessful, especially for foreign securities or thinly traded securities, and may involve expenses to a Fund. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income.
With respect to loans that are collateralized by cash, the borrower typically will be entitled to receive a fee based on the amount of cash collateral. A Fund is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain high quality short-term instruments either directly on behalf of the lending Fund or through one or more joint accounts or funds, which may include those managed by the Adviser. A Fund could lose money due to a decline in the value of collateral provided for loaned securities or any investments made with cash collateral. Certain non-cash collateral or investments made with cash collateral may have a greater risk of loss than other non-cash collateral or investments.
A Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board of Trustees of the Trust (the Board) who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent provides 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) causing the delivery of loaned securities from a Fund to borrowers; (iii) monitoring the value of loaned securities, the value of collateral received, and other lending parameters; (iv) seeking additional collateral, as necessary, from borrowers; (v) 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; (vi) returning collateral to borrowers; (vii) facilitating substitute dividend, interest, and other distribution payments to the Funds from borrowers; (viii) 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; (ix) selecting securities, including amounts (percentages), to be loaned; (x) recordkeeping and accounting servicing; and (xi) arranging for return of loaned securities to the Fund in accordance with the terms of the Securities Lending Authorization Agreement. State Street Bank and Trust Company (State Street), an affiliate of the Trust, has been approved by the Board to serve as securities lending agent for each Fund and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the SEC under Sections 17(a), 17(d) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust, to invest the cash collateral received from loan transactions in an affiliated cash collateral fund and to receive a fee based on a share of the revenue generated from such transactions.
Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process especially so in certain international markets such as Taiwan), gap risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), risk of loss of collateral, credit, legal, counterparty and market risk. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay in receiving collateral (or the proceeds of its liquidation) or in recovering the loaned securities. In the event a borrower does not return a Funds securities as agreed, the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. Although State Street has agreed to provide a Fund with indemnification in the event of a borrower default, a Fund is still exposed to the risk of losses in the event a borrower does not return a Funds securities as agreed. For example, delays in recovery of lent securities may cause a Fund to lose the opportunity to sell the securities at a desirable price with guaranteed delivery provisions.
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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.
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 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.
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.
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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.
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.
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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.
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
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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
In addition to the mortgage related securities discussed above, 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, or as long-term investments.
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
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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, other financial institutions, such as broker-dealers, and other institutional counterparties. 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. 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, which are a form of borrowing. 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 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.
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.
Special Risk Considerations of Investing in China.
Certain Funds may invest in securities of Chinese issuers. Investing in securities of Chinese issuers, including by investing in A Shares, involves certain risks and considerations not typically associated with investing in securities of U.S. issuers, including, among others, (i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers, resulting in a lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets, whether such intervention will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations on
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the use of brokers, (vii) potentially higher rates of inflation, (viii) the unavailability of consistently-reliable economic data, (ix) the relatively small size and absence of operating history of many Chinese companies, (x) accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be available, (xi) greater political, economic, social, legal and tax-related uncertainty, (xii) higher market volatility caused by any potential regional territorial conflicts or natural disasters, (xiii) higher dependence on exports and international trade, (xiv) the risk of increased trade tariffs, embargoes and other trade limitations, (xv) restrictions on foreign ownership, and (xvi) custody risks associated with investing through programs to access Chinese securities. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.
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, widely recognized market rates, which are typically set once a day. 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.
Many financial instruments use or may use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on a Fund or the financial instruments in which a Fund invests cannot yet be determined. The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.
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, 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.
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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 Hedged International Developed Equity Index Fund and International 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 and the Defensive Global 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 Defensive Global Equity Fund and the International 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 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 the Defensive Global Equity Fund :
|
At least 90% of the Funds net assets will be invested in publically traded equity securities |
For the Target Retirement Funds (subject to each Funds respective glide path allocations):
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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. |
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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. |
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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. |
27
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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 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,
28
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 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 monthly holdings report on Form N-PORT, with every third month made available to the public by the SEC 60 days after the end of the Portfolios fiscal quarter. You can find SEC filings on the SECs website, 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.
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.
29
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. Ross and Taber, the Trustees listed below are also Trustees of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., 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-Chairperson of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). |
71 | 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. |
30
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-Chairperson 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 2009-2019, Independent Director, SSGA Qualified Funds PLC. | 71 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013-Present). | |||||
John R. Costantino c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairperson of the Qualified Legal Compliance Committee |
Term: Indefinite Elected: 12/18 | Managing General Partner, NGN Capital LLC (2006 present); and Managing Director, Vice President of Walden Capital Management (1996 present); | 71 |
Director of Kleinfeld Bridal Corp. (March 2016 present); Trustee of Neuroscience Research Institute (1986 present); Trustee of Fordham University (1989 1995 and 2001 2007) and Trustee Emeritus (2007 present);Trustee of GE Funds (1993 February 2011); Director of Artes Medical (2006 2008); and Trustee of Gregorian University Foundation (1992 2007). |
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 |
|||||
Donna M. Rapaccioli c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1962 |
Trustee and Co-Chairperson of the Audit Committee |
Term: Indefinite Elected: 12/18 | Dean of the Gabelli School of Business (2007 present) and Accounting Professor (1987 present) at Fordham University. | 71 |
Trustee of Emmanuel College (2010 present); Director- Graduate Management Admissions Council (2015 present) |
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Richard D. Shirk c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1945 |
Trustee and Co-Chairperson 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). | 71 | 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-Chairperson of the Audit Committee, Co-Chairperson of the Nominating Committee and Co-Chairperson 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). |
71 |
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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-Chairperson of the Valuation Committee, Co-Chairperson of the Nominating Committee, and Co-Chairperson 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). |
53 | None | |||||
Michael A. Jessee c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairperson of the Valuation Committee |
Term: Indefinite Appointed: 7/16 Elected: 12/18 |
Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 2009); Trustee, Randolph-Macon College (2004 2016). | 71 | None | |||||
INTERESTED TRUSTEES (1) | ||||||||||
Ellen M. Needham (2) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
Trustee and President | Term: Indefinite Elected: 12/18 | 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).* | 71 | None | |||||
James E. Ross (3) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Trustee |
Term: Indefinite Appointed: 2/07 Elected: 12/18 |
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 (2013April 2017); President, SSGA Funds Management, Inc. (2005 2012); Principal, State Street Global Advisors (2000-2005). |
189 | SSGA SPDR ETFs Europe I plc (Director) (November 2016 present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 present). |
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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) |
The individuals listed below are Trustees who are interested persons, as defined in the 1940 Act, of the Trusts (Interested Trustees). |
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(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
(3) |
Mr. Ross is an Interested Trustee because of his employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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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 |
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OFFICERS: | ||||||
Ellen M. Needham SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
President, Trustee |
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 State Street Global Advisors and SSGA Funds Management, Inc. (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. (June 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 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 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). |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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.
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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 48 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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Mr. Holland serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Costantino has over 30 years of private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years. Mr. Costantino is an attorney and a certified public accountant. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Ellen M. Needham: Ms. Needham is a Senior Managing Director of State Street Global Advisors; Head of Global Funds Management, and President of SSGA Funds Management, Inc. She serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, Ms. Needham is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. She has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989. Ms. Needham serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Ms. Spence serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Donna M. Rapaccioli: Ms. Rapaccioli has over 30 years of service as a full-time member of the business faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the executive MBA level. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, lectured on accounting and finance topics and consulted for numerous investment banks. Ms. Rapaccioli serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
James E. Ross: Mr. Ross is an experienced business executive with over 29 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 serves as a Trustee of the Navigator Trust, SSGA Funds, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc., 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.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 42 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
36
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 50 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Shirk serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 45 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. Mr. Taber also serves as a Trustee of the Navigator Trust.
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 42 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 23 years and possesses significant experience regarding the Trusts operations and history. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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, Nominating Committee and Qualified Legal 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, 2018, the Audit Committee held four meetings.
Each of the Governance Committee and the Nominating Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee and the Nominating Committee are 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, 2018, the Governance Committee held one meeting and Nominating 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, 2018, the Valuation Committee held four meetings.
The Qualified Legal 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, 2018, the QLCC held four meetings.
37
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, Ms. Rapaccioli and Ms. Spence serve as Co-Chairpersons of the Audit Committee, Mr. Costantino and Mr. Shirk serve as Co-Chairpersons of the QLCC, Mr. Jessee and Mr. Taber serve as Co-Chairpersons of the Valuation Committee, Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Nominating Committee. Ms. Needham and Mr. Ross, who are also employees of the Adviser, serves as Trustees of the Trust and Ms. Needham 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 Ms. Rapaccioli and Ms. Spence 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, 2018 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, 2018.
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 | ||
John R Costantino (1) |
None | None | ||
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 | ||
Donna M. Rapaccioli (1) |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustees |
||||
James E. Ross |
None | Over $100,000 | ||
Ellen M. Needham (1) |
None | None |
(1) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
Trustee Compensation
As of January 1, 2019, 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, the Navigator Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. a $195,000 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-Chairpersons receive an additional $50,000 annual retainer. The annual base retainer paid to
38
Mr. Taber is $164,000 in light of the fact that Mr. Taber does not serve as a member of the Board of Trustees of the Elfun Funds, and the Board of Directors of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. 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 are 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, 2018:
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 |
|
|||||||||||||||
Michael F. Holland |
$ | 109,882 | $ | 0 | $ | 0 | $ | 330,500 | ||||||||
William L. Marshall (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Patrick J. Riley |
$ | 110,816 | $ | 0 | $ | 0 | $ | 337,500 | ||||||||
Richard D. Shirk |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Rina K. Spence |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Bruce D. Taber |
$ | 87,202 | $ | 0 | $ | 0 | $ | 281,500 | ||||||||
Douglas T. Williams (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Michael A. Jessee |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
John R. Costantino (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||
Donna M. Rapaccioli (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 160,000 | ||||||||
NAME OF INTERESTED TRUSTEES |
|
|||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
(1) |
Messrs. Marshall and Williams retired as Trustees effective as of the close of business on December 18, 2018. |
(2) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
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 Defensive Global Equity Portfolio, in which the Defensive Global Equity Fund invests substantially all of its assets.
TRUSTEES
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND
LENGTH
OF
|
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST 5 YEARS |
|||||||||||
INDEPENDENT TRUSTEES |
||||||||||||||||
FRANK NESVET c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1943 |
Independent Trustee, Chairman, Trustee Committee Chair |
Term: Unlimited Served: since March 2011 |
Retired. | 125 | None. | |||||||||||
BONNY EUGENIA BOATMAN c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1950 |
Independent Trustee |
Term: Unlimited Served: since March 2011 |
Retired. | 125 | None. |
39
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
consultant since 2010; CEO and President, CFA
Institute (June 2014-
|
125 |
Affiliated
Managers Group, Inc. (Director). |
|||||
CARL G. VERBONCOEUR c/o SSGA Active Trust One Iron Street Boston, MA 02210 YOB: 1952 |
Independent Trustee, Audit Committee Chair |
Term: Unlimited Served: since March 2011 |
Self-employed
consultant since 2009. |
125 |
The Motley Fool
Funds Trust (Trustee). |
|||||
CLARE S. RICHER c/o SSGA Active Trust One Iron Street Boston, MA 02210 1958 |
Independent Trustee |
Term: Unlimited Served: since July 2018 |
Chief Financial
Officer, Putnam Investments LLC (December 2008 May 2017). |
125 |
Putnam
Acquisition
Financing
Inc.
Financing LLC
Limited (Director);
|
|||||
SANDRA G. SPONEM c/o SSGA Active Trust One Iron Street Boston, MA 02210 1958 |
Independent Trustee |
Term: Unlimited Served: since July 2018 |
Chief Financial
Officer, M.A. Mortenson Companies, Inc. (February 2007 April 2017). |
125 |
Guggenheim /
Rydex Funds
|
40
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S)
FUNDS |
TERM OF
OFFICE AND
|
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST 5 YEARS |
|||||
INTERESTED TRUSTEE | | | | | ||||||
JAMES E. ROSS* SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Interested Trustee |
Term: Unlimited 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
Management, Inc.
|
196 |
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 Fund Management, Inc. serves as investment adviser. |
* |
Mr. Ross is an Interested Trustee because of his employment with the Adviser and ownership interest in an affiliate of the Adviser. Mr. Ross previously served as an Interested Trustee from November 2005 to December 2009. |
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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 February 2015 |
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).** | |||
ESTEFANIA SALOMON State Street Bank and Trust Company 100 Summer Street, SUM0703 Boston, MA 02111 1983 |
Assistant Secretary |
Term: Unlimited Served: since May 2018 |
Assistant Vice President and Associate Counsel, State Street Bank and Trust Company (2018 present); Senior Compliance Consultant, AdvisorAssist, LLC (2017); Attorney, Commonwealth of Massachusetts, Securities Division (2014-2017). | |||
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).* |
42
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 |
|||
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). | |||
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 Compliance 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. |
43
Individual Trustee Qualifications SSGA Active Trust
The 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.
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 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, 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 Ms. Richer should serve as Trustee because of the experience she gained serving as the Chief Financial Officer of a large financial services and investment management company, her knowledge of the financial services industry and her experience serving on the board of a major educational institution. Ms. Richer was appointed to serve as Trustee of the Trust in July 2018.
The Board has concluded that Ms. Sponem should serve as Trustee because of the experience she gained serving as the Chief Financial Officer of a large financial services company, her knowledge of the financial services industry and her experience serving on the board of another investment company. Ms. Sponem was appointed to serve as Trustee of the Trust in July 2018.
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 .
44
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 18, 2019, 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.
As of April 18, 2019, 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 |
99.93 | % | ||
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 |
96.39 | % | ||
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 |
77.06 | % | ||
State Street Equity 500 Index Fund- Class A |
||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Lincoln St. Boston MA 02111-2900 |
93.01 | % | ||
State Street Equity 500 Index Fund- Class I |
||||
Wells Fargo Bank Na Fbo Mastercard Intl Deferral Plan PO Box 1533 Minneapolis MN 55480-1533 |
39.93 | % | ||
National Financial Services Corporation For the Exclusive Benefits of our Customers Attn: Mutual Funds 4th Floor 499 Washington Blvd. Jersey City, NJ 07310-2010 |
35.57 | % | ||
State Street Equity 500 Index Fund- Class K |
45
Name and Address |
Percentage | |||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Lincoln St. Boston MA 02111-2900 |
30.84 | % | ||
State Street Aggregate Bond Index Fund- Class A |
||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Lincoln St. Boston MA 02111-2900 |
97.65 | % | ||
State Street Aggregate Bond Index Fund- Class I |
||||
Asbestos Workers Local 6 Health & Welfare 303 Freeport Street Boston, MA 02122-3513 |
32.87 | % | ||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
39.28 | % | ||
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 Lincoln St. Boston MA02111-2900 |
73.29 | % | ||
State Street Global Equity ex-U.S. Index Fund- Class I |
||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
79.65 | % | ||
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 |
65.92 | % | ||
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 |
80.70 | % | ||
State Street Small/Mid Cap Equity Index Fund- Class A |
46
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Lincoln St. Boston MA 02111-2900 |
77.06 | % | ||
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 |
74.84 | % | ||
State Street Small/Mid Cap Equity Index Fund- Class K |
||||
Fiduciary Trust Co International Fbo Board Of Ttees Of West Palm Beach Police Pension Fund-Mutual Fund Po Box 3199 New York Ny 10017 |
30.37 | % | ||
National Financial Services Corporation For the Exclusive Benefits of our Customers Attn: Mutual Funds 4th Floor 499 Washington Blvd Jersey City, NJ 07310-2010 |
61.07 | % | ||
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 |
76.76 | % | ||
State Street Defensive Global Equity Fund (Formerly, State Street Disciplined Global Equity Fund- Class I |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Iron Street Boston, MA 02210 |
84.51 | % |
47
48
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
67.74 | % | ||
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 |
98.52 | % | ||
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 |
73.15 | % | ||
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 |
90.45 | % | ||
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 |
71.52 | % | ||
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 |
87.26 | % | ||
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 |
75.04 | % | ||
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 |
89.64 | % | ||
State Street Target Retirement 2045 Fund-Class K |
49
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
72.55 | % | ||
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 |
94.07 | % | ||
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 |
76.03 | % | ||
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 |
79.15 | % | ||
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 |
73.97 | % | ||
State Street Target Retirement 2060 Fund-Class I |
||||
SSGA Funds Mgmt Inc Attn Fund Services Team 1 Lincoln Street FL 22 Boston, MA 02111-2905 |
66.94 | % | ||
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 |
56.63 | % | ||
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 |
99.89 | % | ||
State Street Target Retirement Fund-Class K |
50
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 |
56.12 | % |
As of April 18, 2019, 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 Fund.
Name and Address |
Percentage |
|
State Street Equity 500 Index Fund- Class I |
||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
20.50% | |
State Street Equity 500 Index Fund- Class K |
||
Office Of Hawaiian Affairs 560 N Nimitz Hwy STE 200 Honolulu HI 96817-5330 |
5.31% | |
MAC & CO Attn: Mutual Fund Ops 500 Grant ST RM 151-1010 PO Box 3198 Pittsburgh, PA 15219-2502 |
5.17% | |
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 |
14.02% | |
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 |
19.57% | |
State Street Equity 500 Index Fund- Class Service |
||
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 |
22.94% | |
State Street Aggregate Bond Index Fund- Class I |
||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
5.49% | |
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
16.67% | |
State Street Aggregate Bond Index Fund- Class K |
51
Name and Address |
Percentage |
|
US Bank NA FBO Douglas County, Employees Retirement Trust Po Box 1787 Milwaukee WI 53201-1787 |
6.32% | |
State Street Aggregate Bond Index Fund- Class K |
||
Matrix Trust Company Trustee FBO PO Box 52129 Phoenix AZ 85072-212 |
6.37% | |
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
6.62% | |
MAC & CO Attn: Mutual Fund Ops 525 William Penn Place PO Box 3198 Pittsburgh, PA 15230-3198 |
11.23% | |
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 |
12.39% | |
Indian River Memorial Hospital Inc. 1000 36th Street Vero Beach, FL 32960-6592 |
15.90% | |
Office Of Hawaiian Affairs 560 N Nimitz Hwy Ste 200 Honolulu HI 96817-5330 |
22.09% | |
State Street Global Equity ex-U.S. Index Fund- Class A |
||
National Financial Services LLC 499 Washington Blvd NAL Financial Services LLC Jersey City NJ 07310-1995 |
6.14% | |
National Financial Services LLC 499 Washington Blvd NAL Financial Services LLC Jersey City NJ 07310-1995 |
6.25% | |
State Street Global Equity ex-U.S. Index Fund- Class I |
||
TD AmeriTrade Inc. FBO Our Clients Po Box 2226, Omaha NE 68103-2226 |
19.71% | |
State Street Global Equity ex-U.S. Index Fund- Class K |
||
Wells Fargo Bank NA FBO La Philharmonic Endowment Po Box 1533, Minneapolis MN 55480-1533 |
5.46% | |
Office of Hawaiian Affairs 560 North Nimitz Hwy STE 200 Honolulu HI 96817-5330 |
5.53% |
52
Olathe Medical Center Inc. 20333 W 151st st Olathe KS 66061-7211 |
5.97% | |
National Financial Services LLC 499 Washington Blvd NAL Financial Services LLC Jersey City NJ 07310-1995 |
9.89% | |
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 |
19.61% | |
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 |
18.43% | |
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 |
14.97% | |
State Street Target Retirement 2035- Class I Pershing LLC PO Box 2052 Jersey City NJ 07303-2052 |
5.82% | |
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 |
13.85% | |
State Street Target Retirement 2040 Fund-Class I |
||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
12.69% | |
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 |
12.08% | |
State Street Target Retirement 2045 Fund-Class I |
||
Mid Atlantic Trust Company fbo Blade Technologies Inc. 401(k) Profi 1251 Waterfront Place, Suite 525 Pittsburgh PA 15222-4228 |
8.27% | |
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
10.25% |
53
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 |
9.11% | |
State Street Target Retirement 2055 Fund-Class I |
||
SSGA Funds Mgmt Inc. Attn Fund Services Team 1 Lincoln St Fl 22 Boston MA 02111-2905 |
19.89% | |
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 |
8.43% | |
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 |
15.56% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis MO 63103-2523 |
17.50% | |
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
10.16% | |
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 |
14.91% | |
State Street Small/Mid Cap Equity Index Fund -Class I |
||
State Street Bank & Trust As Trustee And /Or Cust Fbo Adp Access Product 1 Lincoln St Boston MA 02111-2900 |
7.57% | |
State Street Small/Mid Cap Equity Index Fund -Class I |
54
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
15.63% | |
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 |
9.76% | |
State Street Defensive Global Equity Fund (Formerly, State Street Disciplined Global Equity Fund) |
||
Ssga Private Funds Llc. Attn Fund Services Team 1 Lincoln St, Boston MA 02111-2901 |
15.49% |
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 |
0.025 | % | ||
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 | % | ||
Defensive Global Equity Fund |
0.75 | % | ||
International Value Spotlight Fund |
0.75 | % |
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 Defensive Global Equity Fund, the Adviser has agreed to waive its entire fee under its Investment Advisory Agreement with the Defensive Global Equity Portfolio until the later of April 30, 2020 or such time as the shares of the Portfolio cease to be the only investment security held by the Defensive 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
55
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 International Value Spotlight Fund, the Adviser performs certain oversight and supervisory functions with respect to SSGA Ireland as sub-adviser to the Fund, including: (i) conducting periodic analysis and review of the performance by SSGA Ireland of its obligations to the Fund 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 Fund 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 Fund. SSGA Irelands address is 78 Sir John Rogersons Quay, 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 the International Value Spotlight Fund. SSGA Ireland receives fees from SSGA FM based on the net investment advisory fee received by SSGA FM from the Fund, if any, for its services provided to the Fund.
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.
56
The advisory fees paid to SSGA FM for the last three fiscal years are as follows.
Fund |
Fiscal year
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
Equity 500 Index Fund |
$ | 130,694 | $ | 151,993 | $ | 167,890 | ||||||
Aggregate Bond Index Fund |
$ | 19,500 | $ | 30,752 | $ | 33,408 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 77,982 | $ | 209,047 | $ | 276,516 | ||||||
Target Retirement 2015 Fund |
$ | 20,335 | $ | 74,716 | $ | 138,133 | ||||||
Target Retirement 2020 Fund |
$ | 71,724 | $ | 263,653 | $ | 435,369 | ||||||
Target Retirement 2025 Fund |
$ | 55,565 | $ | 268,410 | $ | 497,788 | ||||||
Target Retirement 2030 Fund |
$ | 66,324 | $ | 262,083 | $ | 481,715 | ||||||
Target Retirement 2035 Fund |
$ | 43,443 | $ | 191,740 | $ | 395,520 | ||||||
Target Retirement 2040 Fund |
$ | 44,277 | $ | 158,713 | $ | 320,250 | ||||||
Target Retirement 2045 Fund |
$ | 20,556 | $ | 100,111 | $ | 225,961 | ||||||
Target Retirement 2050 Fund |
$ | 12,969 | $ | 73,976 | $ | 146,471 | ||||||
Target Retirement 2055 Fund |
$ | 5,093 | $ | 25,012 | $ | 59,151 | ||||||
Target Retirement 2060 Fund |
$ | 888 | $ | 3,362 | $ | 9,700 | ||||||
Target Retirement Fund |
$ | 20,885 | $ | 44,816 | $ | 103,429 | ||||||
Hedged International Developed Equity Index Fund |
$ | 2,080,898 | $ | 3,537,872 | $ | 4,369,497 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 2,185 | $ | 5,467 | $ | 11,119 | ||||||
Emerging Markets Equity Index Fund |
$ | 421,748 | $ | 695,392 | $ | 852,811 | ||||||
Defensive Global Equity Fund ( 1 ) |
$ | 21,006 | $ | 32,642 | $ | 38,347 | ||||||
International Value Spotlight Fund ( 2 ) |
$ | 7,522 | $ | 18,990 | $ | 18,064 |
(1) |
Commencement of Operations February 18, 2016. |
(2) |
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, 2018.
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.
Fund |
Fiscal Year
Ended December 31, 2018 |
|||
Equity 500 Index Fund |
$ | 815,850 | ||
Aggregate Bond Index Fund |
$ | 268,580 | ||
Global Equity ex-U.S. Index Fund |
$ | 616,541 | ||
Target Retirement 2015 Fund |
$ | 578,085 | ||
Target Retirement 2020 Fund |
$ | 1,205,669 | ||
Target Retirement 2025 Fund |
$ | 1,054,373 | ||
Target Retirement 2030 Fund |
$ | 834,773 | ||
Target Retirement 2035 Fund |
$ | 685,231 | ||
Target Retirement 2040 Fund |
$ | 622,563 | ||
Target Retirement 2045 Fund |
$ | 537,383 | ||
Target Retirement 2050 Fund |
$ | 478,813 | ||
Target Retirement 2055 Fund |
$ | 392,223 | ||
Target Retirement 2060 Fund |
$ | 290,461 | ||
Target Retirement Fund |
$ | 569,353 | ||
Hedged International Developed Equity Index Fund |
$ | 5,084,003 |
57
Fund |
Fiscal Year
Ended December 31, 2018 |
|||
Small/Mid Cap Equity Index Fund |
$ | 192,034 | ||
Emerging Markets Equity Index Fund |
$ | 963,846 | ||
Defensive Global Equity Fund |
$ | 136,298 | ||
International Value Spotlight Fund |
$ | 164,377 |
Total Annual Fund Operating Expense Waivers . The Adviser has contractually agreed with the Trust, through April 30, 2020, (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 |
0.02 | % | ||
Aggregate Bond Index Fund |
0.025 | % | ||
Global Equity ex-U.S. Index Fund |
0.015 | % | ||
Target Retirement 2015 Fund |
0.09 | % | ||
Target Retirement 2020 Fund |
0.09 | % | ||
Target Retirement 2025 Fund |
0.09 | % | ||
Target Retirement 2030 Fund |
0.09 | % | ||
Target Retirement 2035 Fund |
0.09 | % | ||
Target Retirement 2040 Fund |
0.09 | % | ||
Target Retirement 2045 Fund |
0.09 | % | ||
Target Retirement 2050 Fund |
0.09 | % | ||
Target Retirement 2055 Fund |
0.09 | % | ||
Target Retirement 2060 Fund |
0.09 | % | ||
Target Retirement Fund |
0.09 | % | ||
Hedged International Developed Equity Index Fund |
0.15 | % | ||
International Developed Equity Index Fund |
0.09 | % | ||
Small/Mid Cap Equity Index Fund |
0.045 | % | ||
Emerging Markets Equity Index Fund |
0.12 | % | ||
Defensive Global Equity Fund |
0.75 | % | ||
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.
58
The administration fees paid to SSGA FM as the administrator for the period, the fiscal year ended December 31, 2016, the fiscal year ended December 31, 2017 and the fiscal year ended December 31, 2018 are set forth in the table below:
Fund |
Fiscal period
ended December 31, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
Equity 500 Index Fund |
$ | 326,734 | $ | 394,643 | $ | 419,724 | ||||||
Aggregate Bond Index Fund |
$ | 32,500 | $ | 56,530 | $ | 63,560 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 64,985 | $ | 218,110 | $ | 317,079 | ||||||
Target Retirement 2015 Fund |
$ | 20,335 | $ | 74,716 | $ | 138,133 | ||||||
Target Retirement 2020 Fund |
$ | 71,724 | $ | 263,653 | $ | 435,369 | ||||||
Target Retirement 2025 Fund |
$ | 55,565 | $ | 268,410 | $ | 497,788 | ||||||
Target Retirement 2030 Fund |
$ | 66,324 | $ | 262,083 | $ | 481,715 | ||||||
Target Retirement 2035 Fund |
$ | 43,443 | $ | 191,740 | $ | 395,520 | ||||||
Target Retirement 2040 Fund |
$ | 44,277 | $ | 158,713 | $ | 320,250 | ||||||
Target Retirement 2045 Fund |
$ | 20,556 | $ | 100,111 | $ | 225,961 | ||||||
Target Retirement 2050 Fund |
$ | 12,969 | $ | 73,976 | $ | 146,471 | ||||||
Target Retirement 2055 Fund |
$ | 5,055 | $ | 25,012 | $ | 59,151 | ||||||
Target Retirement 2060 Fund |
$ | 888 | $ | 3,362 | $ | 9,700 | ||||||
Target Retirement Fund |
$ | 20,885 | $ | 44,816 | $ | 103,429 | ||||||
Hedged International Developed Equity Index Fund |
$ | 743,178 | $ | 1,263,526 | $ | 1,560,533 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 3,642 | $ | 15,927 | $ | 22,893 | ||||||
Emerging Markets Equity Index Fund |
$ | 150,624 | $ | 248,354 | $ | 304,575 | ||||||
Defensive Global Equity Fund ( 1 ) |
$ | 1,400 | $ | 2,176 | $ | 2,558 | ||||||
International Value Spotlight Fund ( 2 ) |
$ | 502 | $ | 1,266 | $ | 1,204 |
(1) |
Commencement of Operations February 18, 2016. |
(2) |
Commencement of Operations July 13, 2016. |
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, 2018.
SUB-ADMINISTRATOR , CUSTODY AND FUND ACCOUNTING
State Street serves as the sub-administrator for the Trust, pursuant to a sub-administration agreement dated June 1, 2015 (the Sub-Administration Agreement). State Street serves as the custodian for the Trust, pursuant to a custody agreement dated April 11, 2012 (the Custody Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust. Under the Custody Agreement, State Street is obligated to provide certain custody services to the Trust, as well as basic portfolio recordkeeping required by the Trust for regulatory and financial reporting purposes. 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 State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111-2900.
As consideration for sub-administration services, State Street receives an annual fee from the Adviser (payable monthly). As consideration for custody and fund accounting services, each Fund pays State Street an annual fee (payable monthly) based on the average monthly net assets of each Fund. Each Fund also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses.
59
The 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, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
Equity 500 Index Fund |
$ | 36,775 | $ | 13,103 | $ | 40,089 | ||||||
Aggregate Bond Index Fund |
$ | 40,198 | $ | 13,590 | $ | 32,917 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 40,373 | $ | 13,624 | $ | 32,839 | ||||||
Target Retirement 2015 Fund |
$ | 76,037 | $ | 26,944 | $ | 48,861 | ||||||
Target Retirement 2020 Fund |
$ | 76,346 | $ | 27,309 | $ | 49,414 | ||||||
Target Retirement 2025 Fund |
$ | 76,389 | $ | 26,672 | $ | 50,350 | ||||||
Target Retirement 2030 Fund |
$ | 76,776 | $ | 26,260 | $ | 47,565 | ||||||
Target Retirement 2035 Fund |
$ | 76,407 | $ | 26,258 | $ | 50,446 | ||||||
Target Retirement 2040 Fund |
$ | 76,288 | $ | 26,305 | $ | 47,132 | ||||||
Target Retirement 2045 Fund |
$ | 76,004 | $ | 25,898 | $ | 46,789 | ||||||
Target Retirement 2050 Fund |
$ | 75,909 | $ | 26,060 | $ | 46,748 | ||||||
Target Retirement 2055 Fund |
$ | 75,884 | $ | 25,739 | $ | 47,261 | ||||||
Target Retirement 2060 Fund |
$ | 75,645 | $ | 25,900 | $ | 47,632 | ||||||
Target Retirement Fund |
$ | 76,146 | $ | 26,999 | $ | 46,714 | ||||||
Hedged International Developed Equity Index Fund |
$ | 496,179 | $ | 24,409 | $ | 173,691 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 38,618 | $ | 13,136 | $ | 32849 | ||||||
Emerging Markets Equity Index Fund |
$ | 1,035,262 | $ | 474,718 | $ | 529,167 | ||||||
Defensive Global Equity Fund ( 1 ) |
$ | 33,523 | $ | 13,724 | $ | 27,973 | ||||||
International Value Spotlight Fund ( 2 ) |
$ | 15,845 | $ | 43,958 | $ | 43,554 |
(1) |
Commencement of Operations February 18, 2016. |
(2) |
Commencement of Operations July 14, 2016. |
60
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, 2018.
Transfer Agent and Dividend Paying Agent
DST Asset Manager Solutions, Inc. serves as the Transfer and Dividend Paying Agent. 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.
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, 2016 |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
|||||||||
Equity 500 Index Fund |
$ | 118,416 | $ | 106,968 | $ | 131,545 | ||||||
Aggregate Bond Index Fund |
$ | 36,635 | $ | 41,815 | $ | 73,081 | ||||||
Global Equity ex-U.S. Index Fund |
$ | 37,794 | $ | 42,549 | $ | 74,541 | ||||||
Target Retirement 2015 Fund |
$ | 43,683 | $ | 74,404 | $ | 88,763 | ||||||
Target Retirement 2020 Fund |
$ | 46,464 | $ | 75,428 | $ | 106,099 | ||||||
Target Retirement 2025 Fund |
$ | 45,766 | $ | 76,184 | $ | 121,141 | ||||||
Target Retirement 2030 Fund |
$ | 46,453 | $ | 76,139 | $ | 128,011 | ||||||
Target Retirement 2035 Fund |
$ | 44,041 | $ | 65,730 | $ | 135,532 | ||||||
Target Retirement 2040 Fund |
$ | 37,872 | $ | 43,419 | $ | 141,079 | ||||||
Target Retirement 2045 Fund |
$ | 37,794 | $ | 43,606 | $ | 126,777 | ||||||
Target Retirement 2050 Fund |
$ | 38,152 | $ | 43,422 | $ | 123,200 | ||||||
Target Retirement 2055 Fund |
$ | 37,672 | $ | 42,926 | $ | 114,602 | ||||||
Target Retirement 2060 Fund |
$ | 37,548 | $ | 41,581 | $ | 104,000 | ||||||
Target Retirement Fund |
$ | 65,625 | $ | 70,649 | $ | 101,912 | ||||||
Hedged International Developed Equity Index Fund |
$ | 15,881 | $ | 17,900 | $ | 18,215 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 30,976 | $ | 31,941 | $ | 21,792 | ||||||
Emerging Markets Equity Index Fund |
$ | 11,097 | $ | 12,462 | $ | 10,490 | ||||||
Defensive Global Equity Fund ( 1 ) |
$ | 11,049 | $ | 5,273 | $ | 6,050 | ||||||
International Value Spotlight Fund ( 2 ) |
$ | 11,149 | $ | 5,673 | $ | 5,898 |
(1) |
Commencement of Operations February 18, 2016. |
(2) |
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, 2018.
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.
61
For the fiscal year ended December 31, 2018, 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, 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 |
||||||||||||||||||||||||||||
Global Equity ex-U.S. Index Fund |
$ | 1,046,631 | $ | 109,338 | $ | 9,266 | $ | 0.00 | $ | 0.00 | $ | 308,482 | $ | 0.00 | $ | 427,087 | $ | 619,544 | ||||||||||||||||||
Target Retirement 2015 Fund |
$ | 372,333 | $ | 45,043 | $ | 4,398 | $ | 0.00 | $ | 0.00 | $ | 67,649 | $ | 0.00 | $ | 117,090 | $ | 255,244 | ||||||||||||||||||
Target Retirement 2020 Fund |
$ | 781,216 | $ | 92,536 | $ | 9,988 | $ | 0.00 | $ | 0.00 | $ | 154,320 | $ | 0.00 | $ | 256,844 | $ | 524,372 | ||||||||||||||||||
Target Retirement 2025 Fund |
$ | 866,756 | $ | 101,339 | $ | 11,645 | $ | 0.00 | $ | 0.00 | $ | 179,522 | $ | 0.00 | $ | 292,505 | $ | 574,251 | ||||||||||||||||||
Target Retirement 2030 Fund |
$ | 478,781 | $ | 55,025 | $ | 5,795 | $ | 0.00 | $ | 0.00 | $ | 106,157 | $ | 0.00 | $ | 166,976 | $ | 311,804 | ||||||||||||||||||
Emerging Markets Equity Index Fund |
$ | 289,627 | $ | 32,131 | $ | 2,459 | $ | 0.00 | $ | 0.00 | $ | 72,966 | $ | 0.00 | $ | 107,556 | $ | 182,071 |
For the fiscal year ended December 31, 2018, 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 the value of loaned securities, the value of collateral received and other lending parameters; (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.
62
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. 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, 2016 |
Fiscal Year
Ended December 31, 2017 |
Fiscal Year
Ended December 31, 2018 |
|||||||||
Equity 500 Index Fund |
||||||||||||
Administrative Shares |
$ | 399,453 | $ | 407,419 | $ | 395,265 | ||||||
Service Shares |
$ | 268,969 | $ | 136,083 | $ | 63,251 | ||||||
Class R Shares |
$ | 226,943 | $ | 247,846 | $ | 232,674 | ||||||
Class A |
$ | 7,000 | $ | 25,097 | $ | 48,531 | ||||||
Global Equity ex U.S. Index Fund |
||||||||||||
Class A |
$ | 1,532 | $ | 4,482 | $ | 5,968 | ||||||
Aggregate Bond Index Fund |
||||||||||||
Class A |
$ | 490 | $ | 333 | $ | 1,490 | ||||||
Small/Mid Cap Equity Index Fund |
||||||||||||
Class A |
$ | 253 | $ | 635 | $ | 12,621 | ||||||
Target Retirement Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 195 | ||||||
Target Retirement 2015 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 174 | ||||||
Target Retirement 2020 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 479 | ||||||
Target Retirement 2025 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 335 | ||||||
Target Retirement 2030 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 329 | ||||||
Target Retirement 2035 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 250 | ||||||
Target Retirement 2040 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 478 | ||||||
Target Retirement 2045 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 331 | ||||||
Target Retirement 2050 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 348 | ||||||
Target Retirement 2055 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 224 | ||||||
Target Retirement 2060 Fund |
||||||||||||
Class A |
$ | 0 | $ | 0 | $ | 183 |
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, 2018.
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.
63
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, 2018 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 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.
64
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, 2018 the Funds have been informed by SSGA FD that the following expenditures were made using the amounts each Funds Class A, Administrative, Service and Class R shares paid under its Rule 12b-1 Distribution Plan:
Fund |
Advertising | Printing |
Compensation to
Dealers |
Compensation to
Sales Personnel |
Interest, Carrying or
Other Financing Charges |
Other* | ||||||||||||||||||
Equity 500 Index Fund |
$ | 18 | $ | 143 | $ | 738,801 | $ | 26,667 | $ | | $ | 22,643 | ||||||||||||
Aggregate Bond Index Fund |
0 | 0 | $ | 1,412 | $ | 46 | $ | | $ | 39 | ||||||||||||||
Global Equity ex-U.S. Index Fund |
0 | $ | 1 | $ | 6,070 | $ | 182 | $ | | $ | 155 | |||||||||||||
Target Retirement 2015 Fund |
0 | 0 | $ | 18 | $ | 1 | $ | | $ | 1 | ||||||||||||||
Target Retirement 2020 Fund |
0 | 0 | $ | 447 | $ | 4 | $ | | $ | 4 | ||||||||||||||
Target Retirement 2025 Fund |
0 | 0 | $ | 173 | $ | 3 | $ | | $ | 3 | ||||||||||||||
Target Retirement 2030 Fund |
0 | 0 | $ | 154 | $ | 3 | $ | | $ | 3 | ||||||||||||||
Target Retirement 2035 Fund |
0 | 0 | $ | 225 | $ | 2 | $ | | $ | 2 | ||||||||||||||
Target Retirement 2040 Fund |
0 | 0 | $ | 142 | $ | 4 | $ | | $ | 4 | ||||||||||||||
Target Retirement 2045 Fund |
0 | 0 | $ | 267 | $ | 3 | $ | | $ | 3 | ||||||||||||||
Target Retirement 2050 Fund |
0 | 0 | $ | 288 | $ | 3 | $ | | $ | 3 | ||||||||||||||
Target Retirement 2055 Fund |
0 | 0 | $ | 24 | $ | 2 | $ | | $ | 2 | ||||||||||||||
Target Retirement 2060 Fund |
0 | 0 | $ | 59 | $ | 2 | $ | | $ | 1 | ||||||||||||||
Target Retirement Fund |
0 | 0 | $ | 45 | $ | 2 | $ | | $ | 2 | ||||||||||||||
Small/Mid Cap Equity Index Fund |
0 | $ | 2 | $ | 12,733 | $ | 384 | $ | | $ | 326 |
* |
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 International Developed Equity Index Fund have been omitted because the Fund had not commenced investment operations as of December 31, 2018.
Set forth below is a list of those financial intermediaries as of May 1, 2019 in which SSGA FD (and its affiliates) as entered into an agreement, could pay compensation in the manner described in this Payments to Financial Intermediaries section.
ADP Broker-Dealer Inc. Alight Financial Solutions, LLC American Portfolios Financial Services, Inc. American United Life Insurance Company Ameriprise Advisor Services, Inc. Ameritas Investment Corp. Ariel Distributor, Inc. Ascensus Inc. AXA Advisors, LLC Benefit Trust Company Charles Schwab & Co., Inc. Community Bank, NA |
Pershing LLC PNC Bank, N.A. Putnam Investor Services, Inc. Prudential Investment Management Services, LLC Raymond James & Associates, Inc. RBC Capital Markets Corp. Reliance Trust Company |
|
65
ETrade Securities |
Royal Alliance Associate, Inc. |
|
Edward Jones |
Scottrade, Inc. |
|
Founders Financial Securities, LLC |
SEI Private Trust Company |
|
GWFS Equities Inc. |
Slavic Investment Corporation |
|
Hand Securities, LLC |
Southwest Securities, Inc. |
|
Hartford Life Insurance Company |
Stifel, Nicolaus & Company, Inc. |
|
Interactive Brokers LLC |
TD Ameritrade, Inc. |
|
Janney Montgomery Scott LLC |
The Manufacturers Life Insurance Company |
|
John Hancock Trust Company |
The O.N. Equity Sales Company |
|
JP Morgan Chase Bank, N.A |
The Vanguard Group, Inc. |
|
Kestra Investment Services, LLC |
Trust Company of America |
|
KeyBank National Association |
UBS Financial Services, Inc. |
|
LaSalle Street Securities |
US Bank N.A. |
|
Lincoln Financial Advisors |
USI Securities, Inc. |
|
Loring Ward Securities, Inc. |
VALIC Financial Advisors, Inc. |
|
LPL Financial Services, LLC |
Vanguard Marketing Corp. |
|
Mercer HR Services, LLC |
Voya Retirement Insurance and Annuity Company |
|
Merrill Lynch, Pierce, Fenner & Smith Inc. |
Voya Institutional Plan Services, LLC |
|
Mid Atlantic Capital Corp. |
Wedbush Morgan Securities, Inc. |
|
Morgan Stanley Smith Barney LLC |
Wells Fargo Bank, N.A. |
|
MSCS Financial Services LLC |
Wells Fargo Clearing Services, LLC |
|
MSI Financial Securities, Inc. |
Xerox HR Solutions, LLC |
|
National Financial Services, LLC |
||
Nationwide Financial Services, Inc. |
||
Northern Trust Corp. |
||
OptionsXpress, 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 2018 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, 2018:
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 |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
Karl Schneider |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
David Chin |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
Thomas Coleman |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
Ted Janowsky |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
Amy Scofield |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
Olga Winner |
142 | $ | 496.98 | 251 | $ | 281.41 | 448 | $ | 247.59 | $ | 1,025.98 | |||||||||||||||||
Marc DiCosimo |
32 | $ | 59.49 | 107 | $ | 74.64 | 138 | $ | 67.31 | $ | 201.44 |
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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) |
|||||||||||||||||||||
Joanna Madden |
32 | $ | 59.49 | 107 | $ | 74.64 | 138 | $ | 67.31 | $ | 201.44 | |||||||||||||||||
Charles L. McGinn |
41 | $ | 18.01 | 124 | $ | 48.72 | 323 | * | $ | 111.40 | * | $ | 178.10 | |||||||||||||||
Michael Narkiewicz |
41 | $ | 18.01 | 124 | $ | 48.72 | 323 | * | $ | 111.40 | * | $ | 178.10 | |||||||||||||||
Adel Daghmouri |
5 | $ | 0.30 | 48 | ** | $ | 10.23 | ** | 31 | *** | $ | 11.21 | *** | $ | 21.74 | |||||||||||||
Chee Ooi |
5 | $ | 0.30 | 48 | ** | $ | 10.23 | ** | 31 | *** | $ | 11.21 | *** | $ | 21.74 | |||||||||||||
Barry Glavin |
0 | **** | $ | 0.00 | **** | 0 | $ | 0.00 | 0 | $ | 0.00 | $ | 0.00 |
* |
Includes 4 accounts (totaling $199.30 million in assets under management) with performance-based fees. |
** |
Includes 9 accounts (totaling $4.94 billion in assets under management) with performance-based fees. |
*** |
Includes 6 accounts (totaling $3.24 billion in assets under management) with performance-based fees. |
**** |
Excludes the International Value Spotlight Fund |
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, 2018, except as noted in the table below:
Portfolio Manager |
Fund |
Dollar Range of Trust
Shares Beneficially Owned |
||||||
Chee Ooi |
State Street Defensive Global Equity Fund | $ | 100,001 $500,000 | |||||
Adel Daghmouri |
State Street Defensive 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 managers 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 a fund maintained its position in that security.
A potential conflict may arise when the portfolio managers are 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 participate 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 provide a fair and equitable allocation.
67
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 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 a Fund by the Adviser. Purchases and sales of securities on a securities exchange are affected through brokers who charge a commission for their services. Ordinarily commissions are not charged on over the counter orders (e.g., fixed income securities) because the Funds pay a spread which is included in the cost of the security and represents the difference between the dealers quoted price at which it is willing to sell the security and the dealers quoted price at which it is willing to buy the security. When a Fund executes an over the counter order with an electronic communications network or an alternative trading system, a commission is charged because electronic communications networks and alternative trading systems execute such orders on an agency basis. Securities may be purchased from underwriters at prices that include underwriting fees.
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In placing a portfolio transaction, the Adviser seeks to achieve best execution. The Advisers duty to seek best execution requires the Adviser to take reasonable steps to obtain for the client as favorable an overall result as possible for Fund portfolio transactions under the circumstances, taking into account various factors that are relevant to the particular transaction.
The Adviser refers to and selects from the list of approved trading counterparties maintained by the Advisers Credit Risk Management team. In selecting a trading counterparty for a particular trade, the Adviser seeks to weigh relevant factors including, but not limited to the following:
|
Prompt and reliable execution; |
|
The competitiveness of commission rates and spreads, if applicable; |
|
The financial strength, stability and/or reputation of the trading counterparty; |
|
The willingness and ability of the executing trading counterparty to execute transactions (and commit capital) of size in liquid and illiquid markets without disrupting the market for the security; |
|
Local laws, regulations or restrictions; |
|
The ability of the trading counterparty to maintain confidentiality; |
|
The availability and capability of execution venues, including electronic communications networks for trading and execution management systems made available to Adviser; |
|
Market share; |
|
Liquidity; |
|
Price; |
|
Execution related costs; |
|
History of execution of orders; |
|
Likelihood of execution and settlement; |
|
Order size and nature; |
|
Clearing and settlement capabilities, especially in high volatility market environments; |
|
Availability of lendable securities; |
|
Sophistication of the trading counterpartys trading capabilities and infrastructure/facilities; |
|
The operational efficiency with which transactions are processed and cleared, taking into account the order size and complexity; |
|
Speed and responsiveness to the Adviser; |
|
Access to secondary markets; |
|
Counterparty exposure; and |
|
Any other consideration the Adviser believes is relevant to the execution of the order. |
In selecting a trading counterparty, the price of the transaction and costs related to the execution of the transaction typically merit a high relative importance, depending on the circumstances. The Adviser does not necessarily select a trading counterparty based upon price and costs but may take other relevant factors into account if it believes that these are important in taking reasonable steps to obtain the best possible result for a Fund under the circumstances. Consequently, the Adviser may cause a client to pay a trading counterparty more than another trading counterparty might have charged for the same transaction in recognition of the value and quality of the brokerage services provided. The following matters may influence the relative importance that the Adviser places upon the relevant factors:
69
(i) The nature and characteristics of the order or transaction. For example, size of order, market impact of order, limits, or other instructions relating to the order;
(ii) The characteristics of the financial instrument(s) or other assets which are the subject of that order. For example, whether the order pertains to an equity, fixed income, derivative or convertible instrument;
(iii) The characteristics of the execution venues to which that order can be directed, if relevant. For example, availability and capabilities of electronic trading systems;
(iv) Whether the transaction is a delivery versus payment or over the counter transaction. The creditworthiness of the trading counterparty, the amount of existing exposure to a trading counterparty and trading counterparty settlement capabilities may be given a higher relative importance in the case of over the counter transactions; and
(v) Any other circumstances relevant the Adviser believes is relevant at the time.
The process by which trading counterparties are selected to effect transactions is designed to exclude consideration of the sales efforts conducted by broker-dealers in relation to the funds advised by the Adviser.
The Adviser does not currently use the Funds assets in connection with third party soft dollar arrangements. While the Adviser does not currently use soft or commission dollars paid by the Funds for the purchase of third party research, the Adviser reserves the right to do so in the future.
The brokerage commissions paid by the Funds for the last three fiscal years are shown below:
Fund |
Fiscal year ended
December 31, 2016 |
Fiscal year ended
December 31, 2017 |
Fiscal year ended
December 31, 2018 |
|||||||||
Equity 500 Index Fund |
| | | |||||||||
Aggregate Bond Index Fund |
| | | |||||||||
Global Equity ex-U.S. Index Fund |
| | | |||||||||
Target Retirement 2015 Fund |
$ | 17,180 | $ | 72,228 | $ | 36,289 | ||||||
Target Retirement 2020 Fund |
$ | 25,017 | $ | 125,938 | $ | 75,433 | ||||||
Target Retirement 2025 Fund |
$ | 8,951 | $ | 43,865 | $ | 37,290 | ||||||
Target Retirement 2030 Fund |
$ | 6,470 | $ | 25,092 | $ | 29,317 | ||||||
Target Retirement 2035 Fund |
$ | 3,433 | $ | 12,481 | $ | 24,155 | ||||||
Target Retirement 2040 Fund |
$ | 2,620 | $ | 9,173 | $ | 17,620 | ||||||
Target Retirement 2045 Fund |
$ | 1,533 | $ | 6,528 | $ | 14,882 | ||||||
Target Retirement 2050 Fund |
$ | 965 | $ | 4,803 | $ | 8,310 | ||||||
Target Retirement 2055 Fund |
$ | 356 | $ | 1,569 | $ | 4,656 | ||||||
Target Retirement 2060 Fund |
$ | 95 | $ | 303 | $ | 1,884 | ||||||
Target Retirement Fund |
$ | 11,997 | $ | 33,968 | $ | 69,940 | ||||||
Hedged International Developed Equity Index Fund |
$ | 149,934 | $ | 27,454 | | |||||||
Small/Mid Cap Equity Index Fund |
| | | |||||||||
Emerging Markets Equity Index Fund |
$ | 181,569 | $ | 114,693 | $ | 102,707 | ||||||
Defensive Global Equity Fund ( 1 ) |
| | | |||||||||
International Value Spotlight Fund ( 2 ) |
$ | 1,637 | $ | 1,464 | $ | 1,222 |
(1) |
Commencement of Operations February 18, 2016. |
(2) |
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, 2018 and December 31, 2017 as compared to the fiscal year ended December 31, 2016 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, 2018.
70
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.
Holdings in Securities of Regular Broker-Dealers as of December 31, 2018:
JPMorgan Chase & Co |
$ | 45,010,592 | ||
Bank of America Corp |
$ | 31,567,811 | ||
Citigroup, Inc. |
$ | 19,341,527 | ||
HSBC Holdings PLC |
$ | 18,486,996 | ||
Goldman Sachs & Co |
$ | 11,665,741 | ||
Morgan Stanley |
$ | 10,829,479 | ||
UBS Securities LLC |
$ | 8,766,056 | ||
Barclays Capital |
$ | 4,301,255 | ||
Credit Suisse |
$ | 3,676,640 | ||
Virtu Financial. |
$ | 141,680 |
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, 2018, 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.
71
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 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 Defensive 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, 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.
72
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.
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.
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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.
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.
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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 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.
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Pursuant to proposed regulations on which the Portfolios may rely, distributions by a Portfolio to its shareholders that the Portfolio properly reports as section 199A dividends, as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a section 199A dividend is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs (as defined below), to the extent such dividends are properly reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. A Portfolio is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.
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.
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 Defensive 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.
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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.
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.
The Codes wash sale rule may also apply to certain redemptions and exchanges by non-U.S. shareholders. See Non-U.S. Shareholders below.
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.
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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 IRS and the Department of Treasury have announced their intent to issue proposed regulations providing that Section 451 does not apply to accrued market discount. If Section 451 were to apply to the accrual of market discount, a Fund would be required to include in income any market discount as it takes the same into account on its financial statements, even if the Portfolio does not otherwise elect to accrue market discount currently for federal income tax purposes.
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.
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
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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.
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
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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.
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.
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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.
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.
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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 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.
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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 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. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain Dividends a Portfolio pays. 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. , term capital gain dividends and interest-related dividends).
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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.
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, 2018 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 6, 2019 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-19-065518) 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.
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.
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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
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC. (THE COMPANY) 1
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Board of Trustees/Directors of the Trust/Company (each series thereof, a Fund) have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trust/Companys investment portfolios.
1. |
Proxy Voting Policy |
The policy of the Trust/Company is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust/Company to SSGA Funds Management, Inc., the Trust/Companys investment adviser (the Adviser), subject to the Trustees/Directors continuing oversight.
2. |
Fiduciary Duty |
The right to vote proxies with respect to a portfolio security held by the Trust/Company is an asset of the Trust/Company. The Adviser acts as a fiduciary of the Trust/Company and must vote proxies in a manner consistent with the best interest of the Trust/Company and its shareholders.
3. |
Proxy Voting Procedures |
A. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors 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/Directors after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors at the next regular meeting of the Board of Trustees/Directors after such override(s) occur.
C. At least annually, the Adviser shall inform the Trustees/Director that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust/Company during the year. Also see Section 5 below.
1 |
Unless otherwise noted, the singular term Trust/Company 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, Elfun Trusts, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc. |
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4. |
Revocation of Authority to Vote |
The delegation by the Trustees/Directors of the authority to vote proxies relating to portfolio securities of the Trust/Company may be revoked by the Trustees/Directors, 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/Company to the Trust/Company or its designated service provider in a timely manner and in a format acceptable to be filed in the Trust/Companys 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/Directors 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/Directors regarding the frequency and results of the sampling performed.
8. |
Disclosures |
A. |
The Trust/Company 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/Company 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 Trust/Companys 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/Company 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/Company to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trust/Companys 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/Company 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 Trust/Companys 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/Company 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/Directors 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 2019
Global Proxy Voting and Engagement Principles
State Street Global Advisors, 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, State Street Global Advisors has discretionary proxy voting authority over most of its client accounts, and State Street Global Advisors 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 1 .
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Global Proxy Voting and Engagement Principles
State Street Global Advisors maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the European Union, Japan, New Zealand, North America (Canada and the US), the UK and Ireland, and emerging markets. International markets not covered by our market-specific guidelines are reviewed and voted in a manner that is consistent with our Global Proxy Voting and Engagement Principles; however, State Street Global Advisors also endeavors to show sensitivity to local market practices when voting in these various markets.
State Street Global Advisors Approach to Proxy Voting and Issuer Engagement
At State Street Global Advisors, 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 rights. The underlying goal is to maximize shareholder value.
Our Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another. Similarly, 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 for shareholders to exercise their ownership rights. This comprehensive toolkit is 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. We maximize our voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the vast investment strategies and objectives across State Street Global Advisors, the fiduciary responsibilities of share ownership and voting for which State Street Global Advisors 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, for the companies held in our clients portfolios. We conduct issuer specific engagements with companies to discuss
our principles, including sustainability related risks. In addition we encourage issuers to find ways to increase the amount of direct communication board members have with shareholders. Direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns where appropriate.
In conducting our engagements, we also evaluate the various factors that influence the corporate governance framework of a country, including 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. We understand that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, we engage with issuers, regulators, or a combination of the two depending upon the market. We are also 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.
The State Street Global Advisors Asset Stewardship Team may collaborate with members of the Active Fundamental and various other investment teams to engage with companies on corporate governance issues and to address any specific concerns. This facilitates our comprehensive approach to information gathering as it relates to shareholder items that are to be voted upon at upcoming shareholder meetings. We also conduct issuer- specific engagements with companies covering various corporate governance and sustainability related topics outside of proxy season.
The Asset Stewardship Team employs a blend of quantitative and qualitative research, analysis, and data in order to support screens that 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 more broad industry-related trends. We also give 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, we believe issuer engagement can take many forms and be triggered by numerous circumstances. The following approaches represent how we define engagement methods:
State Street Global Advisors | C-2 |
Global Proxy Voting and Engagement Principles
Active
We use 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.
We will actively seek direct dialogue with the board and management of companies that we have identified through our screening processes. Such engagements may lead to further monitoring to ensure that the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for us to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. We routinely discuss 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.
We have established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. In order to limit the subjectivity of effectiveness measurement, we actively seek issuer feedback and monitor the actions issuers take post-engagement in order to identify tangible changes. Thus 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 upon the relevant facts and circumstances. Engagements can last as briefly as a single meeting or span multiple years.
Depending upon 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 in-person meetings. We believe 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 us as requiring active engagement. An example of such a forum is a shareholder conference call.
Proxy Voting Procedure
Oversight
The 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 State Street Global Advisors 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 State Street Global Advisors 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 our proxy voting process, we retain Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. We utilize ISSs services in three ways: (1) as our proxy voting agent (providing State Street Global Advisors 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 Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis. 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 upon facts, circumstances consistency with our Principles and accompanying Guidelines.
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 State Street Global Advisors or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
State Street Global Advisors | C-3 |
Global Proxy Voting and Engagement Principles
We vote in all markets where it is feasible; however, we 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. We are 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 our standalone Conflict Mitigation Guidelines.
Proxy Voting and Engagement Principles
Directors and Boards
The election of directors is one of the most important fiduciary duties we perform as a shareholder. We believe that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such we seek to vote director elections in a way that we 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. In order to achieve this fundamental principle, the role of the board 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 our engagement process, we routinely discuss the importance of these responsibilities with the boards of issuers.
We believe 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, we consider many factors. We believe independent directors are crucial to good corporate governance; they 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. We also believe the right mix of skills, independence, diversity, and qualifications among directors provides boards with the knowledge and direct experience to manage risks and operating structures that are often complex and industry-specific.
Accounting and Audit-Related Issues
We believe 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 that provides robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. We believe audit committees should have independent directors as members, and we 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 upon financial statements. It is important for the audit committee to appoint external auditors who are independent from management; we expect auditors to provide assurance of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, to grow, and to 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. When making such a decision we believe the company should disclose a comprehensive business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganization of 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, we consider the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, we use our discretion in order to maximize shareholder value.
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Global Proxy Voting and Engagement Principles
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer to make an offer, or to reduce the likelihood of a successful offer. We do not support proposals that reduce shareholders rights, entrench management, or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
We consider the boards responsibility to include identifying 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 our analysis of executive compensation; we believe 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, we consider factors such as adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also consider executive compensation practices when re-electing members of the remuneration committee.
We recognize that compensation policies and practices are unique from market to market; often there are 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
General/Routine
Although we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight and input into management decisions that may affect a companys value. We support 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 our fixed income stewardship program are:
Proxy Voting:
While matters that arise 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 |
| Approving spin-off/absorption proposals |
Given the nature of the items that arise for vote at bondholder meetings, we take a case-by-case approach to voting bondholder resolutions. Where necessary, we 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:
We recognize 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, we 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.
State Street Global Advisors | C-5 |
Global Proxy Voting and Engagement Principles
Securities on Loan
For funds in which we act as trustee, we may recall securities in instances where we believe that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, we must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, we do not receive timely notice, and we are unable to recall the shares on or before the record date. Second, State Street Global Advisors may exercise its discretion and recall shares if it believes that the benefit of voting shares will outweigh the foregone lending income. This determination requires State Street Global Advisors, with the information available at the time, to form judgments about events or outcomes that are difficult
to quantify. Given our expertise and vast experience, 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 State Street Global Advisors relationship manager.
1 |
These Global Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-6 | © 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
2019 State Street Global Advisors Conflict Mitigation Guidelines
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, 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 1 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 State Street Global Advisors proxy voting and engagement activities.
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2019 State Street Global Advisors Conflict Mitigation Guidelines
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors has policies and procedures designed to prevent undue influence on State Street Global Advisors voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation, State Street Global Advisors, State Street Global Advisors affiliates, State Street Global Advisors Funds or State Street Global Advisors Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of State Street Global Advisors 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 State Street Corporation or State Street Global Advisors 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 State Street Global Advisors Asset Stewardship team from disclosing State Street Global Advisors 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 State Street Global Advisors 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 State Street Global Advisors pooled funds, where State Street Global Advisors acts as trustee, may hold shares in State Street Corporation or other State Street Global Advisors affiliated entities, such as mutual funds affiliated with State Street Global Advisors Funds Management, Inc. In general, State Street Global Advisors will outsource any voting decision relating to a shareholder meeting of State Street Corporation or other State Street Global Advisors affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon State Street Global Advisors 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) State Street Global Advisors 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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These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors
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2019 State Street Global Advisors Conflict Mitigation Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. T: +971 2 245 9000. 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, Chaussée 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 authorized 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15 -38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4-4372800. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. 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, authorized and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 62,350,000, 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. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorized 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 Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 33 95 6000. F: 020 3395 6350. United States: State Street Global Advisors, One Iron Street, Boston MA 02210. T: +1 617 786 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.
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
Overview
Our primary fiduciary obligation to our clients is to maximize the long-term returns of their investments. It is our view that material environmental and social (sustainability) issues can both create risk as well as generate long-term value in our portfolios. This philosophy provides the foundation for our value-based approach to Asset Stewardship.
We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio.
Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. Engagements are often multi- year exercises. We share our views of key topics and also seek to understand the disclosure and practices of issuers. We leverage our long-term relationship with companies to effect change. Voting on sustainability issues is mainly driven through shareholder proposals. However, we may take voting action against directors even in the absence of shareholder proposals for unaddressed concerns pertaining to sustainability matters.
In this document we provide additional transparency into our approach to engagement and voting on sustainability- related matters.
Our Approach to Assessing Materiality and Relevance of Sustainability Issues
While we believe that sustainability-related factors can expose potential investment risks as well as drive long-term value creation, the materiality of specific sustainability issues varies from industry to industry and company by company. With this in mind, we leverage several distinct frameworks as well as additional resources to inform our views on the materiality of a sustainability issue at a given company including:
| The Sustainability Accounting Standards Board (SASB) Materiality Map |
| The Task Force on Climate-related Financial Disclosures (TCFD) Framework |
| Disclosure expectations in a companys given regulatory environment |
| Market expectations for the sector and industry |
| Other existing third party frameworks, such as the CDP (formally the Carbon Disclosure Project) |
| Our proprietary R-Factor 1 score |
We expect companies to disclose information regarding their approach to identifying material sustainability-related risks and the management policies and practices in place to address such issues. We support efforts by companies to demonstrate the ways in which sustainability is incorporated into operations, business activities, and most importantly, long-term business strategy.
Approach to Engagement on Sustainability Issues
State Street Global Advisors holds more than 12,000 listed equities across its global portfolios. The success of our engagement process is due to our ability to prioritize and optimally allocate resources. Our approach is driven by:
1) Proprietary Screens
We have developed proprietary in-house sustainability screens to help identify companies for proactive engagement. These screens leverage our proprietary R-Factor score to identify sector and industry outliers for engagement and voting on sustainability issues.
2) Thematic Prioritization
As part of our annual stewardship planning process we identify thematic sustainability priorities that will be addressed during most engagement meetings. We develop our priorities based upon several factors, including client feedback, emerging sustainability trends, developing macroeconomic conditions, and evolving regulations. These engagements not only inform our voting decisions but also allow us to monitor improvement over time and to contribute to our evolving perspectives on priority areas. Insights from these engagements are shared with clients through our publicly available Annual Stewardship Report.
Voting on Sustainability Proposals
Historically, shareholder proposals addressing sustainability-related topics have been most common in the U.S. and Japanese markets. However, we have observed such proposals being filed in additional markets, including Australia, the UK, and continental Europe.
Agnostic of market, sustainability-related shareholder proposals address diverse topics and typically ask companies to either improve sustainability-related disclosure or enhance their practices. Common topics for sustainability-related shareholder proposals include:
| Climate-related issues |
| Sustainable practices |
| Gender equity |
| Campaign contributions and lobbying |
| Labor and human rights |
| Animal welfare |
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
We take a case-by-case approach to voting on shareholder proposals related to sustainability topics and consider the following when reaching a final vote decision:
| The materiality of the sustainability topic in the proposal to the companys business and sector (see Our Approach to Assessing Materiality and Relevance of Sustainability Issues above) |
| The content and intent of the proposal |
| Whether the adoption of such a proposal would promote long-term shareholder value in the context of the companys disclosure and practices |
| The level of board involvement in the oversight of the companys sustainability practices |
| Quality of engagement and responsiveness to our feedback |
| Binding nature of proposal or prescriptiveness of proposal |
Vote Options for Sustainability- Related Proposals
| State Street Global Advisors votes For (support for proposal) if the issue is material and the company has poor disclosure and/or practices relative to our expectations. |
| State Street Global Advisors votes Abstain (some reservations) if the issue is material and the companys disclosure and/or practices could be improved relative to our expectations. |
| State Street Global Advisors votes Against (no support for proposal) if the issue is non-material and/or the companys disclosure and/or practices meet our expectations. |
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State Street Global Advisors proprietary scoring model, which aligns with SASBs materiality map. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
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March 2019
Proxy Voting and Engagement Guidelines
North America
(United States & Canada)
State Street Global Advisors North America Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation Guidance.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors North America Proxy Voting and Engagement Guidelines address areas, including board structure, director tenure, audit related issues, capital structure, executive compensation, as well as 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 we believe are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research about corporate governance issues in North America, we expect all companies to act in a transparent manner and to 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), we proactively monitor companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply-or-explain expectations established by the principles, we encourage 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, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and various other investment teams, collaborating on issuer engagements and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors, with a balance of skills, expertise, and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect 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 the director nominee to support, we consider numerous factors.
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Proxy Voting and Engagement Guidelines
Director Elections
Our 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 we consider when evaluating governance practices include, but are not limited to the following:
| Shareholder rights |
| Board independence |
| Board structure |
If a company demonstrates appropriate governance practices, we believe a director should be classified as independent based upon 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, we 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, State Street Global Advisors believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based upon 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? |
| Has the nominee received non-board related compensation from the issuer? |
In the US 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, we 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, we may withhold votes from directors based on the following:
| Overall average board tenure is excessive. In assessing excessive tenure, we give consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures |
| 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 that received a majority shareholder support at the last annual or special meeting |
| Consideration can be warranted 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 our 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 |
| Directors who appear to have been remiss in their duties |
Director Related Proposals
We generally vote 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 in order to remove directors with or without cause |
| Proposals that permit shareholders to elect directors to fill board vacancies |
| 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 |
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Proxy Voting and Engagement Guidelines
We generally vote 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 |
| Proposals requiring two candidates per board seat |
Majority Voting
We will generally support a majority vote standard based on votes cast for the election of directors.
We will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or to repeal certain provisions.
Annual Elections
We generally support 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 the existence of a shareholder rights plan.
Cumulative Voting
We do not support cumulative voting structures for the election of directors.
Separation Chair/CEO
We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including 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, we believe that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. We will consider proposals relating to proxy access on a case-by-case basis. We 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.
We 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 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 |
| Board performance |
Age/Term Limits
Generally, we 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, we will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, we support 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
We generally support annual elections for the board of directors.
Confidential Voting
We will support confidential voting.
Board Size
We 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
We support 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. We deem 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. We will also support the disclosure of auditor and consulting relationships when the same or related
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Proxy Voting and Engagement Guidelines
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.
We will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 2
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, we support requests that are not unreasonably dilutive or enhance the rights of common shareholders. 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, we support share increases for general corporate purposes up to 100% of current authorized stock.
We support 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, we will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
We vote on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, we 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.
We will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, we 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
We 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, we 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.
However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or the reorganization of 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.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
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Proxy Voting and Engagement Guidelines
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or to 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 We will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, we will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
We 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 nor 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 We analyze proposals for shareholder approval of a shareholder rights plan (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.
Special Meetings
We 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 |
| 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 |
We 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 |
We will vote for management proposals related to special meetings.
Written Consent
We 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 |
| 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 |
| The company has a poor governance profile |
We will vote management proposals on written consent on a case-by-case basis.
SuperMajority
We will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. We 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, the terms of the plan should be 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 that benefit participants only when the shareholders also benefit are those most likely to be supported.
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Advisory Vote on Executive Compensation and Frequency
State Street Global Advisors 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. We support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. We seek adequate disclosure of various 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, we will rely primarily upon engagement to evaluate compensation plans.
Employee Equity Award Plans
We consider numerous criteria when examining equity award proposals. Generally we do 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. We review that number in light of certain factors, such as 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.
Repricing We 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 |
| The period of time covered by the plan |
There are numerous factors that we view as negative. If combined they may result in a vote against a proposal. Factors include:
| 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 |
| Excessive compensation (i.e. compensation plans which we deem 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 will not have any such repurchase plan factored into the dilution calculation if they do not (i) clearly state the intentions of any proposed share buy-back plan, (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..
162(m) Plan Amendments If a plan would not normally meet our criteria described above, but was primarily amended to add specific performance criteria to be used with awards that were designed to qualify for performance- based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then we will support the proposal to amend the plan.
Employee Stock Option Plans
We generally vote for stock purchase plans with an exercise price of not less than 85% of fair market value. However, we take market practice into consideration.
Compensation Related Items
We generally support the following proposals:
| Expansions to reporting of financial or compensation- related information within reason |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee |
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Proxy Voting and Engagement Guidelines
We generally vote against the following proposal:
| Retirement bonuses for non-executive directors and auditors |
Miscellaneous/Routine Items
We generally support 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 |
| 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 |
| Exclusive forum provisions |
State Street Global Advisors generally does not support the following miscellaneous/routine governance items:
| Proposals requesting 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 |
| 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
2 |
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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ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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.
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March 2019
Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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, we consider market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines, and corporate governance codes. We may hold companies in such markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in Australia and New Zealand, we expect all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we 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.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) investment teams, collaborating on issuer engagement and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
State Street Global Advisors 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
State Street Global Advisors 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. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. We expect boards of ASX 300 and New Zealand listed companies to be comprised of at least a majority of independent directors. At all other Australian listed companies, we expect boards to be comprised of at least one-third independent directors. Further, we expect boards of ASX 300 listed companies to have at least one female board member.
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Our 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 |
| Family ties with any of the companys advisers, directors, or senior employees |
When considering the election or re-election of a director, we also consider the number of outside board director-ships that a non-executive and an executive may undertake and attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance-related pay, cross-directorships, significant shareholdings, and tenure. We support the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While we are generally supportive of having the roles of chairman and CEO separated in the Australian and New Zealand markets, we assess 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, we will monitor for circumstances in which a combined chairman/CEO is appointed or where a former CEO becomes chairman.
We may also consider board performance and directors who appear to be remiss in the performance of their oversight responsibilities when analyzing their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
We believe 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, and 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. We hold Australian and New Zealand companies to our global standards for developed financial markets by requiring that all members of the audit committee be independent directors.
In our analysis of boards, we consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We may vote against the re-election of members of the nomination committee if the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. We believe that executive pay should be determined by the board of directors. We expect 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, we believe that the vote provides investors a mechanism to address concerns they may have on the quality of oversight provided by the board on remuneration issues. Accordingly our voting guidelines accommodate local market practice.
Indemnification and limitations on liability
Generally, State Street Global Advisors 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 independent non-executive directors designated as members.
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Appointment of External Auditors
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we will take into consideration the level of detail in company disclosures. We will generally not support resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, we 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, we 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, to grow, and toachieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the returns and to ensure capital is deployed efficiently. State Street Global Advisors 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, we may vote against if such authorities are greater than 20% of the issued share capital. We 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
We generally support proposals 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. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation. We may also vote
against if the payout is excessive given the companys financial position. Particular attention will be warranted when the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganization of the company structure 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 financially sound or are thought to be destructive to shareholders rights are not supported. We will generally support transactions that maximize shareholder value. Some of the considerations include:
| 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose anti-takeover defenses, such as authorities for the board to issue warrants convertible into shares to existing shareholders during a hostile takeover.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides State Street Global Advisors analysis of executive pay; there 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, we consider various
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Proxy Voting and Engagement Guidelines
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. State Street Global Advisors may oppose remuneration reports in which there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
We 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. Generally, we do not support options under such plans being issued at a discount to market price nor plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities that seek shareholder approval for non-executive directors fees generally are not controversial. We generally support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by other comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
State Street Global Advisors 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. We allow boards to have discretion over the ways in which they provide oversight in this area. However, we expect
companies to disclose ways in which 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 that evolve in tandem with the political and economic landscape or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
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ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisorss express written consent.
State Street Global Advisors | C-27 |
© 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors European Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors Proxy Voting and Engagement Guidelines in European markets address areas, such as 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 to 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, we consider market-specific nuances in the manner that we believe will most likely protect and promote the long-term financial value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country-specific best practice guidelines and corporate governance codes. We may hold companies in some markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in European companies, we also consider guidance issued by the European Commission and country-specific governance codes. We proactively monitor companies adherence to applicable guidance and requirements. Consistent with the diverse comply-or-explain expectations established by guidance and codes, we encourage companies to proactively disclose their level of compliance with applicable provisions and requirements. In cases of non-compliance, when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Europe, Middle East, and Africa (EMEA) investment teams, collaborating on issuer engagement and providing input on company-specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
State Street Global Advisors is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing; thus we are working to further integrate ESG principles into investment and corporate governance practices where applicable and consistent with our fiduciary duty.
Directors and Boards
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe 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 we expect boards of STOXX Europe 600 listed companies to have at least one female board member.
Our 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 the 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 |
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While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem nonindependent if overall board independence is below one-third or if overall independence level is below 50% after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. We also assess the division of responsibilities between chairman and CEO on a case-by- case basis, giving consideration to factors, such as overall level of independence on the board and general corporate governance standards in the company. We 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, we also consider the number of outside board directorships a non-executive holds, attendance at board meetings, and cross-directorships. In addition, we 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 favor of the annual election of directors, we recognize that director terms vary considerably in different European markets. We may vote against article/bylaw changes that seek to extend director terms. In addition, we may vote against directors if their terms extend beyond four years in certain markets.
We believe 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, and assessing effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight of executive pay. We may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, we consider 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, we may vote against the entire slate.
We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law if a director has not acted in bad faith, with gross negligence, or with 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
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appoint them at the annual meeting. When appointing external auditors and approving audit fees, we consider the level of detail in company disclosures; we 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, we 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. We may consider auditor tenure when evaluating the audit process in certain circumstances.
Limit Legal Liability of External Auditors
We generally oppose 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. State Street Global Advisors supports the one share one vote policy and favors a share structure
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Proxy Voting and Engagement Guidelines
where all shares have equal voting rights. We believe pre-emption rights should be introduced for shareholders in order to provide adequate protection from excessive dilution from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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. We support 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, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support 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 disapplying pre-emption rights, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we oppose capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
We typically support proposals to repurchase shares; however, there are exceptions in some cases. We do not support repurchases in cases if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which the company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 to cases in which the payment may damage the companys long-term financial health.
Related-Party Transactions
Some 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, we expect companies to provide details of the transaction, such as the nature, the value, and the purpose of such a transaction. We also encourage independent directors to ratify such transactions. Further we encourage 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 restructurings often involve proposals relating to reincorporation, restructurings, mergers, liquidation, and other major changes to the corporation. Proposals will be supported if they are in the best interests of the shareholders, which is demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general provisions that are not viewed as financially sound or are thought to be destructive to shareholders rights are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
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We 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 |
| The current market price of the security exceeds the bid price at the time of voting. |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses, with legal restrictions lacking in some markets. We support the one-share, one-vote policy. For example, dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. We oppose unlimited share issuance authorizations because they can be used as antitakeover devices. They have the potential for substantial voting and earnings dilution. We also monitor the duration of time for authorities to issue shares, as well as whether there are restrictions and caps on multiple issuance authorities during the specified time periods. We oppose antitakeover 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 various types of plans and awards , there is a simple underlying philosophy that guides our analysis of executive pay; there 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, we consider factors such as adequate disclosure of 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
We may not support proposals regarding equity-based incentive plans where insufficient information is provided on matters, including grant limits, performance metrics, performance and vesting periods, and overall dilution. Generally we do not support options under such plans being issued at a discount to market price or plans that allow for retesting of performance metrics.
NonExecutive Director Pay
In European markets, proposals seeking shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
We believe 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. We allow boards discretion regarding the ways in which they provide oversight in this area. However, we expect companies to disclose how the board provides oversight on its risk management system and risk identification. 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
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Proxy Voting and Engagement Guidelines
sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-33 | © 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Japan
State Street Global Advisors Japan Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with State Street Global Advisors overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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, State Street Global Advisors 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, State Street Global Advisors expects Japanese companies to address conflicts of interest and risk management and to demonstrate an effective process for monitoring management. In our analysis and research regarding corporate governance issues in Japan, we expect all companies at a minimum to comply with Japans Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we may vote against the board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) Investment teams; the teams collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors with a balance of skills, expertise, and independence, provides the foundation for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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 that are necessary to protect shareholder interests. Further we expect 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 a board level audit committee. We 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 voting rights at the board; however,
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they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
State Street Global Advisors will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on our 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 wrong doing, and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors; however, we believe there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| We believe 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, we may oppose the board leader who is responsible for the director nomination process. |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, we may oppose the board leader 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, State Street Global Advisors may oppose the board leader, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, we also take into consideration the overall independence level of the committees. In determining director independence, we consider the following factors:
| Participation in related-party transactions and other business relations with the company |
| Past employment with the company |
| Professional services provided to the company |
| Family ties with the company |
Regardless of board structure, we may oppose the election of a director for the following reasons:
| Failure to attend board meetings |
| In instances of egregious actions related to a directors service on the board |
Indemnification and Limitations on Liability
Generally, State Street Global Advisors 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. We believe limitations and indemnification are necessary to attract and retain qualified directors.
Audit-Related Items
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should have the opportunity to vote on the appointment of the auditor at the annual meeting.
Ratifying External Auditors
We 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.
Limiting Legal Liability of External Auditors
We generally oppose 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
State Street Global Advisors supports the one share one vote policy and favors a share structure where all shares have equal voting rights. We support proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
We believe pre-emption rights should be introduced for shareholders. This can provide adequate protection from excessive dilution due to the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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.
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However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
We generally support increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, we may oppose the request if the increase in authorized capital exceeds 100% of the currently authorized capital. Where share issuance requests exceed our standard threshold, we will consider the nature of the specific need, such as mergers, acquisitions and stock splits.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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. We will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. We believe 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.
We generally support proposals 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. We 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. We will support proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general, provisions that are deemed to be destructive to shareholders rights or financially detrimental are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| Offers in which the current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
In general, State Street Global Advisors 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. It may also 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), we consider the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in advance of meeting, (ii) minimum trigger of over 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, and (vii) lack of protective or entrenchment features. Additionally, we consider the length of time that a shareholder rights plan has been in effect.
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In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, we 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. State Street Global Advisors, 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.
Adjustments 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. We will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. We may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
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, we believe that existing shareholder approval of the bonus should be considered best practice. As a result, we support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Retirement Bonuses for Directors/Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based upon 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, we support these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Stock Plans
Most option plans in Japan are conservative, particularly at large companies. Japanese 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, we cannot calculate the dilution level and, therefore, we may oppose such plans for poor disclosure. We also oppose 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. We evaluate 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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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, State Street Global Advisors views proposals that expand and diversify the companys business activities as routine and non-contentious. We will monitor instances in which there has been an inappropriate acquisition and diversification away from the companys main area of competence that 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 State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc.is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
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State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
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March 2019
Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors, United Kingdom and Ireland Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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 a board of directors is to preserve and enhance shareholder value and to protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management, and 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 identify that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines, we may hold companies in such markets to our global standards.
In our analysis and research into corporate governance issues in the UK and Ireland, we expect 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 monitor companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, we encourage companies to proactively disclose their level of compliance with the Code. In instances of non-compliance in which companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 Europe, Middle East, and Africa (EMEA) Investment teams. We collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
State Street Global Advisors 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
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect boards of FTSE 350 listed companies to have at least one female board member.
Our broad criteria for director independence for 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 |
| If the company classifies the director as non-independent |
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When considering the election or re-election of a director, we also consider the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. We support the annual election of directors.
While we are generally supportive of having the roles of chairman and CEO separated in the UK market, we assess 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 we monitor for circumstances in which a combined chairman/CEO is appointed or a former CEO becomes chairman.
We 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).
We believe 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, the appointment of external auditors, auditor qualifications and independence, and effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight over executive pay. We will vote against nominees who are executive members of audit or remuneration committees.
We consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law. This holds if a director has not acted in bad faith, gross negligence, nor 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
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we 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, we 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, we may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
We generally oppose limiting the legal liability of audit firms because we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital-Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is essential to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
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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, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek 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
We generally support a proposal to repurchase shares. However, this is not the case if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 financially sound or are thought to be destructive to shareholders rights and are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock |
| Offers in which we believe there is a reasonable prospect for an enhanced bid or other bidders |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose 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 our analysis of executive pay, There 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 policies and reports, we consider adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices or if the company has not been responsive to shareholder concerns.
Equity Incentive Plans
We may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance, vesting periods, and overall dilution. Generally we do not 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 that seek shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance related pay to non-executive directors on a company- by- company basis.
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Proxy Voting and Engagement Guidelines
Risk Management
State Street Global Advisors 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 of the risk management process established by senior executives at a company. We allow boards discretion over how they provide oversight in this area. We expect companies to disclose how the board provides oversight on its risk management system and risk identification. Boards should also review existing and emerging risks as they can evolve with a changing political and economic landscape or as companies diversify their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify
companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors |
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Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-45 | © 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Rest of the World
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
C-46
Proxy Voting and Engagement Guidelines
At State Street Global Advisors, we recognize that countries in international markets that are not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. We also evaluate the various factors that contribute to 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. This guidance pertains to international markets not covered under specific country/regional guidelines, specifically emerging markets. 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, our proxy voting guidelines are designed to identify and to address specific governance concerns in each market.
State Street Global Advisors Proxy Voting and Engagement Philosophy in Emerging Markets
State Street Global Advisors 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. The overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country. Thus improving the macro governance framework in a country may help to reduce governance risks and to increasethe overall value of our holdings over time. In order to improve the overall governance framework and practices in a country, members of our Asset Stewardship team endeavor to engage with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. We are 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 State Street Global Advisors Asset Stewardship Team works alongside members of the Active Fundamental and emerging market specialists 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 our proxy voting and engagement philosophy in emerging markets.
Our proxy voting guidelines in emerging markets address six broad areas:
| Directors and Boards |
| Accounting and Audit Related Issues |
| Shareholder Rights and Capital Related Issues |
| Remuneration |
| Environmental and Social Issues |
| General/Routine Issues |
Directors and Boards
We believe that a well constituted board of directors with a balance of skills, expertise, and independence provides the foundation 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, render the election of directors as one of the most important fiduciary duties we perform in emerging market companies.
We vote 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. We expect companies to meet minimum overall board independence standards as defined in a corporate governance code or market practice. Therfore, in several countries, we will vote against select non-independent directors if overall board independence levels do not meet market standards.
Our 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 |
| Attendance levels |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, we believe companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company and appointing external auditors. It should also monitor their qualifications, independence,effectiveness, and resource levels. Based upon our desire to enhance the quality of financial and accounting oversight provided by independent directors, we expect that listed companies have an audit committee that is constituted of a majority of independent directors.
State Street Global Advisors | C-47 |
Proxy Voting and Engagement Guidelines
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 upon financial statements. We believe that audit committees provide the necessary oversight for the selection and appointment of auditors, the companys internal controls, and the accounting policies, and the overall audit process. In emerging markets, we encourage boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. We believe that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital-Related Issues
State Street Global Advisors 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. We believe the company should have a business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transactions
Most companies in emerging markets have a controlled ownership structure that often includes 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, we expect companies to provide details about the transaction, such as its nature, value, and purpose. This also encourages independent directors to ratify such transactions. Further we encourage 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, we expect companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganization of 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 financially sound or are thought to be destructive to shareholders rights are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
We will actively seek direct dialogue with the board and management of companies that 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 State Street Global Advisors to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
State Street Global Advisors | C-48 |
Proxy Voting and Engagement Guidelines
Remuneration
We consider it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the potential awards, there is a simple underlying philosophy that guides our 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, we support 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships
with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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, our guidelines consider several factors, such as historical dividend payouts, pending litigation, governmental investigations, charges of fraud, or other indication of significant concerns.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors | C-49 |
Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-50 |
© 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2019
STATE STREET CASH RESERVES FUND
Institutional Class (CCQXX)
Administration Class (CCVXX)
Investment Class (CCWXX)
Investor Class (MMDXX)
Premier Class (MMEXX)
STATE STREET CASH RESERVES PORTFOLIO
(MMWXX)
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2019 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, 2018, 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; |
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State Street Aggregate Bond Index Fund; |
|
State Street Institutional Liquid Reserves Fund; |
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State Street Institutional U.S. Government Money Market Fund; |
|
State Street Institutional Treasury Money Market Fund; |
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State Street Institutional Treasury Plus Money Market Fund; |
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State Street Treasury Obligations Money Market Fund; |
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State Street Target Retirement Fund; |
|
State Street Target Retirement 2015 Fund; |
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State Street Target Retirement 2020 Fund; |
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State Street Target Retirement 2025 Fund; |
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State Street Target Retirement 2030 Fund; |
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State Street Target Retirement 2035 Fund; |
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State Street Target Retirement 2040 Fund; |
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State Street Target Retirement 2045 Fund; |
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State Street Target Retirement 2050 Fund; |
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State Street Target Retirement 2055 Fund; |
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State Street Target Retirement 2060 Fund; |
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State Street Global Equity ex-U.S. Index Fund; |
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State Street Equity 500 Index II Portfolio; |
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State Street Aggregate Bond Index Portfolio; |
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State Street Global Equity ex-U.S. Index Portfolio; |
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State Street Emerging Markets Equity Index Fund; |
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State Street Hedged International Developed Equity Index Fund; |
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State Street International Developed Equity Index Fund; |
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State Street Small/Mid Cap Equity Index Fund; |
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State Street Small/Mid Cap Equity Index Portfolio; |
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State Street Ultra Short Term Bond Fund; |
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State Street Ultra Short Term Bond Portfolio; |
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State Street Defensive Global Equity Fund; |
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State Street Cash Reserves Fund (the Cash Reserves Fund or the Fund); and |
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State Street Cash Reserves Portfolio (the Cash Reserves Portfolio or the Portfolio). |
The Trust includes the following non-diversified series:
|
State Street International Value Spotlight Fund; and |
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State Street China Equity Select Fund. |
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The Cash Reserves Fund, as a feeder fund (the Feeder Fund) seeks to achieve its investment objective by investing substantially all of its investable assets in the Cash Reserves Portfolio, as a master portfolio (the Master Portfolio) that has substantially similar investment strategies to those of the Cash Reserves Fund. The Cash Reserves Fund and Cash Reserves Portfolio may be referred to collectively in this SAI as the Funds or the Portfolios.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
The Fund and the Portfolios Prospectus each 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 Fund and Portfolio described in the Fund and the Portfolios Prospectus, the Fund or the Portfolio may employ other investment practices and may be subject to additional risks, which are described below. In reviewing these practices of the Fund, you should assume that the practices of the Portfolio are the same in all material respects.
Each risk of investing in the Portfolio is also a risk of the Fund.
ADDITIONAL INVESTMENTS AND RISKS
To the extent consistent with its investment objective and restrictions, the 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. The Portfolio will take the time remaining until the next scheduled auction date into account for purposes of determining the securities duration.
Cash Reserves
The Portfolio may hold portions of its assets in cash or 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, the Portfolios counterparty to the transaction is a central derivatives clearing organization, or clearing house, rather than a bank or broker. Because the Portfolio are not members of a clearing house, and only members of a clearing house can participate directly in the clearing house, the Portfolio hold cleared derivatives through accounts at clearing members. In cleared derivatives transactions, the 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 the Portfolio than bilateral (non-cleared) arrangements. For example, the 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 the 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. The 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 Portfolio and clearing members is drafted by the clearing members and
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generally is less favorable to the 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, the 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 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. The 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 the 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 the Portfolio executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. The 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, the 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 the 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 the 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 Portfolio to new kinds of costs and risks.
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For example, in the event of a counterpartys (or its affiliates) insolvency, the 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 Portfolio 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 the 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 Portfolio and the financial system are not yet known.
Custodial Risk
There are risks involved in dealing with the custodians or brokers who hold the Portfolios investments or settle the Portfolios trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, the 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 the 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 the 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 Portfolio.
Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)
The Portfolio may invest in ECDs, ETDs and YCDs. ECDs and ETDs are U.S. dollar denominated certificates of deposit and time deposits, respectively, 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
The Portfolio may invest in forward commitments. The 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 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 the 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 the 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.
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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 the 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.
Illiquid Securities
The 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.
The Portfolio (and the Fund) is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act). As a result, the Portfolio and the Fund 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.). |
Under Rule 2a-7, illiquid security means a security that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the seller.
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.
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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.
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 the 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.
Market Disruption and Geopolitical Risk
The Portfolio is 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 the 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 the Portfolios investments.
Mortgage-Related Securities
The Portfolio invests 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 Portfolio.
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 the Portfolios ability to buy or sell those securities at any particular time.
Municipal and Municipal-Related Securities
The 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 the Portfolios ability to acquire and dispose of municipal securities at desirable yield and price levels. Concentration of the 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 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 the 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 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.
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.
Other Asset-Backed Securities
In addition to the mortgage related securities discussed above, the 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
The Portfolio 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 Portfolio. These investments may be made temporarily, for example, to invest uncommitted cash balances or, in limited circumstances, to assist in meeting shareholder redemptions, or as long-term investments.
Repurchase Agreements
The Portfolio may enter into repurchase agreements with banks, other financial institutions, such as broker-dealers, and other institutional counterparties. 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. 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.
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Reverse Repurchase Agreements
The Portfolio may enter into reverse repurchase agreements, which are a form of borrowing. Under reverse repurchase agreements, the 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. The Portfolio retains the right to receive interest and principal payments from the securities. Cash or liquid high quality debt obligations from the 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 the 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 the Portfolio seeks to repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, the Portfolio may be delayed or prevented from recovering the security that it sold.
Section 4(a)(2) Commercial Paper/Rule 144A Securities
The 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). 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 Portfolio 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.
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 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 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
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, the 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.
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Treasury Inflation-Protected Securities
The 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 Portfolio may purchase U.S. Government securities. The types of U.S. Government obligations in which the 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 Portfolio may purchase U.S. Government obligations on a forward commitment basis.
Variable Amount Master Demand Notes
The 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 Portfolio 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 widely recognized market rates, which are typically set once a day. 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.
Many financial instruments use or may use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on a Fund or the financial instruments in which a Fund invests cannot yet be determined. The transition process might lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.
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When-Issued Securities
The 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 Portfolio 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 the 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 the 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 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, the 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 regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code), the Portfolio may be required to sell investments, including at a time when it may not be advantageous to do so.
The Portfolio 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
The 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 the 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, the Portfolio may enter into an offsetting position rather than earmarking or segregating liquid assets. The 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 the 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 investment restrictions of the Portfolio will be the same as the investment restrictions of the Fund.
The Trust has adopted the following restrictions applicable to the Fund and the Portfolio, which may not be changed without the affirmative vote of a majority of the outstanding voting securities of the 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. |
The Fund/Portfolio may borrow money and issue senior securities to the extent consistent with applicable law from time to time. |
2. |
The Fund/Portfolio may make loans, including to affiliated investment companies, to the extent consistent with applicable law from time to time. |
13
3. |
The Fund/Portfolio may purchase or sell commodities to the extent consistent with applicable law from time to time. |
4. |
The Fund/Portfolio may purchase, sell or hold real estate to the extent consistent with applicable law from time to time. |
5. |
The Fund/Portfolio may underwrite securities to the extent consistent with applicable law from time to time. |
6. |
The Fund/Portfolio 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/Portfolio are 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), the Portfolio (and in turn, the 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 Portfolios assets in such industry.
Non-Fundamental Investment Restrictions
Names Rule Policy
To the extent the Fund and the Portfolio are subject to Rule 35d-1 under the 1940 Act, the Fund/Portfolio 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 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.
14
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 the Portfolios holdings by (i) overseeing the implementation and enforcement of the portfolio holding disclosure policy, Codes of Ethics and other relevant policies of the Fund and the 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.
The Fund and the Portfolio generally will post on its website (or, in the case of the 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. The Fund and the Portfolio will also post a full list of its portfolio holdings on its website (or, in the case of the 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(h)(10) under the 1940 Act and remain posted on the website for not less than six months. The Portfolio is also required to file with the SEC its complete portfolio holdings in monthly reports on Form N-MFP, available on the SECs website at www.sec.gov.
Information about the Portfolios 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 Portfolios 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.
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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 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. Ross and Taber, the Trustees listed below are also Trustees of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., 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 022101 YOB: 1944 |
Trustee and Co-Chairperson of the Board |
Term: Indefinite Elected: 7/99 |
Chairman, Holland & Company L.L.C. (investment adviser) (1995- present). |
71 |
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-Chairperson 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 2009-2019, Independent Director, SSGA Qualified Funds PLC. |
71 |
Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). |
16
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 |
|||||
John R. Costantino c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1946 |
Trustee and Co-Chairperson of the Qualified Legal Compliance Committee |
Term: Indefinite Elected: 12/18 | Managing General Partner, NGN Capital LLC (2006 present); and Managing Director, Vice President of Walden Capital Management (1996 present). |
71 |
Director of Kleinfeld Bridal Corp. (March 2016 present); Trustee of Neuroscience Research Institute (1986 present); Trustee of Fordham University (1989 1995 and 2001 2007) and Trustee Emeritus (2007 present); Trustee of GE Funds (1993 February 2011); Director of Artes Medical (2006 2008); and Trustee of Gregorian University Foundation (1992 2007). |
|||||
Donna M. Rapaccioli c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1962 |
Trustee and Co-Chairperson of the Audit Committee |
Term: Indefinite Elected: 12/18 | Dean of the Gabelli School of Business (2007 present) and Accounting Professor (1987 present) at Fordham University. |
71 |
Trustee of Emmanuel College (2010 present); Director- Graduate Management Admissions Council (2015 present); | |||||
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). |
71 |
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. |
17
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 |
|||||
Rina K. Spence c/o SSGA Funds, Management, Inc. One Iron Street Boston, MA 02210 YOB: 1948 |
Trustee and Co-Chairperson of the Audit Committee, Co-Chairperson of the Nominating Committee and Co-Chairperson 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). |
71 |
Trustee, Eastern Enterprise (utilities) (1988 2000); Director, Berkshire Life Insurance Company of America (1993 2009). |
18
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). |
53 |
||||||
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 Elected: 12/18 |
Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 2009); Trustee, Randolph-Macon College (2004 2016). |
71 |
19
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 TRUSTEES (1) | ||||||||||
Ellen M. Needham (2) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
Trustee and President | Term: Indefinite Elected: 12/18 | 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).* |
71 |
||||||
James E. Ross (3) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1965 |
Trustee |
Term: Indefinite Appointed: 2/07 Elected: 12/18 |
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 (2013April 2017); President, SSGA Funds Management, Inc. (2005 2012); Principal, State Street Global Advisors (2000-2005). |
189 |
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) |
The individuals listed below are Trustees who are interested persons, as defined in the 1940 Act, of the Trusts (Interested Trustees). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
(3) |
Mr. Ross is an Interested Trustee because of his employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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, Trustee | 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). |
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 |
|||
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 State Street Global Advisors Funds Management, Inc. (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). | |||
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). |
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 |
|||
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. (June 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 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 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). |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
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 48 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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Mr. Holland serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Costantino has over 30 years of private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years. Mr. Costantino is an attorney and a certified public accountant. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Ellen M. Needham: Ms. Needham is a Senior Managing Director of State Street Global Advisors; Head of Global Funds Management, and President of SSGA Funds Management, Inc. She serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, Ms. Needham is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. She has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989. Ms. Needham serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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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 19 years (since the Trusts inception) and possesses significant experience regarding the operations and history of those Trusts. Ms. Spence serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Donna M. Rapaccioli: Ms. Rapaccioli has over 30 years of service as a full-time member of the business faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the executive MBA level. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, lectured on accounting and finance topics and consulted for numerous investment banks. Ms. Rapaccioli serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
James E. Ross: Mr. Ross is an experienced business executive with over 29 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 serves as a Trustee of the Navigator Trust, SSGA Funds, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc., 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.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 42 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 50 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 30 years and possesses significant experience regarding the operations and history of the Trust. Mr. Shirk serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Bruce D. Taber: Mr. Taber is an experienced business executive with over 45 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. Mr. Taber also serves as a Trustee of the Navigator Trust.
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 42 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 23 years and possesses significant experience regarding the Trusts operations and history. He serves as a Trustee of the Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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. Each member of the Board of Trustees of the Trust also serves as a Trustee of the State Street Master Funds.
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, Nominating Committee and Qualified Legal Compliance Committee.
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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, 2018, the Audit Committee held four meetings.
Each of the Governance Committee and the Nominating Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee and the Nominating Committee, are 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, 2018, the Governance Committee held one meeting and Nominating 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, 2018, the Valuation Committee held four meetings.
The Qualified Legal 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, 2018, 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, Ms. Rapaccioli and Ms. Spence 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, Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Governance Committee and Mr. Taber and Ms. Spence serve as Co-Chairpersons of the Nominating Committee.
Ms. Needham and Mr. Ross, who are employees of the Adviser, serve as Trustees of the Trust and Ms. Needham 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 Ms. Rapaccioli and Ms. Spence 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.
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Trustee Ownership of Securities of the Trust, Adviser and Distributor
As of December 31, 2018none 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, 2018.
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 | ||
John R Costantino (2) |
None | None | ||
William L. Marshall (1) |
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 | ||
Donna M. Rapaccioli (2) |
None | None | ||
Douglas T. Williams (1) |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustee |
||||
James E. Ross |
None | Over $100,000 | ||
Ellen M. Needham |
None | None |
(1) |
Messrs. Marshall and Williams retired as Trustees effective as of the close of business on December 18, 2018. |
(2) |
Mr. Costantino and Ms. Rapaccioli became Trustees effective December 18, 2018. |
Trustee Compensation
As of January 1, 2019, 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, the Navigator Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. a $195,000 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-Chairpersons receive an additional $50,000 annual retainer. The annual base retainer paid to Mr. Taber is $164,000 in light of the fact that Mr. Taber does not serve as a member of the Board of Trustees of the Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. 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 are not paid pension or retirement benefits as part of the Trusts expenses.
The Trusts officers are compensated by the Adviser and its affiliates.
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The following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2018:
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 |
|
|||||||||||||||
Michael F. Holland |
$ | 109,882 | $ | 0 | $ | 0 | $ | 330,500 | ||||||||
William L. Marshall (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Patrick J. Riley |
$ | 110,816 | $ | 0 | $ | 0 | $ | 337,500 | ||||||||
Richard D. Shirk |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Rina K. Spence |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Bruce D. Taber |
$ | 87,202 | $ | 0 | $ | 0 | $ | 281,500 | ||||||||
Douglas T. Williams (1) |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
Michael A. Jessee |
$ | 88,093 | $ | 0 | $ | 0 | $ | 287,500 | ||||||||
John R. Costantino (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||
Donna M. Rapaccioli (2) |
$ | 0 | $ | 0 | $ | 0 | $ | 160,000 | ||||||||
NAME OF INTERESTED TRUSTEE |
|
|||||||||||||||
James E. Ross |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
(1) |
Messrs. Marshall and Williams retired as Trustees effective as of the close of business on December 18, 2018. |
(2) |
Mr. Costantino and Mses. Rapaccioli and Needham became Trustees effective December 18, 2018. |
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 Fund (via the Portfolio) to the Adviser as part of the Advisers general management of the Fund, 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 Fund (via the Portfolio) 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 1, 2019, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of each class (if applicable) of the Fund.
Persons or organizations owning 25% or more of the outstanding shares of the Fund or the Portfolio may be presumed to control (as that term is defined in the 1940 Act) the 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.
As of April 1, 2019, 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 Fund and the Portfolio or 5% or more of the outstanding shares of any class of the Fund.
Investment Advisory Agreement
The Adviser is responsible for the investment management of the Fund and the Portfolio 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.
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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 The Fund and the Portfolio, 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 Fund and the Portfolio 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 the Fund and the Portfolio to participate in volume transactions will produce better executions for the Fund (via the Portfolio).
For the services provided under the Advisory Agreement and the Portfolio Advisory Agreement, the Fund and the Advisor each pays the Adviser a fee at an annual rate of 0.10% the Funds average daily net assets. The advisory fees paid by the Ultra Short Bond Fund to SSGA FM for the last three fiscal years have been omitted because the Fund and the Portfolio had not commenced investment operations as of December 31, 2018.
Administrator
SSGA FM serves as the administrator for the Fund and the Portfolio 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 the Fund and the Portfolio 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 the Fund and the Portfolio, SSGA FM receives an annual fee of 0.05% of the average daily net assets of the Fund, accrued daily at the rate of 1/365th and payable monthly on the first business day of each month.
The administration fees paid by the Fund and the Portfolio to SSGA FM for the last three fiscal years have been omitted because the Fund had not commenced investment operations as of December 31, 2018.
Sub-Administrator, Custody, Fund Accounting and Transfer Agency
State Street serves as the sub-administrator for the Trust, pursuant to a sub-administration agreement dated June 1, 2015 (the Sub-Administration Agreement). State Street serves as the custodian for the Trust, pursuant to a custody agreement dated April 11, 2012 (the Custody Agreement). Under the Sub-Administration Agreement, State Street is obligated to provide certain sub-administrative services to the Trust. Under the Custody Agreement, State Street is obligated to provide certain custody services to the Trust, as well as basic portfolio recordkeeping required by the Trust for regulatory and financial reporting purposes. State Street also serves as transfer agent to the Portfolio. 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 State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111-2900.
As consideration for sub-administration services, State Street receives an annual fee from the Adviser (payable monthly). As consideration for custody and fund accounting services, the Fund pays State Street an annual fee (payable monthly) based on the average monthly net assets of the Fund. The Fund also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses. As consideration for sub-administration services, State Street receives an annual fee from the Adviser (payable monthly). As consideration for custody and fund accounting services, each Fund pays State Street an annual fee (payable monthly) based on the average monthly net assets of each Fund. The Portfolio also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses.
The sub-administration and custodian fees paid to State Street for the last three fiscal years have been omitted because the Fund and the Portfolio had not commenced investment operations as of December 31, 2018. The transfer agency fees paid by the Portfolio to State Street for the last three fiscal years have been omitted because the Portfolio had not commenced investment operations as of December 31, 2018.
DST Asset Manager Solutions, Inc. serves as the Transfer and Dividend Paying Agent for the Fund.
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 the 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.
Fund fees are allocated to the Fund based on the average net asset value of the 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 the 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 by the Fund to DST Asset Manager Solutions, Inc. for the last three fiscal years have been omitted because the Fund had not commenced investment operations as of December 31, 2018.
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Transfer Agent and Dividend Paying Agent
DST Asset Manager Solutions, Inc. serves as the Transfer and Dividend Paying Agent. 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 the Fund and the Portfolio; 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.
Portfolio fees are allocated to the Fund and the Portfolio based on the average net asset value of the Fund and the Portfolio 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 the Fund and the Portfolio 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 by the Fund and the Portfolio to DST for the last three fiscal years have been omitted because the Fund had not commenced investment operations as of December 31, 2018.
Codes of Ethics
The Trust, the Adviser and SSGA FD have each adopted a code of ethics (together, the Codes of Ethics) pursuant to Rule 17j-1 under the 1940 Act 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 Fund and the Portfolio (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 Fund and the Portfolio pursuant to the Distribution Agreement by and between SSGA FD and the Trust. Pursuant to the Distribution Agreement, the Fund and the Portfolio pay SSGA FD fees under the Rule 12b-1 Plan in effect for the Fund. 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.
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 Cash Reserves Fund, SSGA FD may be entitled to receive any front-end sales load applicable to the sale of shares of the Fund. The Cash Reserves 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 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, 2018 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 the Funds average net assets) as follows:
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Premier Class | 0.00 | % | ||
Investment Class |
0.10 | % | ||
Institutional Class |
0.00 | % | ||
Investor Class |
0.00 | % | ||
Administration Class |
0.05 | % |
The Distribution Plan may benefit the Fund 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 Cash Reserves Fund. 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.
The Cash Reserves Portfolio does not may payments in accordance with the Distribution Plan.
Shareholder Servicing Agent
SSGA FD serves as a shareholder servicing agent of the 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, Investor Class, Administration Class and Investment Class shares of the Fund. 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.
The Shareholder Servicing Agreement calls for payments by the Fund at an annual rate (based on average net assets) as follows:
Institutional Class |
0.03 | % | ||
Investor |
0.08 | % | ||
Administration |
0.20 | % | ||
Investment |
0.25 | % |
The total shareholder servicing fees paid to SSGA FD by the Fund and the Portfolio for the last three fiscal years have been omitted because the Fund had not commenced investment operations as of December 31, 2018 .
Payments to Financial Intermediaries
Financial intermediaries are firms that sell shares of mutual funds, including the Fund, 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. 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 Fund 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.
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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 Fund. 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 the 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 Fund pays 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 the Fund.
The 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.
Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, upon commencement of operations, to pay compensation in the manner described in this Payments to Financial Intermediaries section.
ADP Broker-Dealer Inc. |
Peoples Securities,Inc. |
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American Portfolios Financial Services, Inc. |
Pershing LLC |
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American United Life Insurance Company |
PNC Bank, N.A. |
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Principal Life Insurance |
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Apex Clearing Corp. |
Putnam Investor Services, Inc. |
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Ariel Distributor, Inc. |
RBC Capital Markets Corp. |
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Ascensus Inc. |
Reliance Trust Company |
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AXA Advisors, LLC |
Royal Alliance Associate, Inc. |
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Bank of America Merrill Lynch |
RWB Securities Inc. |
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Benefit Trust Company |
Scottrade, Inc. |
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Chicago Mercantile Exchange Inc. |
SEI Private Trust Company |
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Calvert Shareholder Services, Inc. |
Slavic Investment Corporation |
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Charles Schwab & Co., Inc. |
Southwest Securities, Inc. |
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ETrade Securities |
State Street Bank and Trust Company |
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EFC Financial Services, LLC |
State Street Bank and Trust Company- Wealth Manager Services |
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Edward Jones |
Stifel, Nicolaus & Company, Inc. |
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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 2018 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.
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 Fund and the Portfolio. 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
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multiple accounts seek to dispose of the same investment. The portfolio managers may also manage accounts whose objectives and policies differ from that of the Fund and the Portfolio. 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 a fund maintained its position in that security.
A potential conflict may arise when the portfolio managers are 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 participate 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 provide 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 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:
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Promoting employee ownership to connect employees directly to the companys success. |
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Using rewards to reinforce mission, vision, values and business strategy. |
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Seeking to recognize and preserve the firms unique culture and team orientation. |
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Providing all employees the opportunity to share in the success of SSGA. |
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BROKERAGE ALLOCATION AND OTHER PRACTICES
The Fund invests all of its investable assets in its corresponding Portfolio and therefore does not directly incur transactional costs for purchases and sales of portfolio investments. The Fund purchases and redeems shares of the corresponding Portfolio each day depending on the number of shares of the Fund purchased or redeemed by investors on that day. Shares of the Portfolio are available for purchase by the Fund at their NAV without any sales charges, transaction fees, or brokerage commissions being charged.
All portfolio transactions are placed on behalf of the Portfolio 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 the 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 the 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 Portfolio normally do not pay a stated brokerage commission on transactions.
The 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), 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.
The brokerage commissions paid by the Portfolio for the last three fiscal years have been omitted because the Portfolio had not commenced investment operations as of December 31, 2018.
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 the Fund and the Portfolio. Upon liquidation or dissolution of the Fund or the Portfolio, investors are entitled to share pro rata in the Fund and Portfolios net assets available for distribution to its investors. Investments in the Fund or the 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.
Declarations of Trust
The Declarations of Trust of the Trust provides that the Trust may redeem shares of the Fund and the Portfolio 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 the Fund or Portfolio or to facilitate a Trusts or the Fund and the Portfolios 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 the Fund or 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,
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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.
The Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of the Fund or the Portfolio 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 Fund and the Portfolio occurs on each day on which the New York Stock Exchange (NYSE), the Federal Reserve banks and State Street are open for business (a Business Day). All Fund Shares of Fund are purchased at the net asset value (NAV) per share of the Portfolio next determined after the purchase is communicated to the Trusts transfer agent and determined to be in good order. Fund Shares of the Fund may be redeemed on each Business Day at the NAV per share of the Portfolio next determined after the redemption is communicated to the Trusts transfer agent. Portfolio III observes the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.
The Fund and the Portfolio seek 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 the Fund (and the Portfolio) would receive if it sold the instrument.
For example, in periods of declining interest rates, the daily yield on each of the Funds (or the Portfolios) 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 the Fund and the Portfolios 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 the Funds (and the Portfolios) price per share at $1.00. These procedures include: (1) the determination of the deviation from $1.00, if any, of the Funds (and the Portfolios) 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.
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The following discussion of U.S. federal income tax consequences of an investment in the Fund 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 Fund. 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.
The Fund invests substantially all of its assets in its corresponding Portfolio, and so substantially all of the Funds income will result from distributions or deemed distributions, or allocations, as the case may be, from its corresponding Portfolio. Therefore, as applicable, references to the U.S. federal income tax treatment of the Fund, including to the assets owned and the income earned by the Fund, will be to or will include such treatment of its corresponding Portfolio, and, as applicable, the assets owned and the income earned by the corresponding Portfolio. See Tax Considerations Applicable to the Funds Investment in the Portfolio 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 the 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
The 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, the 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 the Fund and the Portfolios ability to meet the diversification test in (b) above.
If the 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 the Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure
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such failure, including by paying the 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 the Funds shares (each as described below). In addition, the 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.
The 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 the Fund will be subject to tax at the Fund level at regular corporate rates. If the 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 the 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 Fund is not required to, and there can be no assurance the 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 the 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 the 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, the 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. The 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 the 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 the Funds net investment income. Instead, potentially subject to certain limitations, the 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. The 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 the Funds most recent annual shareholder report for the Funds available capital loss carryovers as of the end of its most recently ended fiscal year.
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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 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, the 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 the 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 Fund does 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 the Fund and 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 the Fund level. The Fund does not expect 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 the 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 the Fund.
If the 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 the 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 the 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 the 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, the 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 the 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 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.
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In general, distributions of investment income properly reported by the 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 received by the Fund from the Portfolio 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 the 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 the Portfolio and in turn paid by the Portfolio to the Fund for the taxable year. A dividend so allocated or paid to the 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, the Fund 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 Fund 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 the Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (b) dividend income received by the 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 the Fund holds, directly or indirectly, one or more tax credit bonds issued on or before December 31, 2018, 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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Tax Considerations Applicable to The Funds investment in the Portfolio
The Fund invests substantially all of its assets in its corresponding Portfolio. The Portfolio, like the Fund, has elected to be treated and intends 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 the Portfolio were to fail to meet any such test and were ineligible to or otherwise were not to cure such failure, the 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 the 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 the 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 Fund 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 the 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 the Portfolio.
Investments in Other RICs.
If a Fund receives dividends from the Portfolio or the 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.
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.
The Codes wash sale rule may also apply to certain redemptions and exchanges by non-U.S. shareholders. See Non-U.S. Shareholders below.
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
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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. Although the IRS and the Department of Treasury have announced their intent to issue proposed regulations providing that Section 451 does not apply to accrued market discount. If Section 451 were to apply to the accrual of market discount, a Fund would be required to include in income any market discount as it takes the same into account on its financial statements, even if the Fund does not otherwise elect to accrue market discount currently for federal income tax purposes.
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 Fund. 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 Mortgage Pooling Vehicles . The Fund 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.
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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.
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.
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.
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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).
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, the 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 the Fund.
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Redemptions and Exchanges
Redemptions and exchanges of the 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. 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.
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
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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 real estate investment trusts (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 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. The Fund and the Portfolio generally do not expect that they will be QIEs.
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.
44
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. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain dividends a Fund pays. 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., 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.
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 Fund pay SSGA FD fees under the Rule 12b-1 Plan in effect for the Fund. 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 Fund had not commenced operations prior to the date of this Prospectus and therefore does not have financial information.
45
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.
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
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC. (THE COMPANY) 1
PROXY VOTING POLICY AND PROCEDURES
As of September 20, 2017
The Board of Trustees/Directors of the Trust/Company (each series thereof, a Fund) have adopted the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trust/Companys investment portfolios.
1. |
Proxy Voting Policy |
The policy of the Trust/Company is to delegate the responsibility for voting proxies relating to portfolio securities held by the Trust/Company to SSGA Funds Management, Inc., the Trust/Companys investment adviser (the Adviser), subject to the Trustees/Directors continuing oversight.
2. |
Fiduciary Duty |
The right to vote proxies with respect to a portfolio security held by the Trust/Company is an asset of the Trust/Company. The Adviser acts as a fiduciary of the Trust/Company and must vote proxies in a manner consistent with the best interest of the Trust/Company and its shareholders.
3. |
Proxy Voting Procedures |
A. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors 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/Directors after such amendment is implemented.
B. At least annually, the Adviser shall present to the Boards of Trustees/Directors 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/Directors at the next regular meeting of the Board of Trustees/Directors after such override(s) occur.
1 |
Unless otherwise noted, the singular term Trust/Company 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, Elfun Trusts, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc. |
B-1
C. At least annually, the Adviser shall inform the Trustees/Director that a record is available with respect to each proxy voted with respect to portfolio securities of the Trust/Company during the year. Also see Section 5 below.
4. |
Revocation of Authority to Vote |
The delegation by the Trustees/Directors of the authority to vote proxies relating to portfolio securities of the Trust/Company may be revoked by the Trustees/Directors, 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/Company to the Trust/Company or its designated service provider in a timely manner and in a format acceptable to be filed in the Trust/Companys 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/Directors 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/Directors regarding the frequency and results of the sampling performed.
8. |
Disclosures |
A. |
The Trust/Company 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/Company 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 Trust/Companys 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/Company 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/Company to determine how to vote proxies relating to portfolio securities of the Funds is available without charge, upon request, by calling the Trust/Companys toll-free telephone number; through a specified Internet address, if applicable; and on the SECs website; and
B-2
2. A statement disclosing that information regarding how the Trust/Company 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 Trust/Companys 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/Company 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/Directors shall review this policy to determine its continued sufficiency as necessary from time to time.
B-3
APPENDIX C ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
March 2019
Global Proxy Voting and Engagement Principles
State Street Global Advisors, 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, State Street Global Advisors has discretionary proxy voting authority over most of its client accounts, and State Street Global Advisors 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 1 .
C-1
Global Proxy Voting and Engagement Principles
State Street Global Advisors maintains Proxy Voting and Engagement Guidelines for select markets, including: Australia, the European Union, Japan, New Zealand, North America (Canada and the US), the UK and Ireland, and emerging markets. International markets not covered by our market-specific guidelines are reviewed and voted in a manner that is consistent with our Global Proxy Voting and Engagement Principles; however, State Street Global Advisors also endeavors to show sensitivity to local market practices when voting in these various markets.
State Street Global Advisors Approach to Proxy Voting and Issuer Engagement
At State Street Global Advisors, 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 rights. The underlying goal is to maximize shareholder value.
Our Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another. Similarly, 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 for shareholders to exercise their ownership rights. This comprehensive toolkit is 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. We maximize our voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the vast investment strategies and objectives across State Street Global Advisors, the fiduciary responsibilities of share ownership and voting for which State Street Global Advisors 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, for the companies held in our clients portfolios. We conduct issuer specific engagements with companies to discuss
our principles, including sustainability related risks. In addition we encourage issuers to find ways to increase the amount of direct communication board members have with shareholders. Direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, we conduct collaborative engagement activities with multiple shareholders and communicate with company representatives about common concerns where appropriate.
In conducting our engagements, we also evaluate the various factors that influence the corporate governance framework of a country, including 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. We understand that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, we engage with issuers, regulators, or a combination of the two depending upon the market. We are also 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.
The State Street Global Advisors Asset Stewardship Team may collaborate with members of the Active Fundamental and various other investment teams to engage with companies on corporate governance issues and to address any specific concerns. This facilitates our comprehensive approach to information gathering as it relates to shareholder items that are to be voted upon at upcoming shareholder meetings. We also conduct issuer- specific engagements with companies covering various corporate governance and sustainability related topics outside of proxy season.
The Asset Stewardship Team employs a blend of quantitative and qualitative research, analysis, and data in order to support screens that 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 more broad industry-related trends. We also give 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, we believe issuer engagement can take many forms and be triggered by numerous circumstances. The following approaches represent how we define engagement methods:
State Street Global Advisors | C-2 |
Global Proxy Voting and Engagement Principles
Active
We use 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.
We will actively seek direct dialogue with the board and management of companies that we have identified through our screening processes. Such engagements may lead to further monitoring to ensure that the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for us to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Reactive
Reactive engagement is initiated by the issuers. We routinely discuss 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.
We have established an engagement protocol that further describes our approach to issuer engagement.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. In order to limit the subjectivity of effectiveness measurement, we actively seek issuer feedback and monitor the actions issuers take post-engagement in order to identify tangible changes. Thus 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 upon the relevant facts and circumstances. Engagements can last as briefly as a single meeting or span multiple years.
Depending upon 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 in-person meetings. We believe 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 us as requiring active engagement. An example of such a forum is a shareholder conference call.
Proxy Voting Procedure
Oversight
The 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 State Street Global Advisors 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 State Street Global Advisors 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 our proxy voting process, we retain Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. We utilize ISSs services in three ways: (1) as our proxy voting agent (providing State Street Global Advisors 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 Asset Stewardship Team reviews the Guidelines with ISS on an annual basis or on a case-by-case basis. 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 upon facts, circumstances consistency with our Principles and accompanying Guidelines.
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 State Street Global Advisors or its affiliates (as explained in greater detail in our Conflict Mitigation Guidelines).
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Global Proxy Voting and Engagement Principles
We vote in all markets where it is feasible; however, we 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. We are 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 our standalone Conflict Mitigation Guidelines.
Proxy Voting and Engagement Principles
Directors and Boards
The election of directors is one of the most important fiduciary duties we perform as a shareholder. We believe that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such we seek to vote director elections in a way that we 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. In order to achieve this fundamental principle, the role of the board 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 our engagement process, we routinely discuss the importance of these responsibilities with the boards of issuers.
We believe 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, we consider many factors. We believe independent directors are crucial to good corporate governance; they 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. We also believe the right mix of skills, independence, diversity, and qualifications among directors provides boards with the knowledge and direct experience to manage risks and operating structures that are often complex and industry-specific.
Accounting and Audit-Related Issues
We believe 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 that provides robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. We believe audit committees should have independent directors as members, and we 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 upon financial statements. It is important for the audit committee to appoint external auditors who are independent from management; we expect auditors to provide assurance of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, to grow, and to 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. When making such a decision we believe the company should disclose a comprehensive business rationale that is consistent with corporate strategy and not overly dilutive to its shareholders.
Mergers or reorganization of 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, we consider the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, we use our discretion in order to maximize shareholder value.
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Global Proxy Voting and Engagement Principles
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer to make an offer, or to reduce the likelihood of a successful offer. We do not support proposals that reduce shareholders rights, entrench management, or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
We consider the boards responsibility to include identifying 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 our analysis of executive compensation; we believe 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, we consider factors such as adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also consider executive compensation practices when re-electing members of the remuneration committee.
We recognize that compensation policies and practices are unique from market to market; often there are 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
General/Routine
Although we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight and input into management decisions that may affect a companys value. We support 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 our fixed income stewardship program are:
Proxy Voting:
While matters that arise 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 |
| Approving spin-off/absorption proposals |
Given the nature of the items that arise for vote at bondholder meetings, we take a case-by-case approach to voting bondholder resolutions. Where necessary, we 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:
We recognize 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, we 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.
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Global Proxy Voting and Engagement Principles
Securities on Loan
For funds in which we act as trustee, we may recall securities in instances where we believe that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, we must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, we do not receive timely notice, and we are unable to recall the shares on or before the record date. Second, State Street Global Advisors may exercise its discretion and recall shares if it believes that the benefit of voting shares will outweigh the foregone lending income. This determination requires State Street Global Advisors, with the information available at the time, to form judgments about events or outcomes that are difficult
to quantify. Given our expertise and vast experience, 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 State Street Global Advisors relationship manager.
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These Global Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
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March 2019
2019 State Street Global Advisors Conflict Mitigation Guidelines
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, 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 1 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 State Street Global Advisors proxy voting and engagement activities.
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2019 State Street Global Advisors Conflict Mitigation Guidelines
Managing Conflicts of Interest Related to Proxy Voting
State Street Global Advisors has policies and procedures designed to prevent undue influence on State Street Global Advisors voting activities that may arise from relationships between proxy issuers or companies and State Street Corporation, State Street Global Advisors, State Street Global Advisors affiliates, State Street Global Advisors Funds or State Street Global Advisors Fund affiliates.
Protocols designed to help mitigate potential conflicts of interest include:
| Providing sole voting discretion to members of State Street Global Advisors 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 State Street Corporation or State Street Global Advisors 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 State Street Global Advisors Asset Stewardship team from disclosing State Street Global Advisors 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 State Street Global Advisors 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 State Street Global Advisors pooled funds, where State Street Global Advisors acts as trustee, may hold shares in State Street Corporation or other State Street Global Advisors affiliated entities, such as mutual funds affiliated with State Street Global Advisors Funds Management, Inc. In general, State Street Global Advisors will outsource any voting decision relating to a shareholder meeting of State Street Corporation or other State Street Global Advisors affiliated entities to independent outside third parties. Delegated third parties exercise vote decisions based upon State Street Global Advisors 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) State Street Global Advisors 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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These Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors
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2019 State Street Global Advisors Conflict Mitigation Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. T: +971 2 245 9000. 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, Chaussée 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 authorized 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15 -38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4-4372800. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. 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, authorized and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 62,350,000, 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. T: 39 02 32066 100. F: 39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorized 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 Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 33 95 6000. F: 020 3395 6350. United States: State Street Global Advisors, One Iron Street, Boston MA 02210. T: +1 617 786 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.
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
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Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
Overview
Our primary fiduciary obligation to our clients is to maximize the long-term returns of their investments. It is our view that material environmental and social (sustainability) issues can both create risk as well as generate long-term value in our portfolios. This philosophy provides the foundation for our value-based approach to Asset Stewardship.
We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio.
Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. Engagements are often multi- year exercises. We share our views of key topics and also seek to understand the disclosure and practices of issuers. We leverage our long-term relationship with companies to effect change. Voting on sustainability issues is mainly driven through shareholder proposals. However, we may take voting action against directors even in the absence of shareholder proposals for unaddressed concerns pertaining to sustainability matters.
In this document we provide additional transparency into our approach to engagement and voting on sustainability- related matters.
Our Approach to Assessing Materiality and Relevance of Sustainability Issues
While we believe that sustainability-related factors can expose potential investment risks as well as drive long-term value creation, the materiality of specific sustainability issues varies from industry to industry and company by company. With this in mind, we leverage several distinct frameworks as well as additional resources to inform our views on the materiality of a sustainability issue at a given company including:
| The Sustainability Accounting Standards Board (SASB) Materiality Map |
| The Task Force on Climate-related Financial Disclosures (TCFD) Framework |
| Disclosure expectations in a companys given regulatory environment |
| Market expectations for the sector and industry |
| Other existing third party frameworks, such as the CDP (formally the Carbon Disclosure Project) |
| Our proprietary R-Factor 1 score |
We expect companies to disclose information regarding their approach to identifying material sustainability-related risks and the management policies and practices in place to address such issues. We support efforts by companies to demonstrate the ways in which sustainability is incorporated into operations, business activities, and most importantly, long-term business strategy.
Approach to Engagement on Sustainability Issues
State Street Global Advisors holds more than 12,000 listed equities across its global portfolios. The success of our engagement process is due to our ability to prioritize and optimally allocate resources. Our approach is driven by:
1) Proprietary Screens
We have developed proprietary in-house sustainability screens to help identify companies for proactive engagement. These screens leverage our proprietary R-Factor score to identify sector and industry outliers for engagement and voting on sustainability issues.
2) Thematic Prioritization
As part of our annual stewardship planning process we identify thematic sustainability priorities that will be addressed during most engagement meetings. We develop our priorities based upon several factors, including client feedback, emerging sustainability trends, developing macroeconomic conditions, and evolving regulations. These engagements not only inform our voting decisions but also allow us to monitor improvement over time and to contribute to our evolving perspectives on priority areas. Insights from these engagements are shared with clients through our publicly available Annual Stewardship Report.
Voting on Sustainability Proposals
Historically, shareholder proposals addressing sustainability-related topics have been most common in the U.S. and Japanese markets. However, we have observed such proposals being filed in additional markets, including Australia, the UK, and continental Europe.
Agnostic of market, sustainability-related shareholder proposals address diverse topics and typically ask companies to either improve sustainability-related disclosure or enhance their practices. Common topics for sustainability-related shareholder proposals include:
| Climate-related issues |
| Sustainable practices |
| Gender equity |
| Campaign contributions and lobbying |
| Labor and human rights |
| Animal welfare |
State Street Global Advisors | C-11 |
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues
We take a case-by-case approach to voting on shareholder proposals related to sustainability topics and consider the following when reaching a final vote decision:
| The materiality of the sustainability topic in the proposal to the companys business and sector (see Our Approach to Assessing Materiality and Relevance of Sustainability Issues above) |
| The content and intent of the proposal |
| Whether the adoption of such a proposal would promote long-term shareholder value in the context of the companys disclosure and practices |
| The level of board involvement in the oversight of the companys sustainability practices |
| Quality of engagement and responsiveness to our feedback |
| Binding nature of proposal or prescriptiveness of proposal |
Vote Options for Sustainability- Related Proposals
| State Street Global Advisors votes For (support for proposal) if the issue is material and the company has poor disclosure and/or practices relative to our expectations. |
| State Street Global Advisors votes Abstain (some reservations) if the issue is material and the companys disclosure and/or practices could be improved relative to our expectations. |
| State Street Global Advisors votes Against (no support for proposal) if the issue is non-material and/or the companys disclosure and/or practices meet our expectations. |
1 |
State Street Global Advisors proprietary scoring model, which aligns with SASBs materiality map. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
State Street Global Advisors | C-12 |
© 2019 State Street Corporation. All Rights Reserved. ID15998 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
North America
(United States & Canada)
State Street Global Advisors North America Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in the US and Canada. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation Guidance.
C-13
Proxy Voting and Engagement Guidelines
State Street Global Advisors North America Proxy Voting and Engagement Guidelines address areas, including board structure, director tenure, audit related issues, capital structure, executive compensation, as well as 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 we believe are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research about corporate governance issues in North America, we expect all companies to act in a transparent manner and to 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), we proactively monitor companies adherence to the Corporate Governance Principles for US listed companies. Consistent with the comply-or-explain expectations established by the principles, we encourage 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, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and various other investment teams, collaborating on issuer engagements and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in North America.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors, with a balance of skills, expertise, and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect 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 the director nominee to support, we consider numerous factors.
State Street Global Advisors | C-14 |
Proxy Voting and Engagement Guidelines
Director Elections
Our 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 we consider when evaluating governance practices include, but are not limited to the following:
| Shareholder rights |
| Board independence |
| Board structure |
If a company demonstrates appropriate governance practices, we believe a director should be classified as independent based upon 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, we 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, State Street Global Advisors believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based upon 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? |
| Has the nominee received non-board related compensation from the issuer? |
In the US 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, we 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, we may withhold votes from directors based on the following:
| Overall average board tenure is excessive. In assessing excessive tenure, we give consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures |
| 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 that received a majority shareholder support at the last annual or special meeting |
| Consideration can be warranted 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 our 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 |
| Directors who appear to have been remiss in their duties |
Director Related Proposals
We generally vote 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 in order to remove directors with or without cause |
| Proposals that permit shareholders to elect directors to fill board vacancies |
| 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 |
State Street Global Advisors | C-15 |
Proxy Voting and Engagement Guidelines
We generally vote 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 |
| Proposals requiring two candidates per board seat |
Majority Voting
We will generally support a majority vote standard based on votes cast for the election of directors.
We will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or to repeal certain provisions.
Annual Elections
We generally support 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 the existence of a shareholder rights plan.
Cumulative Voting
We do not support cumulative voting structures for the election of directors.
Separation Chair/CEO
We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including 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, we believe that proxy access is a fundamental right and an accountability mechanism for all long-term shareholders. We will consider proposals relating to proxy access on a case-by-case basis. We 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.
We 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 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 |
| Board performance |
Age/Term Limits
Generally, we 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, we will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, we support 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
We generally support annual elections for the board of directors.
Confidential Voting
We will support confidential voting.
Board Size
We 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
We support 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. We deem 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. We will also support the disclosure of auditor and consulting relationships when the same or related
State Street Global Advisors | C-16 |
Proxy Voting and Engagement Guidelines
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.
We will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 2
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, we support requests that are not unreasonably dilutive or enhance the rights of common shareholders. 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, we support share increases for general corporate purposes up to 100% of current authorized stock.
We support 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, we will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
We vote on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, we 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.
We will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, we 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
We 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, we 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.
However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Mergers and Acquisitions
Mergers or the reorganization of 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.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
State Street Global Advisors | C-17 |
Proxy Voting and Engagement Guidelines
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
AntiTakeover Issues
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or to 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 We will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, we will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
We 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 nor 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 We analyze proposals for shareholder approval of a shareholder rights plan (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.
Special Meetings
We 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 |
| 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 |
We 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 |
We will vote for management proposals related to special meetings.
Written Consent
We 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 |
| 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 |
| The company has a poor governance profile |
We will vote management proposals on written consent on a case-by-case basis.
SuperMajority
We will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. We 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, the terms of the plan should be 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 that benefit participants only when the shareholders also benefit are those most likely to be supported.
State Street Global Advisors | C-18 |
Proxy Voting and Engagement Guidelines
Advisory Vote on Executive Compensation and Frequency
State Street Global Advisors 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. We support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. We seek adequate disclosure of various 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, we will rely primarily upon engagement to evaluate compensation plans.
Employee Equity Award Plans
We consider numerous criteria when examining equity award proposals. Generally we do 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. We review that number in light of certain factors, such as 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.
Repricing We 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 |
| The period of time covered by the plan |
There are numerous factors that we view as negative. If combined they may result in a vote against a proposal. Factors include:
| 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 |
| Excessive compensation (i.e. compensation plans which we deem 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 will not have any such repurchase plan factored into the dilution calculation if they do not (i) clearly state the intentions of any proposed share buy-back plan, (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..
162(m) Plan Amendments If a plan would not normally meet our criteria described above, but was primarily amended to add specific performance criteria to be used with awards that were designed to qualify for performance- based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then we will support the proposal to amend the plan.
Employee Stock Option Plans
We generally vote for stock purchase plans with an exercise price of not less than 85% of fair market value. However, we take market practice into consideration.
Compensation Related Items
We generally support the following proposals:
| Expansions to reporting of financial or compensation- related information within reason |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee |
State Street Global Advisors | C-19 |
Proxy Voting and Engagement Guidelines
We generally vote against the following proposal:
| Retirement bonuses for non-executive directors and auditors |
Miscellaneous/Routine Items
We generally support 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 |
| 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 |
| Exclusive forum provisions |
State Street Global Advisors generally does not support the following miscellaneous/routine governance items:
| Proposals requesting 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 |
| 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
2 |
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
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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.
State Street Global Advisors | C-21 | © 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Australia and New Zealand
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Australia and New Zealand. These guidelines complement and should be read in conjunction with State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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, we consider market specific nuances in the manner that we believe will best protect and promote the long-term economic value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines, and corporate governance codes. We may hold companies in such markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in Australia and New Zealand, we expect all companies at a minimum to comply with the ASX Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we 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.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) investment teams, collaborating on issuer engagement and providing input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
State Street Global Advisors 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
State Street Global Advisors 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. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. We expect boards of ASX 300 and New Zealand listed companies to be comprised of at least a majority of independent directors. At all other Australian listed companies, we expect boards to be comprised of at least one-third independent directors. Further, we expect boards of ASX 300 listed companies to have at least one female board member.
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Proxy Voting and Engagement Guidelines
Our 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 |
| Family ties with any of the companys advisers, directors, or senior employees |
When considering the election or re-election of a director, we also consider the number of outside board director-ships that a non-executive and an executive may undertake and attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance-related pay, cross-directorships, significant shareholdings, and tenure. We support the annual election of directors and encourages Australian and New Zealand companies to adopt this practice.
While we are generally supportive of having the roles of chairman and CEO separated in the Australian and New Zealand markets, we assess 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, we will monitor for circumstances in which a combined chairman/CEO is appointed or where a former CEO becomes chairman.
We may also consider board performance and directors who appear to be remiss in the performance of their oversight responsibilities when analyzing their suitability for reappointment (e.g. fraud, criminal wrongdoing and breach of fiduciary responsibilities).
We believe 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, and 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. We hold Australian and New Zealand companies to our global standards for developed financial markets by requiring that all members of the audit committee be independent directors.
In our analysis of boards, we consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We may vote against the re-election of members of the nomination committee if the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. We believe that executive pay should be determined by the board of directors. We expect 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, we believe that the vote provides investors a mechanism to address concerns they may have on the quality of oversight provided by the board on remuneration issues. Accordingly our voting guidelines accommodate local market practice.
Indemnification and limitations on liability
Generally, State Street Global Advisors 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 independent non-executive directors designated as members.
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Proxy Voting and Engagement Guidelines
Appointment of External Auditors
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we will take into consideration the level of detail in company disclosures. We will generally not support resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, we 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, we 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, to grow, and toachieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the returns and to ensure capital is deployed efficiently. State Street Global Advisors 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, we may vote against if such authorities are greater than 20% of the issued share capital. We 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
We generally support proposals 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. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation. We may also vote
against if the payout is excessive given the companys financial position. Particular attention will be warranted when the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganization of the company structure 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 financially sound or are thought to be destructive to shareholders rights are not supported. We will generally support transactions that maximize shareholder value. Some of the considerations include:
| 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose anti-takeover defenses, such as authorities for the board to issue warrants convertible into shares to existing shareholders during a hostile takeover.
Remuneration
Executive Pay
There is a simple underlying philosophy that guides State Street Global Advisors analysis of executive pay; there 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, we consider various
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Proxy Voting and Engagement Guidelines
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. State Street Global Advisors may oppose remuneration reports in which there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentive Plans
We 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. Generally, we do not support options under such plans being issued at a discount to market price nor plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities that seek shareholder approval for non-executive directors fees generally are not controversial. We generally support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by other comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
State Street Global Advisors 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. We allow boards to have discretion over the ways in which they provide oversight in this area. However, we expect
companies to disclose ways in which 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 that evolve in tandem with the political and economic landscape or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
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Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisorss express written consent.
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© 2019 State Street Corporation. All Rights Reserved. ID15919 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Europe
State Street Global Advisors European Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles that provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors Proxy Voting and Engagement Guidelines in European markets address areas, such as 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 to 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, we consider market-specific nuances in the manner that we believe will most likely protect and promote the long-term financial value of client investments. We expect companies to observe the relevant laws and regulations of their respective markets as well as country-specific best practice guidelines and corporate governance codes. We may hold companies in some markets to our global standards when we feel that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines.
In our analysis and research into corporate governance issues in European companies, we also consider guidance issued by the European Commission and country-specific governance codes. We proactively monitor companies adherence to applicable guidance and requirements. Consistent with the diverse comply-or-explain expectations established by guidance and codes, we encourage companies to proactively disclose their level of compliance with applicable provisions and requirements. In cases of non-compliance, when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors Proxy Voting and Engagement Philosophy
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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise in order to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Europe, Middle East, and Africa (EMEA) investment teams, collaborating on issuer engagement and providing input on company-specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
State Street Global Advisors is a signatory to the United Nations Principles of Responsible Investment (UNPRI). We are committed to sustainable investing; thus we are working to further integrate ESG principles into investment and corporate governance practices where applicable and consistent with our fiduciary duty.
Directors and Boards
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe 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 we expect boards of STOXX Europe 600 listed companies to have at least one female board member.
Our 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 the 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 |
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Proxy Voting and Engagement Guidelines
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem nonindependent if overall board independence is below one-third or if overall independence level is below 50% after excluding employee-representatives and/or directors elected in accordance with local laws who are not elected by shareholders. We also assess the division of responsibilities between chairman and CEO on a case-by- case basis, giving consideration to factors, such as overall level of independence on the board and general corporate governance standards in the company. We 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, we also consider the number of outside board directorships a non-executive holds, attendance at board meetings, and cross-directorships. In addition, we 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 favor of the annual election of directors, we recognize that director terms vary considerably in different European markets. We may vote against article/bylaw changes that seek to extend director terms. In addition, we may vote against directors if their terms extend beyond four years in certain markets.
We believe 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, and assessing effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight of executive pay. We may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, we consider 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, we may vote against the entire slate.
We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law if a director has not acted in bad faith, with gross negligence, or with 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
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appoint them at the annual meeting. When appointing external auditors and approving audit fees, we consider the level of detail in company disclosures; we 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, we 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. We may consider auditor tenure when evaluating the audit process in certain circumstances.
Limit Legal Liability of External Auditors
We generally oppose 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. State Street Global Advisors supports the one share one vote policy and favors a share structure
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where all shares have equal voting rights. We believe pre-emption rights should be introduced for shareholders in order to provide adequate protection from excessive dilution from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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. We support 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, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support 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 disapplying pre-emption rights, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we oppose capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
We typically support proposals to repurchase shares; however, there are exceptions in some cases. We do not support repurchases in cases if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which the company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 to cases in which the payment may damage the companys long-term financial health.
Related-Party Transactions
Some 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, we expect companies to provide details of the transaction, such as the nature, the value, and the purpose of such a transaction. We also encourage independent directors to ratify such transactions. Further we encourage 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 restructurings often involve proposals relating to reincorporation, restructurings, mergers, liquidation, and other major changes to the corporation. Proposals will be supported if they are in the best interests of the shareholders, which is demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general provisions that are not viewed as financially sound or are thought to be destructive to shareholders rights are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
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We 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 |
| The current market price of the security exceeds the bid price at the time of voting. |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses, with legal restrictions lacking in some markets. We support the one-share, one-vote policy. For example, dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. We oppose unlimited share issuance authorizations because they can be used as antitakeover devices. They have the potential for substantial voting and earnings dilution. We also monitor the duration of time for authorities to issue shares, as well as whether there are restrictions and caps on multiple issuance authorities during the specified time periods. We oppose antitakeover 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 various types of plans and awards , there is a simple underlying philosophy that guides our analysis of executive pay; there 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, we consider factors such as adequate disclosure of 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices and if the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
We may not support proposals regarding equity-based incentive plans where insufficient information is provided on matters, including grant limits, performance metrics, performance and vesting periods, and overall dilution. Generally we do not support options under such plans being issued at a discount to market price or plans that allow for retesting of performance metrics.
NonExecutive Director Pay
In European markets, proposals seeking shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether the fees are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance-related pay to non-executive directors on a company-by-company basis.
Risk Management
We believe 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. We allow boards discretion regarding the ways in which they provide oversight in this area. However, we expect companies to disclose how the board provides oversight on its risk management system and risk identification. 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material
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sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to State Street Global Advisors Funds Management, Inc. State Street Global Advisors Funds Management, Inc. is an SEC-registered investment adviser. State Street Global Advisors Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 3000.
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March 2019
Proxy Voting and Engagement Guidelines
Japan
State Street Global Advisors Japan Proxy Voting and Engagement Guidelines 1 outline our expectations of companies listed on stock exchanges in Japan. These guidelines complement and should be read in conjunction with State Street Global Advisors overarching Global Proxy Voting and Engagement Guidelines, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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State Street Global Advisors 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, State Street Global Advisors 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, State Street Global Advisors expects Japanese companies to address conflicts of interest and risk management and to demonstrate an effective process for monitoring management. In our analysis and research regarding corporate governance issues in Japan, we expect all companies at a minimum to comply with Japans Corporate Governance Principles and proactively monitor companies adherence to the principles. Consistent with the comply or explain expectations established by the Principles, we encourage 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, we may vote against the board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 State Street Global Advisors Active Fundamental and Asia-Pacific (APAC) Investment teams; the teams collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
State Street Global Advisors 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
State Street Global Advisors believes that a well constituted board of directors with a balance of skills, expertise, and independence, provides the foundation for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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 that are necessary to protect shareholder interests. Further we expect 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 a board level audit committee. We 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 voting rights at the board; however,
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they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
State Street Global Advisors will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on our 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 wrong doing, and breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors; however, we believe there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| We believe 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, we may oppose the board leader who is responsible for the director nomination process. |
| For controlled, non-TOPIX 500 companies with a statutory auditor structure or hybrid structure, we may oppose the board leader 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, State Street Global Advisors may oppose the board leader, if the board does not have at least two outside directors. |
For companies with a committee structure or a hybrid board structure, we also take into consideration the overall independence level of the committees. In determining director independence, we consider the following factors:
| Participation in related-party transactions and other business relations with the company |
| Past employment with the company |
| Professional services provided to the company |
| Family ties with the company |
Regardless of board structure, we may oppose the election of a director for the following reasons:
| Failure to attend board meetings |
| In instances of egregious actions related to a directors service on the board |
Indemnification and Limitations on Liability
Generally, State Street Global Advisors 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. We believe limitations and indemnification are necessary to attract and retain qualified directors.
Audit-Related Items
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should have the opportunity to vote on the appointment of the auditor at the annual meeting.
Ratifying External Auditors
We 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.
Limiting Legal Liability of External Auditors
We generally oppose 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
State Street Global Advisors supports the one share one vote policy and favors a share structure where all shares have equal voting rights. We support proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
We believe pre-emption rights should be introduced for shareholders. This can provide adequate protection from excessive dilution due to the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
We generally oppose proposals authorizing the creation of new classes of common stock with superior voting rights. We will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, we 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.
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However, we will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
We generally support increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, we may oppose the request if the increase in authorized capital exceeds 100% of the currently authorized capital. Where share issuance requests exceed our standard threshold, we will consider the nature of the specific need, such as mergers, acquisitions and stock splits.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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. We will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. We believe 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.
We generally support proposals 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. We 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. We will support proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations. In general, provisions that are deemed to be destructive to shareholders rights or financially detrimental are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| Offers in which the current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
In general, State Street Global Advisors 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. It may also 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), we consider the following conditions: (i) release of proxy circular with details of the proposal with adequate notice in advance of meeting, (ii) minimum trigger of over 20%, (iii) maximum term of three years, (iv) sufficient number of independent directors, (v) presence of an independent committee, (vi) annual election of directors, and (vii) lack of protective or entrenchment features. Additionally, we consider the length of time that a shareholder rights plan has been in effect.
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In evaluating an amendment to a shareholder rights plan (poison pill), in addition to the conditions above, we 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. State Street Global Advisors, 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.
Adjustments 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. We will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. We may oppose proposals to increase the ceiling if there has been corporate malfeasance or sustained poor performance.
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, we believe that existing shareholder approval of the bonus should be considered best practice. As a result, we support management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Retirement Bonuses for Directors/Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based upon 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, we support these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Stock Plans
Most option plans in Japan are conservative, particularly at large companies. Japanese 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, we cannot calculate the dilution level and, therefore, we may oppose such plans for poor disclosure. We also oppose 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. We evaluate 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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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, State Street Global Advisors views proposals that expand and diversify the companys business activities as routine and non-contentious. We will monitor instances in which there has been an inappropriate acquisition and diversification away from the companys main area of competence that 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 State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc.is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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.
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© 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
United Kingdom and Ireland
State Street Global Advisors, United Kingdom and Ireland Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
State Street Global Advisors 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 a board of directors is to preserve and enhance shareholder value and to protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management, and 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, we consider market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. We expect 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 identify that a countrys regulatory requirements do not address some of the key philosophical principles that we believe are fundamental to our global voting guidelines, we may hold companies in such markets to our global standards.
In our analysis and research into corporate governance issues in the UK and Ireland, we expect 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 monitor companies adherence to the Code. Consistent with the comply or explain expectations established by the Code, we encourage companies to proactively disclose their level of compliance with the Code. In instances of non-compliance in which companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, we may vote against the independent board leader.
State Street Global Advisors 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, and environmental and social issues. We have established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. We engage 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 Europe, Middle East, and Africa (EMEA) Investment teams. We collaborate on issuer engagement and provide input on company specific fundamentals. We are also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
State Street Global Advisors 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
We believe that a well constituted board of directors, with a balance of skills, expertise and independence, provides the foundations for a well governed company. We view board quality as a measure of director independence, director succession planning, board diversity, evaluations and refreshment, and company governance practices. We vote 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, we believe independent directors are crucial to robust 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, we expect boards of FTSE 350 listed companies to have at least one female board member.
Our broad criteria for director independence for 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 |
| If the company classifies the director as non-independent |
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Proxy Voting and Engagement Guidelines
When considering the election or re-election of a director, we also consider the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, we monitor other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships and significant shareholdings. We support the annual election of directors.
While we are generally supportive of having the roles of chairman and CEO separated in the UK market, we assess 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 we monitor for circumstances in which a combined chairman/CEO is appointed or a former CEO becomes chairman.
We 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).
We believe 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, the appointment of external auditors, auditor qualifications and independence, and effectiveness and resource levels. Similarly executive pay is an important aspect of corporate governance, and it should be determined by the board of directors. We expect companies to have remuneration committees to provide independent oversight over executive pay. We will vote against nominees who are executive members of audit or remuneration committees.
We consider 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 reviewing the balance of skills, knowledge, and experience of the board. It also ensures that adequate succession plans are in place for directors and the CEO. We 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, we support proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law. This holds if a director has not acted in bad faith, gross negligence, nor 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
State Street Global Advisors believes that a companys auditor is an essential feature of an effective and transparent system of external supervision. 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, we 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, we 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, we may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
We generally oppose limiting the legal liability of audit firms because we believe this could create a negative impact on the quality of the audit function.
Shareholder Rights and Capital-Related Issues
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, to grow, and to achieve returns above their cost of capital. The approval of capital raising activities is essential to shareholders ability to monitor returns and to ensure capital is deployed efficiently. We support capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
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Proxy Voting and Engagement Guidelines
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, we may vote against if such authorities are greater than 20% of the issued share capital. We may also vote against resolutions that seek 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
We generally support a proposal to repurchase shares. However, this is not the case if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, the range of premium/ discount to market price at which a company can repurchase shares, and the timeframe for the repurchase. We may vote against share repurchase requests that allow share repurchases during a takeover period.
Dividends
We generally support dividend payouts that constitute 30% or more of net income. We 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 financially sound or are thought to be destructive to shareholders rights and are not supported.
We will generally support transactions that maximize shareholder value. Some of the considerations include 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock |
| Offers in which we believe there is a reasonable prospect for an enhanced bid or other bidders |
| The current market price of the security exceeds the bid price at the time of voting |
Anti-Takeover Measures
We oppose 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 our analysis of executive pay, There 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 policies and reports, we consider adequate disclosure of various 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. We may oppose remuneration reports where pay seems misaligned with shareholders interests. We may also vote against the re-election of members of the remuneration committee if we have serious concerns about remuneration practices or if the company has not been responsive to shareholder concerns.
Equity Incentive Plans
We may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance, vesting periods, and overall dilution. Generally we do not 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 that seek shareholder approval for non-executive directors fees are generally not controversial. We typically support resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by comparable companies. We will evaluate any non-cash or performance related pay to non-executive directors on a company- by- company basis.
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Proxy Voting and Engagement Guidelines
Risk Management
State Street Global Advisors 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 of the risk management process established by senior executives at a company. We allow boards discretion over how they provide oversight in this area. We expect companies to disclose how the board provides oversight on its risk management system and risk identification. Boards should also review existing and emerging risks as they can evolve with a changing political and economic landscape or as companies diversify their operations into new areas.
Environmental and Social Issues
As a fiduciary, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify
companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
1 |
These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors |
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Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-45 | © 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
March 2019
Proxy Voting and Engagement Guidelines
Rest of the World
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines 1 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 State Street Global Advisors overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation Guidelines.
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Proxy Voting and Engagement Guidelines
At State Street Global Advisors, we recognize that countries in international markets that are not covered under specific country/regional guidelines are disparate in their corporate governance frameworks and practices. We also evaluate the various factors that contribute to 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. This guidance pertains to international markets not covered under specific country/regional guidelines, specifically emerging markets. 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, our proxy voting guidelines are designed to identify and to address specific governance concerns in each market.
State Street Global Advisors Proxy Voting and Engagement Philosophy in Emerging Markets
State Street Global Advisors 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. The overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country. Thus improving the macro governance framework in a country may help to reduce governance risks and to increasethe overall value of our holdings over time. In order to improve the overall governance framework and practices in a country, members of our Asset Stewardship team endeavor to engage with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. We are 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 State Street Global Advisors Asset Stewardship Team works alongside members of the Active Fundamental and emerging market specialists 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 our proxy voting and engagement philosophy in emerging markets.
Our proxy voting guidelines in emerging markets address six broad areas:
| Directors and Boards |
| Accounting and Audit Related Issues |
| Shareholder Rights and Capital Related Issues |
| Remuneration |
| Environmental and Social Issues |
| General/Routine Issues |
Directors and Boards
We believe that a well constituted board of directors with a balance of skills, expertise, and independence provides the foundation 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, render the election of directors as one of the most important fiduciary duties we perform in emerging market companies.
We vote 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. We expect companies to meet minimum overall board independence standards as defined in a corporate governance code or market practice. Therfore, in several countries, we will vote against select non-independent directors if overall board independence levels do not meet market standards.
Our 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 |
| Attendance levels |
In some countries, market practice calls for the establishment of a board level audit committee. In such cases, we believe companies should have an audit committee that is responsible for monitoring the integrity of the financial statements of the company and appointing external auditors. It should also monitor their qualifications, independence,effectiveness, and resource levels. Based upon our desire to enhance the quality of financial and accounting oversight provided by independent directors, we expect that listed companies have an audit committee that is constituted of a majority of independent directors.
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Proxy Voting and Engagement Guidelines
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 upon financial statements. We believe that audit committees provide the necessary oversight for the selection and appointment of auditors, the companys internal controls, and the accounting policies, and the overall audit process. In emerging markets, we encourage boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
We believe that a companys auditor is an essential feature of an effective and transparent system of external supervision. Shareholders should be given the opportunity to vote on their appointment or re-appointment at the annual meeting. We believe that it is imperative for audit committees to select outside auditors who are independent from management.
Shareholder Rights and Capital-Related Issues
State Street Global Advisors 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. We believe the company should have a business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transactions
Most companies in emerging markets have a controlled ownership structure that often includes 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, we expect companies to provide details about the transaction, such as its nature, value, and purpose. This also encourages independent directors to ratify such transactions. Further we encourage 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, we expect companies to clearly state the business purpose for the program and a definitive number of shares to be repurchased.
Mergers and Acquisitions
Mergers or reorganization of 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 financially sound or are thought to be destructive to shareholders rights are not supported.
We evaluate mergers and structural reorganizations on a case-by-case basis. We 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 |
| Offers in which the secondary market price is substantially lower than the net asset value |
We 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 |
| The current market price of the security exceeds the bid price at the time of voting |
We will actively seek direct dialogue with the board and management of companies that 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 State Street Global Advisors to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
State Street Global Advisors | C-48 |
Proxy Voting and Engagement Guidelines
Remuneration
We consider it to be the boards responsibility to set appropriate levels of executive remuneration. Despite the differences among the types of plans and the potential awards, there is a simple underlying philosophy that guides our 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, we support 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, State Street Global Advisors takes a comprehensive approach to engaging with our portfolio companies about material environmental and social (sustainability) issues. We use our voice and our vote through engagement, proxy voting, and thought leadership in order to communicate with issuers and educate market participants about our perspective on important sustainability topics. Our Asset Stewardship program prioritization process allows us to proactively identify companies for engagement and voting in order to mitigate sustainability risks in our portfolio. Through engagement, we address a broad range of topics that align with our thematic priorities and build long-term relationships
with issuers. When voting, we fundamentally consider whether the adoption of a shareholder proposal addressing a material sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice.
For more information on our approach to environmental and social issues, please see our Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues available at ssga.com/about-us/asset-stewardship.html .
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, our guidelines consider several factors, such as historical dividend payouts, pending litigation, governmental investigations, charges of fraud, or other indication of significant concerns.
More Information
Any client who wishes to receive information on how its proxies were voted should contact its State Street Global Advisors relationship manager.
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These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. SSGA Funds Management, Inc. is an SEC-registered investment adviser. SSGA Funds Management, Inc., State Street Global Advisors Trust Company, and other advisory affiliates of State Street make up State Street Global Advisors, the investment management arm of State Street Corporation. |
State Street Global Advisors | C-49 |
Proxy Voting and Engagement Guidelines
ssga.com
State Street Global Advisors Worldwide Entities
Abu Dhabi: State Street Global Advisors Limited, Middle East Branch, 42801, 28, Al Khatem Tower, Abu Dhabi Global Market Square, Al Mayah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. 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, Chaussée 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 Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. 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 Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th floor), P.O Box 26838, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Regulated by the Dubai Financial Services Authority (DFSA). T: +971 (0)4 4372800, F: +971 (0)4 4372818. France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at 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. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. 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. Registered office address 78 Sir John
Rogersons Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. State Street Global Advisors Ireland Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 10495250960 - R.E.A. 2535585 and VAT number 10495250960 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. Telephone: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogersons Quay, Dublin 2. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). Telephone: +65 6826 7555. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. Facsimile F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 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 Iron Street, Boston MA 02210. T: +1 617 786 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 State Street Global Advisors express written consent.
State Street Global Advisors | C-50 |
© 2019 State Street Corporation. All Rights Reserved. ID15918 0319 Exp. Date: 03/31/2020 |
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 April 5, 2019 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 April 5, 2019 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 International 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 and/or Expense Reimbursement Arrangements letter dated March 26, 2019 between SSGA Funds Management, Inc. and the Trust with respect to State Street Defensive Global Equity Fund (formerly known as 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 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 Ultra Short Term Bond Fund, State Street International Value Spotlight Fund, and State Street Treasury Obligations Fund is filed herewith. | |
(6) | Fee Waiver and/or Expense Reimbursement Arrangements letter between SSGA Funds Management, Inc. and the Trust with respect to the State Street China Equity Select Fund will be filed by subsequent amendment. | |
(7) | Fee Waiver and/or Expense Reimbursement Arrangements letter between SSGA Funds Management, Inc. and the Trust with respect to the State Street ESG Prime Fund will be filed by subsequent amendment. | |
(e)(1) | Amended and Restated Distribution Agreement between the Registrant and State Street Global Advisors Funds Distributors, LLC (SSGA FD), is incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(2) | Notice to the Distribution Agreement related to the State Street Treasury Obligations Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(3) | Notice to the Distribution Agreement related to the State Street China Equity Select Fund will be filed by subsequent amendment. | |
(4) |
Notice to the Distribution Agreement related to the State Street ESG Prime Fund will be filed by subsequent amendment. |
|
(f) | Not applicable. |
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(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 incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(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. |
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(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 will be filed by subsequent amendment. | |
(14) | 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 China Equity Select Fund will be filed by subsequent amendment. | |
(15) | 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 ESG Prime Fund will be filed by subsequent amendment. | |
(16) | First Amendment to Master Amended and Restated Securities Lending Authorization Agreement between SSGA Funds, State Street Institutional Investment Trust, and State Street Master Funds dated December 7, 2018 is filed herewith. | |
(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. |
3
(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 incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(1)(k) | Notice to the Transfer Agency and Service Agreement dated June 1, 2015 between DST Asset Manager Solutions, Inc. and the Trust with respect to State Street China Equity Select Fund will be filed by subsequent amendment. | |
(1)(l) | Notice to the Transfer Agency and Service Agreement dated June 1, 2015 between DST Asset Manager Solutions, Inc. and the Trust with respect to State Street ESG Prime Fund will be filed by subsequent amendment. | |
(1)(m) | Amended Schedule A dated January 22, 2019 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)(n) | Shareholder Servicing Agreement dated October 1, 2017 between SSGA FD and the Trust is incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(1)(o) | Amendment dated June 28, 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)(p) | DST Digital Solutions Services Master Agreement dated July 1, 2018 between DST Systems, Inc. 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 International Value Spotlight 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 to the State Street Treasury Obligations Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(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 China Equity Select Fund will be filed by subsequent amendment. | |
(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 ESG Prime Fund will be filed by subsequent amendment. | |
(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 International 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. |
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(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 incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(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 will be filed by subsequent amendment. | |
(2)(k) | 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 China Equity Select Fund will be filed by subsequent amendment. | |
(2)(l) | 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 ESG Prime Fund will be filed by subsequent amendment. | |
(2)(m) | Amendment dated June 29, 2018 to the Master Sub-Administration Agreement dated June 1, 2015 between State Street Bank and Trust Company and SSGA Funds Management, Inc. is filed herewith. | |
(2)(n) | Form of Indemnification Agreement between the Trust and the Board of Trustees of the Trust is filed herewith. | |
(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 incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(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. |
5
(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. |
6
(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 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. | |
(19) | Legal Opinion of Ropes & Gray LLP with respect to the State Street International 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. | |
(20) | 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. | |
(21) | 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 filed herewith. | |
(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 is filed herewith. | |
(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. | |
(5) | Power of Attorney as it relates to the Trust is filed herewith. |
7
(p)(1) | Joint Code of Ethics governing the Registrant is incorporated herein by reference to Post-Effective Amendment No. 253 to the State Street Institutional Investment Trusts Registration Statement on From N-1A filed with the Commission on April 25, 2018. | |
(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.
Under a separate Indemnification Agreement by and among the Registrant and each Trustee, the Registrant has undertaken to indemnify and advance expenses to each Trustee in a manner consistent with the laws of the Commonwealth of Massachusetts. The Agreement precludes indemnification or advancement of expenses with respect to disabling conduct (willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of office) and sets forth reasonable and fair means for determining whether indemnification or advancement of expenses shall be made.
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. SSGA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (SSGA), the investment management 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 CTA - Chief 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; Senior Managing Director and Chief Financial Officer of SSGA | |
Chris Baker | Chief Compliance Officer of SSGA FM; Managing Director and Chief Compliance Officer of SSGA; prior to February 2018, Managing Director and Senior Compliance Officer for Alternative Investment Solutions, Sector Solutions, and Global Marketing at State Street Corporation | |
Bo Trevino | Treasurer of SSGA FM; Vice President of SSGA | |
Sean OMalley, Esq. | Chief Legal Officer of SSGA FM; Senior Vice President and Deputy General Counsel of SSGA |
8
Name | Principal Occupation | |
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 Funds, State Street Variable Insurance Series Funds, Inc., SSGA Funds, SPDR Series Trust, SPDR Index Shares Funds, SSGA Active Trust, State Street Master Funds, State Street Institutional Investment Trust, 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 | ||
Jeanne M. LaPorta | Director | None | ||
Steven Lipiner | Director | None | ||
Yeng Butler | Director | None | ||
Ellen M. Needham | Director | President and Trustee | ||
John Tucker | Director | None | ||
M. Patrick Donovan |
Chief Compliance Officer and Anti-Money Laundering Officer |
None | ||
David Maxham | 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,
9
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 International 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 Defensive Global Equity Fund, State Street Treasury Obligations Money Market Fund and State Street China Equity Select 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. 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 International 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 Defensive Global Equity Fund, State Street Treasury Obligations Money Market Fund and State Street China Equity Select Fund.
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Item 34. |
Management Services |
Not applicable.
Item 35. |
Undertakings |
Not applicable.
10
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 29th day of April, 2019.
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 29th day of April, 2019:
Signature |
Signature |
|||
/s/ Michael F. Holland* |
/s/ James E. Ross* |
|||
Michael F. Holland, Trustee | James E. Ross, Trustee | |||
/s/ Patrick J. Riley* |
/s/ Richard D. Shirk* |
|||
Patrick J. Riley, Trustee | Richard D. Shirk, Trustee | |||
/s/ Michael A. Jessee* |
/s/ Rina K. Spence* |
|||
Michael A. Jessee, Trustee | Rina K. Spence, Trustee | |||
/s/ Bruce S. Rosenberg |
/s/ Bruce D. Taber* |
|||
Bruce S. Rosenberg, Treasurer and Principal Financial Officer | Bruce D. Taber, Trustee | |||
/s/ Ellen M. Needham |
/s/ John R. Costantino* |
|||
Ellen M. Needham, President (Principal Executive Officer) and Trustee | John R. Costantino, Trustee | |||
/s/ Donna M. Rapaccioli* |
||||
Donna M. Rapaccioli, Trustee |
*By: |
/s/ Jesse D. Hallee |
|
Jesse D. Hallee Attorney-in-Fact Pursuant to Powers of Attorney |
11
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. 256 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 29, 2019. 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 29, 2019. Each of the following persons is signing this Post-Effective Amendment No.256 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/ Patrick J. Riley* |
/s/ Richard D. Shirk* |
|||
Patrick J. Riley, Trustee | Richard D. Shirk, Trustee | |||
/s/ Michael A. Jessee* |
/s/ Rina K. Spence* |
|||
Michael A. Jessee, Trustee | Rina K. Spence, Trustee | |||
/s/ Bruce S. Rosenberg |
/s/ Bruce D. Taber* |
|||
Bruce S. Rosenberg, Treasurer and Principal Financial Officer | Bruce D. Taber, Trustee | |||
/s/ Ellen M. Needham |
/s/ John R. Costantino* |
|||
Ellen M. Needham, President (Principal Executive Officer) and Trustee | John R. Costantino, Trustee | |||
/s/ Donna M. Rapaccioli* |
||||
Donna M. Rapaccioli, Trustee |
*By: |
/s/ Jesse D. Hallee |
|
Jesse D. Hallee Attorney-in-Fact Pursuant to Powers of Attorney |
12
SIGNATURES
This Registration Statement contains certain disclosures regarding the State Street Defensive 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. 256 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 29, 2019. 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* |
Trustee | April 29, 2019 | ||
Bonny E. Boatman | ||||
/s/ Dwight D. Churchill* |
Trustee | April 29, 2019 | ||
Dwight D. Churchill | ||||
/s/ Frank Nesvet* |
Trustee | April 29, 2019 | ||
Frank Nesvet | ||||
/s/ Claire Richer* |
Trustee | April 29, 2019 | ||
Claire Richer | ||||
/s/ Sandra G. Sponem* |
Trustee | April 29, 2019 | ||
Sandra G. Sponem | ||||
/s/ Carl G. Verboncoeur* |
Trustee | April 29, 2019 | ||
Carl G. Verboncoeur | ||||
/s/ James E. Ross* |
Trustee | April 29, 2019 | ||
James E. Ross | ||||
/s/ Ellen M. Needham |
President and Principal Executive Officer | April 29, 2019 | ||
Ellen M. Needham | ||||
/s/ Bruce S. Rosenberg |
Treasurer and Principal Financial Officer | April 29, 2019 | ||
Bruce S. Rosenberg |
*By: |
/s/ Jesse D. Hallee |
|
Jesse D. Hallee As Attorney-in-Fact Pursuant to Power of Attorney |
13
EXHIBIT INDEX
Exhibit
|
Description |
|
28(d)(2) | Amended and Restated Appendix A dated April 5, 2019 to the Investment Advisory Agreement | |
28(d)(3) | Amended and Restated Appendix B dated April 5, 2019 to the Investment Advisory Agreement | |
28(d)(5) | Fee Waiver and/or Expense Reimbursement Arrangements | |
28(g)(16) | First Amendment to Master Amended and Restated Securities Lending Authorization Agreement | |
28(h)(1)(m) | Amended Schedule A to the Transfer Agency and Service Agreement | |
28(h)(1)(o) | Amendment to the Transfer Agency and Service Agreement | |
28(h)(1)(p) | Master Agreement DST Digital Solutions Services | |
28(h)(2)(m) | Amendment to Master Sub-Administration Agreement | |
28(h)(2)(n) | Form of Indemnification Agreement between the Trust and the Board of Trustees | |
28(j) | Consent of Ernst & Young LLP | |
28(m)(1) | Amended and Restated Rule 12b-1 Plan | |
28(n)(1) | Amended and Restated Plan Pursuant to Rule 18f-3 | |
28(o)(5) | Power of Attorney as it relates to the Trust |
15
Ex.28(d)(2)
Amended and Restated
Appendix A
to the
Amended and Restated Investment Advisory Agreement
Effective as of April 5, 2019
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 |
0.025 | % | ||
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 5th day of April 2019.
Attest: |
STATE STREET INSTITUTIONAL INVESTMENT TRUST |
|||||||||
By: |
/s/ Caroline Feeney |
By: |
/s/ Bruce Rosenberg |
|||||||
Name: Bruce Rosenberg | ||||||||||
Title: Treasurer | ||||||||||
Attest: | SSGA FUNDS MANAGEMENT, INC. | |||||||||
By: |
/s/ Caroline Feeney |
By: |
/s/ 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 April 5, 2019
The Adviser is entitled to receive, on a monthly basis, an investment advisory fee as follows:
Fund |
Annual Fee Rate
|
|||
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 Ultra Short Term Bond Fund |
0.25 | % | ||
State Street Ultra Short Term Bond Portfolio |
0.00 | % | ||
State Street International Value Spotlight Fund |
0.75 | % |
As consideration for the Advisers services to the State Street Defensive Global Equity Fund (formerly, State Street Disciplined Global Equity 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 Defensive Global Equity Fund |
0.75 | % |
This Appendix B is hereby amended and restated effective as of the 5th day of April 2019.
Attest: | STATE STREET INSTITUTIONAL INVESTMENT TRUST | |||||||
By: |
/s/ Caroline Feeney |
By: |
/s/ Bruce Rosenberg |
|||||
Name: | Bruce Rosenberg | |||||||
Title: | Treasurer | |||||||
Attest: | SSGA FUNDS MANAGEMENT, INC. | |||||||
By: |
/s/ Caroline Feeney |
By: |
/s/ Ellen M. Needham |
|||||
Name: | Ellen M. Needham | |||||||
Title: | President |
1
Ex. 28(d)(5)
March 26, 2019
Mr. Bruce Rosenberg
Treasurer
State Street Institutional Investment Trust
c/o SSGA Funds Management, Inc.
1 Iron Street
Boston, Massachusetts 02210
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 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, interest, taxes, 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 Global Equity ex-U.S. Index Portfolio |
0.08 | % | April 30, 2020 | |||||
State Street Small/Mid Cap Equity Index Portfolio |
0.03 | % | April 30, 2020 | |||||
State Street Disciplined Global Equity Fund |
0.75 | % | April 30, 2020 |
(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, interest, taxes, 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 |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2015 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2020 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2025 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2030 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2035 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2040 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2045 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2050 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2055 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Target Retirement 2060 Fund |
0.09 | % | April 30, 2020 | |||||
State Street Equity 500 Index Fund |
0.02 | % | April 30, 2020 | |||||
State Street Equity 500 Index II Portfolio |
0.02 | % | April 30, 2020 | |||||
State Street Aggregate Bond Index Fund |
0.025 | % | April 30, 2020 | |||||
State Street Aggregate Bond Index Portfolio |
0.025 | % | April 30, 2020 | |||||
State Street Small/Mid Cap Equity Index Fund |
0.045 | % | April 30, 2020 |
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, interest, taxes, 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 |
0.015 | % | April 30, 2020 | |||||
State Street International Developed Equity Index Fund |
0.09 | % | April 30, 2020 | |||||
State Street Institutional Liquid Reserves Fund |
0.07 | % | April 30, 2020 | |||||
State Street Institutional U.S. Government Money Market Fund |
0.07 | % | April 30, 2020 | |||||
State Street Institutional Treasury Plus Money Market Fund |
0.07 | % | April 30, 2020 | |||||
State Street Emerging Markets Equity Index Fund |
0.12 | % | April 30, 2020 | |||||
State Street Cash Reserves Fund |
0.12 | % | April 30, 2020 | |||||
State Street Conservative Income Fund |
0.12 | % | April 30, 2020 | |||||
State Street Ultra Short Term Bond Fund |
0.30 | % | April 30, 2020 | |||||
State Street International Value Spotlight Fund |
0.70 | % | April 30, 2020 |
(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, interest, taxes, 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, 2020 |
(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, interest, taxes, 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.
Page 2 of 3
Ex. 28(d)(5)
Section II. Other Arrangements
(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(g)(16)
REDEMPTION AND PURCHASE REQUEST
And
FIRST AMENDMENT TO 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 EACH OF ITS RESPECTIVE SERIES
AS LISTED ON SCHEDULE B OF THE AGREEMENT,
SEVERALLY AND NOT JOINTLY,
And
STATE STREET BANK AND TRUST COMPANY
This First Amendment (this Amendment ) dated December 7, 2018 is among SSGA FUNDS, STATE STREET INSTITUTIONAL INVESTMENT TRUST, and STATE STREET MASTER FUNDS, each an open-end management investment company, organized as a Massachusetts business trust, on behalf of each of its respective series as listed on Schedule B of the Agreement (defined below), severally and not jointly, each a registered management investment company organized and existing under the laws of Massachusetts (the Trust ) and STATE STREET BANK AND TRUST COMPANY ( State Street ). The Trust, acting on behalf of each of its series, a Fund and collectively, the Funds .
Reference is made to the Securities Lending Authorization Agreement dated as of January 6, 2017, between the Funds and State Street (the Agreement ).
WHEREAS, the Funds and State Street both desire to amend the Agreement as set forth in this Amendment;
NOW, THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement as follows:.
1. |
Liquidation Request . Each Fund hereby requests that, on December 10, 2018, State Street (i) redeem (the Redemption ) all units of the State Street Navigator Securities Lending Government Money Market Portfolio ( Navigator Government ) then owned by such Fund as permitted by the governing documents and Board of Directors of Navigator Government, and (ii) use all cash (including cash proceeds from the Redemption and all remaining cash associated with securities lending) to purchase for each Fund units of the State Street Navigator Securities Lending Portfolio II ( Portfolio II ) pursuant to the amended investment instructions provided on Schedule A to the Agreement. The Funds acknowledge and agree that each Fund is obligated to pay all amounts due with respect to loans of securities by such Fund to borrowers ( Borrowers ) and State Street in connection with the Agreement, this Amendment, and the agreements between Borrowers and State Street (on behalf of its agency lending clients, including the Funds) that govern such loans to Borrowers. |
Ex. 28(g)(16)
2. |
Amendments . |
a) |
Section 3 . Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following new Section 3; |
All of the Funds securities held by State Street as trustee or custodian shall be subject to this securities lending program and constitute Available Securities hereunder, except those securities which the Fund or the Investment Manager specifically identifies herein or in notices to State Street as not being Available Securities. In the absence of any such identification herein or other notices identifying specific securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Funds securities should be excluded from the securities lending program.
State Street will not make a Loan on behalf of a Fund if immediately following such Loan (a) the aggregate outstanding Loans for such Fund would be in excess of (a) forty percent (40%) of such Funds net asset value (which term excludes the value of Collateral received by the Fund in connection with outstanding Loans), or (b) such alternative limit established by the Fund and communicated in writing to, and acknowledged by, State Street; provided that at no time shall any lending limit exceed the regulatory limit of thirty-three and one-third percent (33 1/3%) of the Funds total asset value.
Furthermore, State Street will not make a Loan on behalf of a Fund if immediately following such Loan the aggregate outstanding loans of an individual security for such Fund would be in excess of ninety percent (90%) of such Funds aggregate holdings of such individual security or such alternative limit established by the Fund and communicated in writing to, and acknowledged by, State Street. Should the applicable law, or any alternative limit established by the Fund with respect to the maximum percentage of a Funds assets that the Fund may have on-loan, change an Authorized Representative of the Fund or the Investment Manager shall so notify State Street and such alternative limit will become effective when receipt of the Funds notification is acknowledged by State Street. This test will be applied based on asset valuations made available to State Street at the close of business on the immediately prior day.
The parties agree that at the initiation of each Loan collateralized with cash Collateral, the Total Spread must be equal to or greater than ten (10) basis points (the Minimum Total Spread Test). For the avoidance of doubt, loans may have a Total Spread that is lower than ten (10) basis points during the term of the loan so long as the loan satisfied the Minimum Total Spread Test at initiation. There will be no Minimum Total Spread Test applied to Loans collateralized with non-cash Collateral.
The parties further agree that the Funds may terminate the Minimum Total Spread Test (for all, and not a portion of, the Funds listed on Schedule B hereto) by written amendment instruction from the Funds, communicated to and acknowledged in writing by, State Street. Following such Minimum Total Spread Test termination, the Funds may re-instate the Minimum Total Spread Test (for all, and not a portion of, the Funds listed
Ex. 28(g)(16)
on Schedule B hereto) by written amendment instruction from the Funds, communicated to and acknowledged in writing by, State Street. Notwithstanding anything in Section 26 of this Agreement, the parties agree that such written amendment instruction and acknowledgement may be delivered by email. The parties agree that all other changes to the Minimum Total Spread Test shall be made by formal written amendment pursuant to Section 26.
For purposes of the Minimum Total Spread Test:
Total Spread means, the difference between the yield of the State Street Navigator Securities Lending Portfolio II (Portfolio II) as reported by Portfolio II on the preceding day (or if no yield was reported on the preceding day, the last day a yield was reported), and the rate of the Rebate or Negative Rebate of a Loan, as the case may be. The Fund is aware that because the Minimum Total Spread Test is based off of the yield of Portfolio II on the preceding day there may be instances where there are more loans made or fewer loans made than would have otherwise been made in each case if the Minimum Total Spread Test was based off of the yield of Portfolio II on the day the loan is actually made.
b) |
Section 13 . The sixth paragraph of Section 13 is hereby deleted in its entirety and replaced with the following new paragraph; |
Each Fund hereby represents to State Street that: (i) its policies and objectives generally permit it to engage in securities lending transactions; (ii) its policies permit it to purchase shares with cash Collateral of the State Street Navigator Securities Lending Portfolio II; (iii) its participation in State Streets securities lending program, including the investment of cash Collateral in the State Street Navigator Securities Lending Portfolio II, has been approved by a majority of the trustees that are not interested persons within the meaning of section 2(a)(19) of the Investment Company Act of 1940, as amended, of the Fund and such trustees will evaluate the securities lending program no less frequently than annually to determine that the investment of cash Collateral in the State Street Navigator Securities Lending Portfolio II is in the Funds best interest; (iv) its prospectus provides appropriate disclosure concerning its securities lending activity; and (v) that the trustees have obtained competing quotes with respect to lending agent fees from at least three independent lending agents or a report of an independent consultant to assist the trustees in determining that the fees for State Streets services hereunder are fair and reasonable in light of the usual and customary charges imposed by others for services of the same nature and quality.
c) |
Schedule A of the Agreement is hereby modified by deleting the last two paragraphs in their entirety and replacing them with the following: |
Each Fund instructs State Street to invest cash Collateral in the State Street Navigator Securities Lending Portfolio II (Portfolio II). The management fees for investing in Portfolio II are as set forth in the Confidential Offering Memorandum dated November 5, 2018.
Ex. 28(g)(16)
Cash Collateral including money received in respect of cash Collateral may be invested in Portfolio II by State Street. Daily distributions from Portfolio II may be reinvested into Portfolio II until redeemed each month to pay amounts due by the Funds hereunder. Such reinvested earnings may be held in an omnibus account until redeemed monthly. In addition, to the extent that cash Collateral cannot be promptly invested in Portfolio II pursuant to the Funds direction above due to the timing of delivery by Borrower or otherwise (including if Portfolio II is not available for any reason), the Fund hereby directs State Street to hold such cash Collateral in a demand deposit account or similar account (which, in each case, may or may not earn interest) until such cash Collateral can be invested in Portfolio II pursuant to the Funds direction above or pursuant to a modified direction provided by the Fund in writing and agreed to by State Street if Portfolio II is no longer available. In the event Portfolio II is no longer available for any reason, the Fund covenants and agrees to promptly provide State Street with a modified direction, and in no event later than five (5) business days from the date of the Fund becoming aware of Portfolio IIs unavailability. The Fund hereby acknowledges that during the interim period between the unavailability of Portfolio II and the implementation of its modified direction, State Street may recall loans collateralized by cash Collateral in its sole discretion for the purpose of reducing on loan balances. Additionally, the Fund hereby acknowledges that during the interim period between the unavailability of Portfolio II and the implementation of its modified direction, standard reporting relating to cash Collateral may not be available to the Fund.
3. |
Miscellaneous . Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect. This Amendment shall be construed in accordance with the laws of the Commonwealth of Massachusetts. |
Ex. 28(g)(16)
IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.
SSGA FUNDS, on behalf of each of its respective series as listed on |
||
Schedule B , severally and not jointly | ||
By: |
/s/ Ellen M. Needham |
|
Name: Ellen M. Needham | ||
Title: President | ||
STATE STREET INSTITUTIONAL INVESTMENT TRUST, on behalf of each of its respective series as listed on Schedule B , severally and not jointly | ||
By: |
/s/ Ellen M. Needham |
|
Name: Ellen M. Needham | ||
Title: President | ||
STATE STREET MASTER FUNDS, on behalf of each of its respective series as listed on Schedule B , severally and not jointly | ||
By: |
/s/ Ellen M. Needham |
|
Name: Ellen M. Needham | ||
Title: President | ||
STATE STREET BANK AND TRUST COMPANY | ||
By: |
/s/ Francesco Squillacioti |
|
Name: Francesco Squillacioti | ||
Title: Senior Managing Director |
Ex. 28(h)(1)(m)
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 January 22, 2019, between and DST Asset Manager Solutions Inc. (formerly known as 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 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 January 22, 2019; and |
2. |
All defined terms and definitions in the Agreement shall be the same in this Amendment (the January 22, 2019 Amendment) except as specifically revised by this Amendment; and |
3. |
Except as specifically set forth in this January 22, 2019 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 January 22, 2019 Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year written above.
(Signature on following page)
SCHEDULE A
Effective Date: January 22, 2019
SSGA Funds
State Street Dynamic Small Cap Fund
State Street Defensive Emerging Markets Equity Fund
State Street International Stock Selection Fund
State Street S&P 500 Index Fund
State Street Institutional Investment Trust
State Street Aggregate Bond Index Fund
State Street Cash Reserves Fund*
State Street Conservative Income Fund*
State Street Defensive Global Equity Fund
State Street Emerging Markets Equity Index Fund
State Street Equity 500 Index Fund
State Street Global Equity ex- U.S. Index 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 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 |
Ex. 28(h)(1)(o)
AMENDMENT
To
Transfer Agency and Service Agreement
This Amendment (the Amendment) is made as of this 28 day of June, 2018, effective 1 st day of July, 2018, between DST Asset Manager Solutions, Inc., formerly known as Boston Financial Data Services, Inc. (the Transfer Agent or DST AMS) and each of, individually and not jointly, State Street Institutional Investment Trust and SSGA Funds, (each, a Fund and together, the Funds), on behalf of each Portfolio thereof, individually and not jointly, 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. |
Section 1.2(p) . Section 1.2(p) of the Agreement is hereby deleted in its entirety and replaced with the following: |
(p) |
Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence. The Transfer Agent agrees to process and respond to or forward Shareholder complaints pursuant to procedures as agreed upon by the parties; and |
2. |
Section 1.2(t) . Section 1.2(t) of the Agreement is hereby deleted in its entirety and replaced with the following: |
(t) |
Blue Sky Services. The Transfer Agent will perform the Blue Sky Services set forth on the attached Schedule 1.2(t) titled Blue Sky Services (Schedule 1.2(t)). The fees for Blue Sky Services shall be set forth on Schedule 2.1 Fees and Expenses. |
3. |
Section 1.4 (Site Visits and Inspections; Regulatory Examinations) . Section 1.4 of the Agreement is hereby amended by inserting the following at the end of existing Section 1.4: |
In no event will the Transfer Agents support of such visits and reviews entail more than eighty (80) hours per year for Transfer Agent or DST Systems, Inc. (DST) personnel serving in audit and information security roles (the Inspection and Information Security Hours). If Funds visits and reviews require additional support from Transfer Agent or DST personnel, Transfer Agent will notify Fund when Fund has exhausted the Inspection and Information Security Hours per year threshold, and if Fund requires additional support, Fund will pay for such support at DSTs then-current rates. In the event of an adverse inspection finding, Transfer Agents management will, in its sole reasonable discretion, evaluate whether changes need to be made and commence such remediation efforts as needed.
4. |
Section 2.2 . Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following: |
2.2 |
Other Fees and Charges . In addition to the fees paid under Section 2.1 above, each Fund agrees, on behalf of its applicable Portfolios, to reimburse the Transfer Agent for certain other fees and charges set forth on the attached Schedule 2.2 titled Other Fees and Charges, and such other fees, charges or expenses each as incurred at the direction of the Funds or with advance written consent from the Funds. |
1
5. |
Section 10.7 . The Agreement is hereby amended to include new Section 10.7, as follows: |
10.7 |
With respect to the recordkeeping and related systems maintained on servers owned and operated by DST and used by DST AMS for its clients, DST AMS shall use commercially reasonable efforts to notify the Funds promptly of any unscheduled service interruption and cause thereof and provide regular communication of status updates until resolved. After DST AMS provides an initial notification via email, the Funds will be responsible for forwarding the information to such other areas of its organization as it deems appropriate. During the outage and while investigating the issue, DST AMS will provide status updates to the Funds periodically as new information becomes available. DST AMS will use commercially reasonable efforts to provide a fix to the outage or issue and will provide a final status update to the Funds when the outage or issue is resolved. |
6. |
Section 11.1 (Term ). The first sentence of Section 11.1 is hereby deleted and replaced with the following: |
The initial term of this Agreement (the Initial Term) shall be four (4) years from July 1, 2018 unless terminated pursuant to the provisions of this Section 11.
7. |
Section 13.1 . Section 13.1 of the Agreement is hereby deleted in its entirety and replaced with the following: |
13.1 |
The Transfer Agent may, without further consent on the part of the Funds, subcontract for the performance hereof with an affiliate of the Transfer Agent which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act; provided, however, that the Transfer Agent shall be fully responsible to the Funds for the acts and omissions of its affiliate as it is for its own acts and omissions. The foregoing shall not be deemed to apply to any direct contracts between the Fund and any affiliate of the Transfer Agent as to which the Transfer Agent is not a party. The Transfer Agent may provide the services hereunder from service locations within or outside of the United States. The Transfer Agent will provide the Funds with reasonable prior notice of any proposed change in service location, including a general description of the services that will be provided at any new service location and such other information as the Funds may reasonably request. |
8. |
Schedule 1.2 (t) (Blue Sky Services) . The Agreement is amended to add new Schedule 1.2(t) attached hereto. |
9. |
Schedule 1.2 (w) (AML Delegation) . Schedule 1.2(w) of the Agreement is hereby deleted in its entirety and replaced with Schedule 1.2(w) attached hereto. |
10. |
Fee Schedule. Schedule 2.1 Fees and Expenses is hereby deleted in its entirety and replaced with Schedule 2.1 attached hereto. |
11. |
All defined terms in this Amendment shall have the meanings assigned to them in the Agreement, except as may be otherwise provided in this Amendment. |
[Remainder of page intentionally left blank]
2
Ex. 28(h)(1)(o)
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 | DST ASSET MANAGER SOLUTIONS, INC. | |||||
INVESTMENT TRUST ON BEHALF OF ITSELF AND EACH OF ITS |
By: |
/s/ Kristina M. Spillane |
||||
PORTFOLIOS, INDIVIDUALLY AND NOT | Name: | Kristina M. Spillane | ||||
JOINTLY, AS LISTED ON SCHEDULE A | Title: | Managing Director | ||||
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 |
||||||
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 |
3
SCHEDULE 1.2 (t)
BLUE SKY SERVICES
Fund Responsibilities
In connection with the provision of the Services by DST AMS, Fund shall:
1. |
With respect to each Fund, identify the states and territories where the Funds shares will be offered for sale; |
2. |
Determine and advise DST AMS with respect to (i) those jurisdictions in which Notice Filings are to be submitted and (ii) the number of the Funds shares or the dollar amount to be permitted to be sold in each such jurisdiction; |
3. |
Determine the availability of any exemptions under a jurisdictions Blue Sky laws with the assistance of DST AMS; |
4. |
Work with DST AMS to identify what systematic exemptions will be taken by the Funds; |
5. |
Provide written instructions in DST AMS standard format to implement systematic exemptions and exclusions from reporting where practicable on the DST AMS Blue Sky software system; |
6. |
Provide written instructions to DST AMS to remove current permit period sales from DST AMS Blue Sky software database upon determination that such sales qualify for exemptions or exclusion from reporting to the applicable states where registration or notice filing fees are based on sales; |
7. |
Facilitate the issuance of a limited power of attorney in favor of DST AMS in the form set forth in Appendix A to this Agreement in order that DST AMS may submit Notice Filings and other filings required by the states and territories and payments with respect thereto on behalf of each Fund; |
8. |
To the extent Fund is notified by an intermediary of new sales data feeds, notify DST AMS in writing of any changes to or additions of Blue Sky sales data feeds and work with DST AMS to facilitate the necessary updates; |
9. |
Facilitate the transmission of wire transfers for payment by the Funds for invoiced state fees as needed; and |
10. |
Provide written instruction detailing action to be taken upon receipt of written notification from DST AMS that a direct broker Blue Sky sales feed is available for activation. |
DST AMS Responsibilities
DST AMS will perform the Services set forth below:
1. |
File Initial Notice Filings, as applicable, in all states and territories in which the applicable Funds shares will be offered, in the form of and as required by the applicable laws of the states and territories; |
2. |
File each Funds renewals and amendments in all states and territories in which the applicable Funds shares will be offered, in the form of and as required by the applicable laws of the states and territories; |
3. |
File each Funds sales reports to the extent required by applicable law, in the form of and as required by the applicable laws of the states and territories; |
4. |
Invoice each Fund for fees owed to each state in accordance with procedures agreed upon in writing by Fund and DST AMS; |
5. |
At the direction of Fund, make payments, at the expense of the applicable Fund, of Notice Filing fees; |
Schedule 1.2(t) Page 1
6. |
File the Prospectuses and Statements of Additional Information, supplied by Fund, and any amendments and supplements thereto to the extent required by the applicable laws of the states and territories; |
7. |
File annual and semi-annual reports and proxy statements, supplied by Fund, to the extent required by the applicable laws of the states and territories; |
8. |
File all necessary notices to permit each Fund or class of a Fund that is eligible for reduced fees applicable to money market funds or otherwise to qualify for reduced fees in a state or territory; |
9. |
File all correspondence and related documentation so as to provide notice of the applicable Funds intent to take exemptions if such notice is required by the state or territory in order to permit the Fund to utilize such exemptions; |
10. |
Advise Fund prior to communicating with the states and territories regarding any sales in excess of the registered amount for a permit so Fund can advise in writing the action to be taken; |
11. |
Provide Fund information regarding the Sales to Existing Shareholders Exemptions and the Institutional Investor Exemptions available in the states and territories; |
12. |
Include in sales report filings, all sales reported to DST AMS via (i) transfer agency Blue Sky sales feed and; (ii) broker Blue Sky sales feeds, including, without limitation, feeds that (a) were transferred as part of the conversion from the Funds prior Blue Sky vendor, or (b) confirmed in writing by Fund to be activated, less any exempt sales Fund has directed DST AMS in writing to remove prior to such filing; |
13. |
At the direction of Fund, serve as liaison between the Funds and the applicable Blue Sky jurisdiction; |
14. |
Provide guidance and best practice information concerning Blue Sky reporting requirements and mutual fund industry Blue Sky reporting practices including utilization of exemptions and intermediary data feeds; |
15. |
Conduct annual due diligence reviews and provide on an annual basis the standard operating procedures in connection with Blue Sky services; |
16. |
In the event that DST AMS becomes aware of the sale of a Funds shares in a jurisdiction in which no Notice Filing has been made, DST AMS shall report such information to Fund and Fund shall instruct DST AMS with respect to the corrective action to be taken; |
17. |
File all additional amendments to increase registered amounts in accordance with agreed upon procedures in all states and territories in which the applicable Funds shares will be offered, in the form of and as required by the applicable laws of the states and territories; and |
18. |
Perform such additional services as DST AMS and Fund may agree upon in writing and added to this Agreement by amendment. |
Schedule 1.2(t) Page 2
APPENDIX A
To
SCHEDULE 1.2(t)
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, effective as of July 1, 2018, that SSGA Funds (the Trust) on behalf of its currently existing series and all future series (the Funds), with principal offices at One Iron Street, Boston, MA 02210, makes, constitutes, and appoints DST ASSET MANAGER SOLUTIONS, INC. (DST AMS) with principal offices at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 its lawful attorney-in-fact for it to do as if it were itself acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The power to submit to the administrators of the securities laws in each state and territory in which the Funds shares are offered or sold (i) notice filings (in any format accepted); and (ii) checks and ACH payments in the name of the Funds, and in connection therewith the power to prepare, execute, and deliver and file (in any format accepted) any and all of the Funds applications including without limitation, applications to provide notice for the Funds shares, consents, including consents to service of process, reports, including without limitation, all periodic reports, or other documents and instruments now or hereafter required or appropriate in the judgment of DST AMS in connection with the notice filings of the Funds shares.
2. TRANSMIT FILING FEES. The power to draw, endorse, and deposit checks in the name of the Funds in connection with the notice filings of the Funds shares with state securities administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals holding the titles of Managing Director, Vice President, Compliance Officer, Compliance Group Manager, Compliance Manager, or Compliance Fund Administrator at DST AMS shall have authority to act on behalf of the Funds with respect to items 1 and 2 above.
The execution of this Limited Power of Attorney shall be deemed coupled with an interest and shall be revocable only upon receipt by DST AMS of such termination of authority. Nothing herein shall be construed to constitute the appointment of DST AMS as or otherwise authorize DST AMS to act as an officer, director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its name and on its behalf by and through its duly authorized officer, as of the date first written above.
SSGA FUNDS
By: | /s/ Bruce Rosenberg | |
Name: | Bruce Rosenberg | |
Title: | Treasurer |
Subscribed and sworn to before me this 28th day of June, 2018.
/s/ Lauren A. MacKay | ||
Notary Public | ||
State of Massachusetts |
In and for the County of | Suffolk | |
My Commission Expires | April 16, 2021 |
Schedule 1.2(t) Page 3
SCHEDULE 1.2(w)
AML DELEGATION
Dated: July 1, 2018
1. |
Delegation. |
1.1 |
In order to assist the Fund with the Funds AML and Customer Identification Program (CIP) responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based AML Procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund. The Fund has had an opportunity to review the AML Procedures with the Transfer Agent and desires to implement the AML Procedures as part of the Funds overall AML program (the AML Program). |
1.2 |
Accordingly, subject to the terms and conditions set forth in this Agreement, the Fund hereby instructs and directs the Transfer Agent to implement the AML Procedures as set forth in Section 4 below on the Funds behalf and delegates to the Transfer Agent the day-to-day operation of the AML Program to the extent described in the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to time, by mutual agreement of the Fund and the Transfer Agent upon the execution by such parties of a revised Schedule 1.2(w) bearing a later date than the date hereof. |
1.3 |
The Transfer Agent agrees to perform such AML Procedures, with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement. |
2. |
Consent to Examination. In connection with the performance by the Transfer Agent of the AML Procedures, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ( USA PATRIOT Act ) and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners. |
3. |
Limitation on Delegation. The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information. |
Schedule 1.2(w) Page 1
4. |
AML Procedures 1 |
4.1 |
Consistent with the services provided by the Transfer Agent and with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information, the Transfer Agent shall: |
(a) on a daily basis, submit all new customer account registrations and registration changes against the Office of Foreign Assets Control (OFAC) database, the Politically Exposed Persons (PEP) database, and such other lists or databases as may be required from time to time by applicable regulatory authorities;
(b) submit all account registrations through OFAC database, the PEP database, and such other lists or databases as may be required from time to time by applicable regulatory authorities;
(c) on a daily basis, submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database;
(d) review certain types of redemption transactions that occur within thirty-four (34) days of an account establishment, registration change, or banking information change (e.g. redemption by wire within 34 days of banking information change; rapid depletion of account balance after establishment; and redemption by check within 34 days of address change);
(e) review wires sent pursuant to banking instructions other than those on file with the Transfer Agent;
(f) review accounts with small balances followed by large purchases;
(g) review accounts with frequent activity within a specified date range followed by a large redemption;
(h) review purchase and redemption activity by check that meets or exceeds $100,000 threshold on any given day;
(i) in accordance with, 31 C.F.R. 1024.320, determine when a suspicious activity report (SAR) should be filed as required by regulations applicable to mutual funds; prepare and file the SAR; provide the Fund with a copy of the SAR within a reasonable time after filing; and notify the Fund if any further communication is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing (31 C.F.R. 1024.320);
(j) compare account information to any FinCEN request received by the Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a); provide the Fund with the necessary information for it to respond to such request within required time frame (31 C.F.R. 1010.520) ;
(k) implement CIP Program procedures on behalf of the Fund, including (i) take reasonable steps to verify the identity of any person seeking to become a new customer of a Fund in accordance with the
1 |
The accounts, transactions, items and activity reviewed in each case are subject to certain standard exclusions as set forth in written procedures of the Transfer Agent, which have been made available to the Fund and which may be modified from time to time. |
Schedule 1.2(w) Page 2
provisions of the USA PATRIOT Act Sec. 326 (and the regulations thereunder) applicable to the Fund and notify such Fund in the event such person cannot be verified, (ii) maintain records of the information used to verify the persons identity, as required, and (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Fund by any government agency;
(l) with respect to Legal Entity Customers, as defined in 31 C.F.R 1010.230(e), seeking to open new accounts with the Fund, (i) take reasonable steps to verify the identity of the natural person(s) retaining ownership or controlling interest in such legal entity (the Beneficial Owner(s)), as such ownership and controlling interests are defined in 31 C.F.R. 1010.230; and (ii) make and maintain records of beneficial ownership; each as required under 31 C.F.R. 1010.230. In the event that the Transfer Agent, after taking reasonable steps, cannot verify the identity of at least one natural person that is a Beneficial Owner of the legal entity seeking to open a new account with the Fund, such account will not be established;
(m) conduct due diligence and if required, enhanced due diligence in accordance with 31 C.F.R. 1010.610(b) for new and existing correspondent accounts for foreign financial institutions (as defined in 31 C.F.R. 1010.605(f)); perform an assessment of the money laundering risk presented by the account based on a consideration of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution questionnaire. If an account is determined to have a risk ranking at a level of medium or above, the Transfer Agent will monitor the account on a monthly basis for unusual activity. In the situation where due diligence cannot be completed with respect to an account, the Transfer Agent will contact such Funds AML Officer for further instruction;
(n) upon request by a Fund, conduct due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain special measures against such entities as required under Section 311 of the USA PATRIOT Act; and
(o) create and retain records required under 31 C.F.R. 1010.410 in connection with the transmittals of funds in amounts equal to or in excess of $3,000, and transmit such information on the transactions to the receiving financial institutions.
(p) certify to the Fund no less frequently than annually, in a form that is mutually acceptable to the Fund and the Transfer Agent, that Transfer Agent has implemented the AML and CIP procedures on behalf of the Fund.
4.2 |
In the event that the Transfer Agent detects activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Fund, unless prohibited by applicable law. |
Schedule 1.2(w) Page 3
SCHEDULE 2.1
FEES AND EXPENSES
Effective Date: July 1, 2018 through June 30, 2022
[Intentionally Redacted]
Schedule 2.1 Page 1
SCHEDULE 2.2
OTHER FEES AND CHARGES
Effective Date: July 1, 2018 through June 30, 2022
[Intentionally Redacted]
Schedule 2.2 Page 1
Ex. 28(h)(1)(p)
MASTER AGREEMENT
DST DIGITAL SOLUTIONS SERVICES
AGREEMENT (this Agreement) made as of July 1, 2018 (the Effective Date) by and between DST Systems, Inc., a Delaware corporation (DST) and State Street Institutional Investment Trust and SSGA Funds, individually and not jointly (together referred to herein as the Customer) having their respective principal office and place of business at State Street Financial Center, One Iron Street, Boston, Massachusetts 02210. DST and Customer are together referred to herein as the Parties and individually as the Party.
WHEREAS, DST is a provider of transfer agency, shareholder record keeping and related services to the financial services industry; and
WHEREAS, Customer desires to utilize DST Digital Solutions Services to provide access to account information and certain on-line transaction request capabilities in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows.
ARTICLE I
DEFINITIONS
Except as may be modified in a Service Exhibit, the following definitions shall apply to this Agreement. Additional terms may be defined in the Agreement and in the exhibits that describe the Digital Solutions Services to be provided by DST for Customer.
Authentication Procedures shall mean, if applicable, those procedures for authenticating Users as set forth within a Service Exhibit.
DST Web Site shall mean the collection of electronic documents or pages residing on DSTs computer system, linked to the Internet and accessible through the World Wide Web, where the Transaction data fields and related screens provided by DST may be viewed by Users who access such site.
FAN shall mean the DST Financial Access Network, a DST computer and software system that provides an interface between the Internet and public data network service providers and the transfer agency systems of Funds for the purposes of communicating Fund data and information and Transaction requests.
Digital Solutions Options shall mean the series of edits and instructions provided by Customer to DST in writing, through which Customer specifies its instructions for Transactions available through the various Digital Solutions Services, e.g., minimum and maximum purchase, redemption and exchange amounts.
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Digital Solutions Services shall mean the services provided by DST utilizing FAN, the DST Web Site, the Internet, and other software, equipment and systems provided by DST and telecommunications carriers and firewall providers, whereby Transactions may be requested in each Fund by Users accessing the DST Web Site via the Internet.
Fund(s) shall mean the various registered investment companies (mutual funds) for which Customer provides various services and which Customer designates for participation in Digital Solutions Services from time to time by written notice to DST.
Person shall mean an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Security Procedures shall mean the procedures set forth within the Information Security Program attached hereto as Attachment I.
Service Exhibit shall mean the service exhibits attached hereto which outline the particular Digital Solutions Services to be provided by DST to Customer.
Transactions shall mean account inquiries, purchases, redemptions, exchanges and other transactions offered through Digital Solutions Services as specified in each Service Exhibit.
User(s) shall mean record owners or authorized agents of record owners of shares of a Fund, including brokers, investment advisors and other financial intermediaries or the other Persons authorized to access a particular Digital Solutions Service pursuant to the terms of a Service Exhibit.
ARTICLE II
USE OF DIGITAL SOLUTIONS SERVICES BY CUSTOMER
Section 2.1 Selection of Digital Solutions Services . DST will perform, and Customer has selected, the Digital Solutions Services described on the Service Exhibits attached to this Agreement. New Service Exhibits describing additional Digital Solutions Services may be added to this Agreement from time to time by mutual written agreement of DST and Customer, and such additional Digital Solutions Services shall be subject to the terms of this Agreement.
Section 2.2 Selection of additional services of DST .
(a) |
DST and/or its Affiliates may perform additional services for Customer from time to time as may be agreed upon by the parties pursuant to the terms of a mutually acceptable Statement of Work (SOW), if any (the Professional Services). In most cases, the Professional Services will be performed in connection with a specific Service Exhibit under this Agreement. If such Professional Services require DST to perform work at Customers location, then Customer shall supply DST personnel with suitable workspace, desks, and other normal office equipment, support and supplies, which may be necessary in connection with such Professional Services. |
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(b) |
The parties may agree upon a change to a SOW (Change Order); provided, however, no such change shall be binding upon either party unless and until such a Change Order has been mutually agreed in writing and signed by an authorized representative of Customer. |
(c) |
DST shall own all Updates, software, software enhancements, documentation, technical notes, tangible and intangible property, and work products required to be delivered and/or produced or created by DST or its Affiliates in connection with the Services provided under a SOW (Deliverables). Notwithstanding anything to the contrary, the parties recognize that from time to time Customer may, under this Agreement, disclose to DST certain business or technical requirements and specifications on which DST or its Affiliates shall partly rely to design, structure or develop the Deliverable. Provided that, as developed, such Deliverable contains no identifiable Customer Confidential Information (as defined below), (i) Customer hereby consents to DSTs and its Affiliates use of such Customer provided business or technical requirements and specifications to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and its Affiliates and (ii) Customer hereby grants DST and its Affiliates a perpetual, nonexclusive license to incorporate and retain in such Deliverables Customer provided business or technical requirements and specifications. All Customer Confidential Information shall be and shall remain the property of Customer. |
Section 2.2 DST Responsibilities . During the Term and subject to the provisions of this Agreement, DST shall, at its expense (unless otherwise provided for herein) perform the Digital Solutions Services as described in each Service Exhibit, including provision of all computers, telecommunications connectivity and equipment reasonably necessary at its facilities to operate and maintain FAN and the DST Web Site.
Section 2.3 Customer Responsibilities . During the Term and subject to the provisions of this Agreement, Customer shall at its expense (unless otherwise provided for herein) fulfill, or cause to be fulfilled by the Funds or otherwise, Customer obligations, if any, set forth in each Service Exhibit to this Agreement.
Section 2.4 Change in Designated Funds . Upon thirty (30) days prior notice to DST, Customer may change the Funds designated to participate in Digital Solutions Services by delivering to DST, in writing, a revised list of participating Funds.
Section 2.5 Digital Solutions Options . Customer is responsible for establishing implementation procedures and options available for each Digital Solutions Service, as specified in the applicable Service Exhibit.
Section 2.6 Scope of DST Obligations . DST shall at all times use reasonable commercial efforts in performing Digital Solutions Services under this Agreement and shall perform such services in accordance with applicable federal and state law, rules and regulations. In the absence of breach of its duties under this Agreement, DST shall not be liable for any loss or damage suffered in connection with
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the use of Digital Solutions Services. With respect to those actions or services delineated in Digital Solutions Options and all other instructions given to DST by Customer, DST shall be presumed to have fulfilled its obligations if it has acted in accordance with the Digital Solutions Options and other instructions provided by Customer. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from Security Procedures or Authentication Procedures which DST has implemented or omitted, DST shall be presumed to have fulfilled its obligations if it has followed, in all material respects, at least those Security Procedures attached hereto as Attachment I and those Authentication Procedures described in the attachment to each Service Exhibit to this Agreement, if applicable. DST may, but shall not be required to, modify such Security Procedures and Authentication Procedures from time to time to the extent it believes, in good faith, that such modifications will not diminish the security of FAN. All data and information transmissions via Digital Solutions Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of Customer. Customer acknowledges and agrees that its Users are responsible for verifying the accuracy and receipt of all data or information transmitted via Digital Solutions Services. Customer is responsible for advising its Users of their responsibility for promptly notifying the Funds transfer agent of any errors or inaccuracies relating to shareholder data or information transmitted via Digital Solutions Services.
ARTICLE III
FEES
Section 3.1 Fees for Digital Solutions Services . As consideration for the performance by DST of the Digital Solutions Services, Customer will pay DST the fees relating to each such service as set forth in each Service Exhibit attached to this Agreement. DST will deliver a monthly billing report to Customer including a report of Transactions, by type, processed through Digital Solutions Services.
Section 3.2 Invoicing; Fee Increases . DST may change any of the fees and charges provided for in this Article III upon thirty (30) days written notice to Customer, provided that increases applied to Customers fees must be applicable across the population of DST clients receiving the functions, products or services to which such increases are applied. All fees and charges shall be billed to and paid by Customer in accordance with the Transfer Agency and Service Agreement made as of June 1, 2015, as amended, between DST Asset Manager Solutions, Inc. and the Customer. Amounts billed but not paid on a timely basis and not being disputed by Customer in good faith shall accrue late fee charges equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate of interest permitted by law, whichever is less, until paid in full. Customer shall be responsible for and DST shall be entitled to recover the costs of collecting unpaid fees and charges, including without limitation reasonable attorneys fees.
ARTICLE IV
PROPRIETARY RIGHTS
Customer acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, templates, screen and file formats, interface formats or protocols, and development tools and instructions, trade secrets, proprietary information or distribution and communication networks of DST. Any software, interfaces, interface formats or protocols developed by DST shall not be used by
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Customer for any purposes other than utilizing Digital Solutions Services pursuant to this Agreement or to connect Customer to any transfer agency system or any other Person without DSTs prior written approval. Customer also agrees not to take any action which would mask, delete or otherwise alter any DST on-screen disclaimers (including electronic forms which Users are required to accept) and copyright, trademark and service mark notifications provided by DST from time to time, or any point and click features relating to User acknowledgment and acceptance of such disclaimers and notifications.
ARTICLE V
TERM AND TERMINATION
Section 5.1 Term . Unless terminated earlier as provided in this Article V, this Agreement shall be effective as of the Effective Date and shall continue in force and effect until the expiration or termination of the last Service Exhibit between DST and Customer then in effect (the Term).
Section 5.2 Termination . Throughout the Term, either Party shall have the right to terminate this Agreement on written notice to the other Party of the other Partys material breach of this Agreement and such Partys failure to cure such breach within thirty (30) days. Customer shall have a right to terminate this Agreement upon DSTs written notice of fee increases as described in Section 3.2 above, and such termination right will be available to Customer until such increased fees are applied, which will be no fewer than thirty (30) days, as provided by the written notice requirements of Section 3.2 above.
Section 5.3 Effect of Termination . In the event of a termination under the provisions of this Article V, the Parties will have no continuing obligations to one another other than the obligation to return to one another the confidential or proprietary materials of the other in their possession.
ARTICLE VI
INDEMNIFICATION; LIABILITY LIMITATIONS
Section 6.1 No Other Warranties . EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE DIGITAL SOLUTIONS SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS AGREEMENT AND ITS EXHIBITS ARE PROVIDED AS-IS, ON AN AS AVAILABLE BASIS, AND DST HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES PROVIDED BY DST HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Section 6.2 Limitation of Liability . Under no circumstances shall DST be liable for indirect, incidental, consequential, special, exemplary or punitive damages (even if DST has been advised of or has foreseen the possibility of such damages), arising from the use or inability to use any of the Digital Solutions Services, the DST Web Site or FAN, or under any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business. Without limiting any of the foregoing terms of this Section, DSTs liability in connection with the performance of Digital Solutions
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Services under the terms of this Agreement, or under any theory of law, tort or otherwise, shall not exceed, unless otherwise stated in a Service Exhibit or SOW, (i) as to any single claim an amount exceeding the aggregate fees received by DST pursuant to Article III during the three (3) months of the specific Service Exhibit relating to the Digital Solutions Service immediately preceding the act or occurrence from which the claim arises, and (ii) as to all claims, an amount exceeding the aggregate fees received by DST pursuant to Article III during the most recent twelve (12) month Term of the specific Service Exhibit relating to the Digital Solutions Service with respect to which the claim arises.
Section 6.3 Indemnity . Customer hereby indemnifies and holds DST harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys fees, arising in connection with the use of, or inability to use, the Digital Solutions Services by any User, except to the extent such liabilities result directly from the failure by DST to perform its obligations under this Agreement.
Section 6.4 Indemnity for Infringement of IP . DST shall indemnify, defend and hold Customer harmless from all claims, costs, fees, losses, and damages that result from any third party claim that Customers use of the Services infringes any U.S. copyright, patent, trade secret or any other intellectual property right; provided, however, that DST shall not be obligated to indemnify Customer: (1) for the claims described in this Section 6.4 to the extent such claims or actions are caused by or arise out of: (i) use of the Services by Customer in a manner not authorized under this Agreement; (ii) Customers use of the Services in combination with any software, hardware or services not provided, recommended or approved by DST; (iii) Customers failure to use corrections of or modifications to the software and services provided by DST hereunder, if any; or (iv) infringement claims relating to Customer-requested enhancements to the extent such claims arise out of a process specified by Customer or developed by DST in accordance with Customers information, directions or specifications or with materials furnished by Customer. In the event that any claim of infringement is asserted or an injunction or restraining order is obtained against the use of the Services, or any part thereof, because of any violation of any intellectual property right of any third party, or in DSTs judgment the Services, or any part thereof, is likely to become the subject of a successful claim of such violation, DST shall (in addition to its indemnification and other obligations hereunder), at DSTs option and expense, promptly: (a) procure for Customer the right to use the Services as provided in this Agreement; (b) replace same with an equally suitable, functionally equivalent, compatible, non-infringing element; (c) modify same to render same non-infringing (provided such modification does not adversely affect such item) or (d), if none of the foregoing options ((a) through (c) above) can be accomplished on commercially reasonable terms or within a commercially reasonable time frame, DST shall have the right to immediately terminate Customers use of the Services to the extent of the infringing software or service and cease billing for future fees, if any, attributable to such terminated, infringing application. In the event that DSTs termination right in clause (d) of the preceding sentence is exercised with respect to only one feature of the Service, Customer may, at its sole option, elect to cease using all Digital Solutions Services under this Agreement at any time within thirty (30) days of receipt of notice of the termination of the infringing application.
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ARTICLE VII
CONFIDENTIALITY
Section 7.1 DST Confidential Information . Customer acknowledges and agrees that the terms and conditions of this Agreement, FAN (including by way of example and without limitation all Security Procedures, processes, algorithms, designs, techniques, code, screen and data formats, interface formats and protocols, and structures contained or included therein) and other information obtained by them concerning the other software, software applications, equipment configurations, and business of DST (the DST Confidential Information) is confidential and proprietary to DST. Customer further agrees to use the DST Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the DST Confidential Information and not to disclose the DST Confidential Information, or any part thereof, to any other person, firm or corporation, provided, however, that if Customer becomes compelled or is ordered to disclose DST Confidential Information whether by applicable governing law, order, judgment, decree of a court of jurisdiction, or any rule, regulation or legal process by any administrative, regulatory or self-regulatory agency or commission or other governmental organization or regulatory organization having regulatory authority over Customer to disclose any DST Confidential Information, Customer will, except as may be prohibited by law or legal process, provide DST with prompt written notice of such request or order. Customer acknowledges that disclosure of the DST Confidential Information may give rise to an irreparable injury to DST inadequately compensable in damages. Accordingly, DST may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. Customer consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, Customers ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief.
Section 7.2 Customer Confidential Information . DST acknowledges and agrees that the terms and conditions of this Agreement, any information obtained by DST concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and consumers of Customer and business of Customer (the Customer Confidential Information) is confidential and proprietary to Customer. DST hereby agrees to use the Customer Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the Customer Confidential Information and not to disclose the Customer Confidential Information, or any part thereof, to any other person, firm or corporation, provided, however, that if DST becomes compelled or is ordered to disclose Customer Confidential Information whether (i) by a court order or governmental agency order which has jurisdiction over the Parties and subject matter, or (ii) in the opinion of its legal counsel, by law, regulation or the rules of a national securities exchange to disclose any Customer Confidential Information, DST will, except as may be prohibited by law or legal process, provide Customer with prompt written notice of such request or order.
DST acknowledges that disclosure of the Customer Confidential Information may give rise to an irreparable injury to Customer inadequately compensable in damages. Accordingly, Customer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DSTs ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief.
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Section 7.3 Consumer Privacy . Customer and DST shall each comply with applicable U.S. laws, rules and regulations relating to privacy, confidentiality, security, data security and the handling of personal financial information applicable to it that may be established from time to time, including but not limited to the Gramm-Leach-Bliley Act and Securities and Exchange Commission Regulation S-P (17 CFR Part 248) promulgated thereunder.
Section 7.4 Limitations; Survival . The provisions of this Article VII shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Partys possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software which are the property of the other Party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years.
ARTICLE VIII
FORCE MAJEURE
Customer acknowledges that the Internet is not a secure organized or reliable environment, and that the ability of DST to deliver Digital Solutions Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties which are outside the control of DST. DST shall not be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, terrorist acts, acts of war, power failures, functions or malfunctions of the Internet, telecommunications services (including wireless), firewalls, encryption systems and security devices, or governmental regulations imposed after the date of this Agreement.
ARTICLE IX
INSPECTIONS
Section 9.1 Inspections . For so long as this Agreement is in effect, at Customers expense, Customer or any third party or any governmental entity that has regulatory jurisdiction over Customer or one of its affiliates (subject to such third party or governmental entitys execution of a confidentiality agreement with DST), may inspect the DST Web Site once in each 12 month period, after providing thirty (30) days written notice to DST. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Customer will not perform any action that may interfere with the uptime or stability of DSTs systems or networks. For clarification, as part of the inspection process Customer is not permitted to perform penetration testing or code scanning on the DST Web Site or associated systems or networks.
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ARTICLE X
MISCELLANEOUS
Section 10.1 Governing Law; Jurisdiction . This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Missouri, without reference to the conflict of laws provisions thereof.
Section 10.2 Subcontractors. DST may, without further consent from Customer, engage an onshore or offshore affiliate of DST to perform services hereunder. The Services performed by any such subcontractors shall be subject to the terms and conditions of the Agreement and the applicable Service Exhibit.
Section 10.3 Notices. The parties hereto shall also notify the following individuals with respect to matters pertaining to this Agreement:
DST Systems, Inc.
333 West 11 th Street
Kansas City, MO 64105
Attention: Legal Department
Customer: State Street Institutional Investment Trust & SSGA Funds
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111
Attn: Ellen Needham, President
State Street Institutional Investment Trust & SSGA Funds
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111
Attn: Joshua Weinberg, Chief Legal Officer
Section 10.4 Captions . Captions used herein are for convenience of reference only, and shall not be used in the construction or interpretation hereof.
Section 10.5 Counterparts . This Agreement may be executed in counterparts, all of which together shall be deemed one and the same Agreement.
Section 10.6 Parties Independent Contractors . The Parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them, and none of them shall have the power of authority to bind or obligate the others in any manner not expressly set forth herein.
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Section 10.7 Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby unless either of the Parties shall, in its reasonable determination, conclude that it shall be materially prejudiced by such holding of invalidity, illegality or unenforceability, in which case such Party may terminate this Agreement by thirty (30) days written notice to the other.
Section 10.8 No Waiver . No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
Section 10.9 Assignment . Neither this Agreement nor all or any of the rights and obligations of either Party hereunder shall be assigned, whether by agreement or by operation of law to any Person other than an affiliate of the assigning Party, without the prior written consent of the other Party, and any attempt to do so shall be void. No such permitted assignment shall relieve the assigning Party of its obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the respective successors, permitted assigns and legal representatives of the Parties hereto.
Section 10.10 Notices . All notices, requests or communications required hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery, if delivered personally against written receipt, (ii) three (3) days after posting by certified mail, postage prepaid, return receipt requested, (iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day if delivered by a recognized overnight commercial courier, such as Federal Express or DHL, addressed in each instance to the Parties at the addresses set forth below the signatures of the parties at the end of this Agreement (or at such other addresses as shall be given by either of the Parties to the other in accordance with this Section 10.10).
Section 10.11 Entire Agreement . This Agreement and its Exhibits together constitute the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersede all prior communications and written agreements with respect thereto, including, but not limited to, the Master Agreement DST FAN Services Mutual Funds, made as of August 20, 2009 by and between DST and State Street Institutional Investment Trust . They may not be modified, amended or in any way altered, except in a writing signed by both Parties. No agent of any Party hereto is authorized to make any representation, promise or warranty inconsistent with the terms hereof.
Section 10.12 Limitations of Liability of the Trustees and Shareholders . A copy of Customers Agreement and Declaration of Trust of the Customer is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that the obligations of this Agreement are not binding upon any of the Trustees, officers, or shareholders of the Customers but are binding only upon the assets and property of the separate mutual fund series in question.
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IN WITNESS WHEREOF , the Parties hereto have set their hands by their authorized representatives as of the year and date first hereinabove indicated.
STATE STREET INSTITUTIONAL INVESTMENT TRUST |
By: /s/ Ellen M. Needham |
Name: Ellen M. Needham |
Title: President |
SSGA FUNDS | DST SYSTEMS, INC. | |||
By: /s/ Ellen M. Needham |
By: /s/ Kristina M. Spillane |
|||
Name: Ellen M. Needham | Name: Kristina M. Spillane | |||
Title: President | Title: Managing Director |
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Ex. 28(h)(1)(p)
SERVICE EXHIBIT
VISION SERVICES
1. |
Vision Services . Customer has requested, and DST will provide Vision Services as one of the Digital Solutions Services pursuant to the terms of the Master Agreement for DST Digital Solutions Services (the Agreement) between Customer and DST. The Vision Services (the Vision Services) consist of the services provided by DST utilizing FAN®, the Vision Web Site, the Support Services Web Site, the Internet, and other systems provided by DST and telecommunications carriers, whereby Users may view account information related to a Customers Financial Products or submit Transaction requests directly to the Financial Products transfer agent via the Internet, as described further in this Service Exhibit. |
2. |
Definitions . For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Agreement): |
|
Customer Web Site shall mean the collection of electronic documents or pages residing on the computer system of Customer (or an Internet Service Provider (ISP) hired by Customer) connected to the Internet and accessible through the World Wide Web, where Users may view information about the Financial Products and access the various Transaction screens made available through Vision Services. |
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Support Services Web Site shall mean the collection of electronic documents or pages residing on the DST controlled World Wide Web address (currently, https://www.dstdss.com), linked to the Internet and accessible through the World Wide Web, which Customer may access to view information about Users and approve/deny access requests by Users. |
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Financial Products shall mean mutual funds, and Financial Product Units or Units shall mean the shares or units of a Financial Product held by a record owner. |
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Transactions shall mean new account establishment, account inquiries, purchases, redemptions through Automated Clearing House, fed wire, or check to the address of record for the Financial Product account, exchanges, maintenance and other transactions offered from time to time through Vision Services. |
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Unit Holder shall mean the record owner of Financial Product Units. |
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User(s) shall mean the authorized agents, selling agents and other intermediaries (i.e., broker/dealers, registered investment advisors or registered representatives) acting on behalf of record owners of Units of a Financial Product whom Customer has authorized to use Vision Services. |
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Vision Web Site shall mean the collection of electronic documents or pages residing on the DST controlled World Wide Web address (currently https://www.dstvision.com), linked to the Internet and accessible through the World Wide Web, which Users may access to view account information or to request Transactions on behalf of the record owners for whom they are acting. |
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Vision Implementation Procedures shall mean the optional features and functions of Vision Services which are selected by Customer, and the processes needed to activate these functions, for the various components of Vision Services, a copy of which has been provided to Customer. |
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Ex. 28(h)(1)(p)
3. |
DST Responsibilities . In connection with its performance of Vision Services, DST shall: |
(a) |
receive Transaction requests electronically transmitted by Users to the Vision Web Site via the Internet and route Transaction requests through FAN to Customers transfer agency system; |
(b) |
deliver to Customer a Vision Implementation Procedures instruction form; |
(c) |
provide all computers, telecommunications connectivity and equipment reasonably necessary at its facilities to operate FAN, the Vision Web Site and the Support Services Web Site; |
(d) |
deliver a monthly billing report to Customer, which shall include a report of Transactions, by type, processed through Vision Services; and |
(e) |
perform all other DST obligations as set forth in the Agreement. |
4. |
Customer Responsibilities . In connection with its use of Vision Services, Customer shall: |
(a) |
provide the Vision Implementation Procedures to DST for each Financial Product in writing on forms provided by DST and update the Digital Solutions Options in writing as required by Customer from time to time (Vision is offered in a generic format with limited Financial Product customization, as described in the Vision Implementation Procedures); |
(b) |
provide DST with such other written instructions as it may request from time to time relating to the performance of DSTs obligations hereunder; and |
(c) |
perform all other Customer obligations as set forth in the Agreement. |
As a condition of a Users access to the Vision Services, Customer acknowledges that each User must comply with all User Enrollment and Authorization Procedures described in the Authentication Procedures Section of this Vision Exhibit.
If Customer chooses to allow Users to use the Vision Services via Customers Web Site, Customer shall also:
(d) |
provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Customer Web Site; and |
(e) |
design and develop the Customer Web Site functionality necessary to facilitate and maintain the hypertext links to the Vision Web Site and the various related web pages and otherwise make the Customer Web Site available to Users. |
5. |
Customer Controlled Content . Through the Vision Web Site, DST provides Customer the ability to post content (plain text or HTML) including hypertext links to other Web sites, that is displayed and viewable to all Users authorized by Customer. The use of this feature of Vision Services is optional, at the discretion of Customer, and subject to the following terms and conditions: |
(a) |
Customer is solely responsible for any and all content and hypertext links displayed in the Customer-Controlled Content Areas of the Vision Web Site. |
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Ex. 28(h)(1)(p)
(b) |
Customer is solely responsible for compliance with all legal and regulatory requirements which may apply to content and hypertext links in the Customer-Controlled Content Areas of the Vision Web Site, including, but not limited to copyright, trade secret and intellectual property laws and federal and state securities laws which may relate to mutual fund products and securities or other Financial Products, as applicable, electronically and over the Internet. |
(c) |
DST reserves the right, but has no duty, to electronically monitor the Customer-Controlled Content Areas of the Vision Web Site for adherence to the terms of this Agreement and may disclose any and all data and information posted to the Customer-Controlled Content Areas of the Vision Web Site to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. |
(d) |
DST reserves the right, but has no duty, to prohibit conduct, informational material, hypertext links to certain sites, comments, responses or any communication, data, information or content posted to the Customer-Controlled Content Areas of the Vision Web Site which it deems, in its sole discretion, to be harmful to DST, its customers or any other person or entity. |
(e) |
Customer acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal content posted to the Customer-Controlled Content Areas of the Vision Web Site or to any site on the Internet accessed from a hypertext link at the Customer-Controlled Content Areas of the Vision Web Site. Accordingly, Customer agrees that DST has no liability for any action or inaction with respect to content or hypertext links posted to or deleted from the Customer-Controlled Content Areas of the Vision Web Site and Customer shall indemnify and hold DST harmless from and against any and all costs, damages and expenses (including attorneys fees) arising out of the posting of content or hypertext links at the Customer-Controlled Content Areas of the Vision Web Site. |
6. |
Change in Designated Financial Products . Upon ten (10) business days prior notice to DST, Customer may change the Financial Products designated to participate in Vision Services by delivering to DST, in writing, a revised list of participating Financial Products. |
7. |
Indemnity for Actions of Users . Customer acknowledges that the use of Vision by Users to conduct Transactions on behalf of Unit Holders presents risks arising from the actions of such Users. Accordingly, Customer hereby indemnifies and holds DST harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys fees, arising out of financial or other consequences of Transactions conducted by Users, or out of disputes as to the authority of Users to conduct Transactions, except to the extent such Losses arise from DSTs material breach of this Agreement. |
8. |
Fees . The fees payable to DST by Customer for Vision Services are set forth on the Fee Schedule attached to this Service Exhibit. Notwithstanding the foregoing, the Parties acknowledge and agree that the compensation provided for in this Agreement is not consideration for distribution services which are primarily intended to result in the sale of shares of a Fund. |
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Ex. 28(h)(1)(p)
Exhibit Term:
July 1, 2018 through June 30, 2022.
At the end of the initial Exhibit Term above (the Initial Exhibit Term), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a Renewal Exhibit Term) unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Partys ability to terminate the Agreement and this Service Exhibit as set forth in Article V of the Agreement.
STATE STREET INSTITUTIONAL INVESTMENT TRUST |
By: /s/ Ellen M. Needham |
Name: Ellen M. Needham |
Title: President |
SSGA FUNDS | DST SYSTEMS, INC. | |||
By: /s/ Ellen M. Needham |
By: /s/ Kristina M. Spillane |
|||
Name: Ellen M. Needham | Name: Kristina M. Spillane | |||
Title: President | Title: Managing Director |
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Ex. 28(h)(1)(p)
VISION
FEE SCHEDULE
[Intentionally Redacted]
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Ex. 28(h)(1)(p)
VISION
Authentication Procedures
1.a. ID/Password Requirements - Users
Authentication of a User in Vision is based on the Vision Operator ID and Password.
Required - The Vision Operator ID, assigned by DST, shall have access authorization as determined by Customer. This may include the following access levels, at Customers option, the contents of which shall be determined by Customer:
Unrestricted Access - This allows the User to view any account information for all of Customers Financial Products.
Dealer Level Access - This allows the User to view any account information with the authorized dealer number.
Dealer/Branch Level Access - This allows the User to view any account information with the authorized dealer and branch combination.
Dealer/Representative Level Access - This allows the User to view any account information with the authorized dealer and representative combination.
Tax ID Level Access -This allows the User to view any account with the authorized Social Security Number and/or TIN of the Unit Holder.
Trust/TPA Access This allows the User to view any account with the authorized trust company or Third Party Administrator number assigned to the underlying account/contract.
Required - Password is used in conjunction with Vision Operator ID to access the Vision Web Site, which consequently provides access to any Financial Product account information that has been previously authorized by Customer. Vision does not use a personal identification number (PIN).
1.b. ID/Password Requirements Customer point of contact
Authentication of a Customer point of contact in the Support Services Web Site is based on an Operator ID and Password.
Required - The Operator ID, chosen by Customer, shall have access as determined by Customer. Access will be specific to the management company associated with Customer. This may include the following access levels, at Customers option, inquiry only access (Customer point of contact may only view information related to Users) or update access (Customer point of contact may update profiles related to Users, including, but not limited to, changing, adding and deleting User information). DST shall store the Operator ID and associated access levels. Any personnel changes or access changes affecting Customer point of contact must be communicated to DST promptly.
Required - Password is used in conjunction with Operator ID to access the Support Services Web Site, which consequently provides access to any User information (profile, firm, address, authorization information, etc.).
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Ex. 28(h)(1)(p)
USER ENROLLMENT AND AUTHORIZATION PROCEDURES
The following procedures are part of the Authentication Procedures applicable to Vision Services.
1. |
Enrollment . |
Each User is required to complete an Electronic Enrollment Form, which is available at a URL designated by DST (at the date of this Agreement - www.dstvision.com). Users enrolling for access may complete the enrollment process by providing DST with information called for in the Electronic Enrollment Form about their practice and the Financial Products they wish to access.
2. |
Customer Authorization . |
Upon receiving a completed Electronic Enrollment Form from a User, DST will make available an Authorization Request to Customer (point of contact) through the Support Services Web Site. The Authorization Request will identify the level of access requested and the security criteria as well as provide a sample client Tax ID/Social Security Number.
Through the Support Services Web Site, Customer point of contact is solely responsible for authorizing or denying each User request for access to Transactions through Vision Services. When authorizing requests, security criteria must be verified by Customer. This includes verifying:
|
Appropriate Level of Authorization. Please note, each authorization will provide access to the level indicated on DSTs Authorization Request. Access may be requested at the dealer, dealer/branch, dealer/representative, tax ID, or Trust/TPA level. |
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Accurate Access Security Criteria. Customer must verify that each field authorized in the security criteria accurately represents the dealer/branch/representative or tax ID information which appears on the master of the representatives clients accounts. 100% of the representatives accounts should reflect the authorized criteria. |
Customer assumes all responsibility for verifying the security level of each new User authorization request. DST shall not be required to verify that the person who processes the Authorization Request is legally authorized to do so on behalf of Customer and DST shall be entitled to rely conclusively upon such approval/denial without further duty to inquire.
3. |
Password & ID Notification . |
When Customer approves an authorization request, the Users ID is updated for the authorized security and an e-mail is sent to the User notifying him/her of their access to the Vision Web Site. Users are required to establish their own initial password at a URL designated by DST (at the date of this Agreement - www.dstvision.com/assignpswd.html ).
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Ex. 28(h)(1)(p)
ATTACHMENT I
INFORMATION SECURITY PROGRAM
This Attachment is made subject to the terms of the Master Agreement for DST Digital Solutions Services (the Agreement), and to the extent the terms hereunder conflict with the terms of the Agreement, the terms of this Attachment shall prevail. The requirements of this Attachment are applicable if and to the extent that DST creates, has access to, or receives from or on behalf of Customer any Customer Confidential Information (as defined in the Agreement) in electronic format.
1. Definitions. Capitalized terms have the same meaning as set forth in the Agreement unless specifically defined below:
1.1 |
DST Security Assessment has the meaning set forth in Section 3.2. |
1.2 |
Mitigate means DSTs deployment of security controls as necessary, in its discretion, which are reasonably designed to reduce the adverse effects of threats and reduce risk exposure. |
1.3 |
Remediation or Remediate , means that DST has resolved a Security Exposure or Security Incident, such that the vulnerability no longer poses a risk to Customer Confidential Information. |
1.4 |
Security Exposure means an identified vulnerability that may be utilized to compromise Customer Confidential Information. |
1.5 |
Security Incident means the confirmed unauthorized disclosure of Customer Confidential Information. |
2. General Requirements.
2.1 Security Program . DST shall maintain a comprehensive information security program under which DST documents, implements and maintains the physical, administrative, and technical safeguards reasonably designed and implemented to: (a) comply with U.S. laws, rules and regulations applicable to DSTs business and (b) protect the confidentiality, integrity, availability, and security of Customer Confidential Information.
2.2 Policies and Procedures . DST shall maintain written information security management policies and procedures reasonably designed and implemented to identify, prevent, detect, contain, and correct violations of measures taken to protect the confidentiality, integrity, availability, or security of Customer Confidential Information. Such policies and procedures will, at a minimum:
(i) assign specific data security responsibilities and accountabilities to specific individual(s);
(ii) describe acceptable use of DSTs assets, including computing systems, networks, and messaging;
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Ex. 28(h)(1)(p)
(iii) provide authentication rules for the format, content and usage of passwords for end users, administrators, and systems;
(iv) describe logging and monitoring of DSTs production environment, including logging and monitoring of physical and logical access to DSTs networks and systems that process or store Customer Confidential Information;
(v) include an incident response process;
(vi) enforce commercially reasonable practices for user authentication;
(vii) include a formal risk management program which includes periodic risk assessments; and
(viii) provide an adequate framework of controls reasonably designed to safeguard Customer Confidential Information.
2.3 Subcontractors . To the extent that any subcontractor engaged by DST to provide services under the Agreement has access to, or receives from or on behalf of Customer any Customer Confidential Information in electronic format, DST shall enter into a written agreement with such subcontractor, which agreement shall contain provisions regarding maintaining the confidentiality of the Customer Confidential Information which are substantially compliant with, and at least as protective as, those terms set forth in the Agreement (including this Attachment), to the extent the terms of the Agreement and this Attachment would be relevant to the subcontractors services provided.
2.4 IT Change and Configuration Management . DST shall employ its own reasonable processes, for change management, code inspection, repeatable builds, separation of development and production environments, and testing plans. Code inspections will include a comprehensive process reasonably designed and implemented to identify vulnerabilities and malicious code. In addition, DST shall ensure that processes are documented and implemented for purposes of vulnerability management, patching, and verification of system security controls prior to their connection to production networks.
2.5 Physical and Environmental Security . DST shall: (i) restrict entry to DSTs area(s) where Customer Confidential Information is stored, accessed, or processed solely to DSTs personnel or DST authorized third party service providers for such access; and (ii) implement commercially reasonable practices for infrastructure systems, including fire extinguishing, cooling, and power, emergency systems and employee safety.
2.6 DST Employee Training and Access . DST shall: (i) train its employees on the acceptable use and handling of Customers Confidential Information; (ii) provide annual security education for its employees and maintain a record of employees that have completed such education; and (iii) implement a formal user registration and de-registration procedure for granting and revoking access to DSTs information systems and services; and upon termination of any of DSTs employees, DST shall revoke such employees access to DSTs domain following termination of such individual and revoke such individuals access to Customer Confidential Information as soon as possible and in accordance with DSTs internal policies and procedures.
2.7 Change Notifications . DST may, in its sole discretion, revise DST information security policies and procedures based on internal company security and compliance related risk assessment decisions, provided such revisions do not materially degrade the controls associated with DSTs information security services provided to Customer as of the date of execution of this Attachment.
2.8 Data Retention . DST shall not retain any Customer Confidential Information following completion of the applicable services provided under the Agreement, except to the extent: (a) required by U.S. law, rules or regulations; (b) expressly required or permitted by Customer in writing: (c) required by DSTs document retention policies; (d) to the extent necessary to comply with Customers or DSTs legal or regulatory obligations; or (e) as otherwise permitted in accordance with the Agreement.
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Ex. 28(h)(1)(p)
3. Due Diligence Supporting Materials; Security Assessment.
3.1 Due Diligence Supporting Materials . In response to Customers due diligence efforts, DST will provide copies of its: (i) SIG; (ii) if applicable, once annually, the SOC 1, Type II report, prepared in accordance with Statement on Standards for Attestation Engagements (SSAE) No. 16, Reporting on Controls at a Service Organization; (iii) information security policy and control standards summary; and (iv) network penetration vendor attestation letter. DST will be reasonably available to answer any additional questions of Customer, up to forty (40) hours per year, that are not already addressed by providing the documentation set forth within this Section 3.1 and would not require DST, in its sole good faith discretion, to disclose information that it deems highly sensitive.
3.2 DST Security Assessment . As part of DSTs Security Assessment, DST will: (i) conduct regular vulnerability scans on externally-facing applications that may receive, access, process or store Customer Confidential Information at DSTs expense; (ii) evaluate the results of the vulnerability scans and Remediate Security Exposures deemed material by DSTs personnel as reasonably appropriate, taking into account facts and circumstances surrounding such issues; and (iii) Mitigate Security Exposures discovered and deemed material by DSTs personnel within a reasonably appropriate time period. In addition, DST will at least once per year, perform penetration testing on its externally-facing systems that may receive, access, process or store Customer Confidential Information, and will provide Customer with a letter confirming the testing has been performed. Customer is not permitted to conduct penetration testing or other code scanning on DSTs environment and software.
4. Security Incident Response.
4.1 Mitigation and Remediation of Security Incidents. DST will Mitigate or Remediate any Security Incident in accordance with its internal security policies and procedures.
4.2 Security Incident Response. DST shall maintain formal processes reasonably designed and implemented to detect, identify, report, respond to, Mitigate, and Remediate Security Incidents in a timely manner.
4.3 Security Incident Notification . DST shall promptly notify Customer but in no event later than 72 hours following discovery of any Security Incident(s). Such notification shall include the extent and nature of such intrusion, disclosure, or unauthorized access, the identity of the compromised Customer Confidential Information (to the extent it can be ascertained), how DST was affected by the Security Incident, and its response to such Security Incident. DST shall use continuous and diligent efforts to remedy the cause and the effects of such Security Incident in an expeditious manner and deliver to Customer a root cause analysis and future incident Mitigation plan with regard to any such incident. DST shall reasonably cooperate with Customers investigation and response to each Security Incident. If Customer determines in its sole discretion that it may need or be required to notify any individual(s) as a result of a Security Incident, Customer shall have the right to control all such notifications and DST shall bear all direct costs associated with the notification, to the extent the notification and corresponding actions are required by U.S. law, rules or regulations, and subject to the limitation of
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liability set forth in the Agreement. Without limiting the foregoing, unless otherwise required by U.S. law, rules or regulations, no such notifications shall be made by DST without Customers prior written consent and Customer shall, together with DST, determine the content and delivery of all such notifications. For the avoidance of doubt, DST shall be solely responsible for all costs and expenses, subject to the limitations of liability under the Agreement that Customer and/or DST may incur to the extent that they are attributable to or arise from DSTs breach of its confidentiality obligations under the Agreement.
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Ex. 28(h)(2)(m)
AMENDMENT TO MASTER SUB-ADMINISTRATION AGREEMENT
This Amendment to the Master Sub-Administration Agreement is made as of June 29, 2018 (the Amendment) by and between State Street Bank and Trust Company, a Massachusetts trust company (the Sub-Administrator) and SSGA Funds Management, Inc., a Massachusetts Corporation (the Administrator), and shall be effective as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
WHEREAS, the Sub-Administrator and the Administrator entered into a Master Sub-Administration Agreement dated as of June 1, 2015 (as amended, supplemented, restated or otherwise modified from time to time, the Agreement); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. |
The Agreement is hereby amended as follows: |
A. The language set forth in Section 5 of the Agreement is hereby amended and restated as new Schedule B1 to the Agreement.
B. Paragraphs e. and f. of such new Schedule B1 are hereby amended and restated as follows:
e. Prepare for the review by designated officer(s) of the Trust financial information regarding the Funds that will be included in the Funds semi-annual and annual shareholder reports, and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;
f. Prepare for the review by designated officer(s) of the Trust financial information required by Form N-1A, proxy statements and such other reports, forms or filings as may be mutually agreed upon;
C. A new Section 5 is hereby added to the Agreement as follows:
The Sub-Administrator shall provide the services as listed in this Section and on Schedule B, subject to the authorization and direction of the Administrator and, in each case where appropriate, the review and comment by the Trusts independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Sub-Administrator and the Administrator.
The Sub-Administrator shall perform such other services for the Administrator that are mutually agreed to by the parties from time to time, for which the Administrator will pay such fees as may be mutually agreed upon, including the Sub-Administrators reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.
The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.
D. The third paragraph of Section 6 is hereby amended and restated as follows:
The Administrator and/or the Trust, as the case may be will bear all expenses that are incurred in its and the Trusts operations and not specifically assumed by the Sub-Administrator. For the avoidance of doubt, the Trust and Administrator expenses not assumed by the Sub-Administrator include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsels review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Administrator directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as Preparation), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trusts Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trusts tax returns, Form N-1A, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds net asset value.
E. A new paragraph is hereby added to Section 7 of the Agreement immediately following the first paragraph as follows:
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Pursuant to other agreements now or at any time in effect between the Administrator or any Trust (or any of the Trusts investment manager or investment advisor, on its behalf) and the Sub-Administrator or its affiliates (the Other State Street Agreements) in any capacity other than as Sub-Administrator hereunder (in such other capacities, State Street), State Street may be in possession of certain information and data relating to the Trust and/or the Funds that is necessary to provide the Services, including Form N-PORT-Related Services. The Administrator hereby acknowledges and agrees that this Section 7 of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of the Trust and each Fund under and pursuant to such Other State Street Agreements for State Street to provide or otherwise make available (including via platforms such as my.statestreet.com) to the Sub-Administrator, Trust and Fund information such as net asset values and information relating to the net assets of the Trust and Funds, holdings and liquidity reports, market value and other information and data related to the Trust and the Funds for purposes of the Sub-Administrator fulfilling its obligations under this Agreement.
F Existing Schedule B is hereby renamed Schedule B4.
G. A new Schedule B is hereby added to the Agreement as set forth in Exhibit 1 to this Amendment.
H. A new Schedule B6 and Annex I thereto are hereby added to the Agreement as set forth in Exhibit 1 to this Amendment.
2. |
The provisions of this Amendment (and the terms of the Agreement as modified hereby) shall be or become effective as follows: |
A. |
Sections 1.A., 1.C., 1.D., 1.E., 1.F., 1.G. and 1.H. of this Amendment and the preparation and onboarding activities related to the Services, including those set forth in Section II of Schedule B6, shall be effective as of the date of this Amendment as set forth above. |
B. |
Section 1.B. and the data aggregation, preparation of data sets and recordkeeping activities of the Services (as defined in Schedule B6) shall become effective as of the first day of the first month in which the Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to aggregate data and maintain records consistent with Form N-PORT (currently anticipated to be June 2018). |
C. |
The filing obligations of the Services shall become effective as of the first day of the first month in which the Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to file Form N-PORT (currently anticipated to be April 2019). |
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3. |
Notwithstanding the first two sentences of Section 13 of the Agreement, the Administrator agrees to be bound to receive from the Sub-Administrator the Form N-PORT Support Services and N-CEN and the other services as described in Schedule B6 attached hereto for twelve (12)) months following the date of this Amendment. The parties further agree that the foregoing commitment will be deemed the term for the Form N-PORT and Form N-CEN Support Services and that following the expiration of such term, the Renewal Term provisions of Section 13 will apply to the Form N-PORT and Form N-CEN Support Services in the same way as such provisions apply to all other services under the Agreement. |
4. |
Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. This Amendment, including Exhibit 1, is incorporated in its entirety into the Agreement, and this Amendment and said Agreement shall be read and interpreted together as the Agreement. |
5. |
This Amendment shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. |
6. |
This Amendment may be executed in separate counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
SSGA FUNDS MANAGEMENT, INC. | ||
By: |
/s/ Bruce Rosenberg |
|
Name: Bruce Rosenberg | ||
Title: Managing Director | ||
STATE STREET BANK AND TRUST COMPANY | ||
By: |
/s/ Andrew Erickson |
|
Name: Andrew Erickson | ||
Title: Executive Vice President |
EXHIBIT 1
MASTER SUB-ADMINISTRATION AGREEMENT
SCHEDULE B
LIST OF SERVICES
I. |
Fund Administration Services as described in Schedule B1 attached hereto; |
II. |
[Reserved]; |
III. |
[Reserved]; |
IV. |
[Reserved;] |
V. |
[Reserved]; and |
VI. |
Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto. |
Schedule B6
Form N-PORT (the Form N-PORT Services) and Form N-CEN (the Form N-CEN Services) Support Services (collectively, the Form N-PORT and Form N-CEN Support Services), Liquidity Risk Measurement Services and Quarterly Portfolio of Investments Services (collectively, with the Form N-PORT and Form N-CEN Support Services, and for purposes of this Schedule B6, the Services)
I. |
The Services . |
(a) |
Standard N-PORT and N-CEN Reporting Solution (Data and Filing) : |
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Subject to the receipt of all required data, documentation, assumptions, information and assistance from the Administrator (including from any third parties with whom the Administrator will need to coordinate in order to produce such data, documentation, and information), the Sub-Administrator will use required data, documentation, assumptions, information and assistance from the Administrator, the Sub-Administrators internal systems and, in the case of Administrators not sub-administered by the Sub-Administrator or its affiliates, third party administrators, sub-administrators or other data providers, including but not limited to Third Party Data (as defined below) (collectively, the Required Data), to perform necessary data aggregations (including any applicable aggregation of risk metrics) and calculations and prepare, as applicable: (i) a monthly draft Form N-PORT standard template for review and approval by the Administrator and (ii) annual updates of Form N-CEN for review and approval by the Administrator. |
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The Administrator acknowledges and agrees that it will be responsible for reviewing and approving each such draft N-PORT template and N-CEN update. |
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Following review and final approval by the Administrator of each such draft Form N-PORT template and N-CEN update, and at the direction of and on behalf of the Administrator, the Sub-Administrator will (i) produce an .XML formatted file of the completed Form N-PORT and Form N-CEN and maintain a record thereof in accordance with this Agreement and (ii) when required, electronically submit such filing to the SEC. |
The Form N-PORT Services will be provided to the Trust and each Fund of the Trust as set forth in the attached Annex 1 , which shall be executed by the Sub-Administrator and the Administrator. The Form N-CEN Services will be provided to the Trust as set forth in the attached Annex 1 . Annex 1 may be updated from time to time upon the written request of the Administrator and by virtue of an updated Annex 1 that is signed by both parties.
(b) |
Quarterly Portfolio of Investments Services : |
|
Subject to the receipt of all Required Data, and as a component of the Form N-PORT and Form N-CEN Support Services, the Sub-Administrator will use such Required Data from the Funds, the Sub-Administrators internal systems and other data providers to prepare a draft portfolio of investments (the Portfolio of Investments), compliant with GAAP as of the Trusts first and third fiscal quarter-ends. |
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Following review and final approval by the Administrator of each such draft Portfolio of Investments, and at the direction of the Administrator and on behalf the Trust, the Sub-Administrator will attach each Portfolio of Investments to the first and third fiscal quarter-end N-PORT filing that is submitted electronically to the SEC. |
(c) |
Liquidity Risk Measurement Services : |
The Sub-Administrator will provide the following liquidity risk measurement services (Liquidity Risk Measurement Services) to the Trust:
|
As applicable, the Sub-Administrator will provide the Trust and each Fund with Liquidity Risk Measurement Services that will provide calculation of security level exposure, characteristics, liquidity analytics, including days to liquidate, liquidity scores, fixed income cost to liquidate, stress testing and redemption flow analysis. Liquidity analytics will be calculated daily, weekly, or monthly (as per written agreement between the Sub-Administrator and the Administrator) and, as applicable, aggregated monthly for purposes of inclusion in the Sub-Administrators standard N-PORT filing template. Services also will include the Sub-Administrators standard liquidity Trust profile report and online access to the Sub-Administrators dynamic risk reporting tools via my.statestreet.com which will enable the Administrator to analyze and generate risk reporting. |
The Liquidity Risk Measurement Services will be provided to the Trust and each Fund as set forth in the attached Annex 1 , which shall be executed by the Sub-Administrator and the Administrator. Annex 1 may be updated from time to time upon the written request of the Administrator and by virtue of an updated Annex 1 that is signed by both parties.
II. |
Administrator Duties, Representations and Covenants in Connection with the Services . |
The provision of the Services to the Administrator by the Sub-Administrator is subject to the following terms and conditions:
1. The parties acknowledge and agree on the following matters:
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning the Administrator, the Trust, the Funds or their affiliates or any pooled vehicle, security or other investment or portfolio regarding which the Administrator or its affiliates provide services or is otherwise associated (Administrator Entities) that is generated or aggregated by the Sub-
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Administrator or its affiliates in connection with services performed on the Administrators behalf or otherwise prepared by the Sub-Administrator (State Street Data, together with Required Data and Third Party Data (as defined below), Services-Related Data). The Sub-Administrators obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by the Administrator shall be as provided in such respective other agreements between the Sub-Administrator or its affiliates and the Administrator relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (Other Administrator Agreements). Nothing in this Agreement or any service schedule(s) shall limit or modify the Sub-Administrators or its affiliates obligations to the Administrator under the Other Administrator Agreements.
In connection with the provision of the Services by the Sub-Administrator, the Administrator acknowledges and agrees that it will be responsible for providing the Sub-Administrator with any information requested by the Sub-Administrator as necessary to perform the Services, including, but not limited to, the following:
(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to the Sub-Administrator, in formats compatible with Sub-Administrator-provided data templates including, without limitation, Required Data and the information and assumptions required by the Sub-Administrator in connection with a Trust reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by the Sub-Administrator, in its discretion (collectively, the Onboarding Checklist) and such other forms and templates as may be used by the Sub-Administrator for such purposes from time to time, for the Trust and Funds with respect to which services are provided under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by the Administrator), including, without limitation, arranging for the provision of data from the Administrator, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to the Sub-Administrator (or any of its affiliates) in its capacity as administrator to one or more Administrators, the Sub-Administrator and the Administrator will agree on the scope of the information to be extracted from the Sub-Administrators or any of its affiliates systems for purposes of the Sub-Administrators provision of the Services subject to the discretion of the Sub-Administrator, and the Sub-Administrator is hereby expressly authorized to use any such information as necessary in connection with providing the Services hereunder; and
(B) Providing all required information and assumptions not otherwise included in Administrator data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for the Sub-Administrator to provide the Services.
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The following are examples of certain types of information that the Administrator is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and the Administrator hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN or any changes in requirements relating to the provision of Liquidity Risk Measurement Services:
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SEC filing classification of the Trust (i.e., small or large filer); |
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Identification of any data sourced from third parties; |
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Identification of any securities reported as Miscellaneous; and |
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Any Explanatory Notes included in N-PORT Section E. |
2. The Administrator acknowledges that it has provided, or prior to the commencement of Services will have provided, to the Sub-Administrator all material assumptions used by the Administrator or that are expected to be used by the Administrator in connection with the completion of Form N-PORT and Form N-CEN and the provision of the Services and that it has approved, or prior to the commencement of Services will have provided, all material assumptions used by the Sub-Administrator in the provision of the Services prior to the first use of the Services. The Administrator will also be responsible for promptly notifying the Sub-Administrator of any changes in any such material assumptions previously notified to the Sub-Administrator by the Administrator or otherwise previously approved by the Administrator in connection with the Sub-Administrators provision of the Services. The Administrator acknowledges that the completion of Form N-PORT and Form N-CEN and the provision of the Services and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
|
Investment classification of positions; |
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Assumptions necessary in converting data extracts; |
|
General operational and process assumptions used by the Sub-Administrator in performing the Services; and |
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Assumptions specific to the Trust and the Funds. |
The Administrator hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which the Administrator (and/or the Sub-Administrator on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
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3. The Administrator acknowledges and agrees on the following matters:
(A) The Administrator has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and it has determined that the Services are suitable for its and the Trusts purposes. None of the Sub-Administrator or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including the Sub-Administrator, State Street Parties) make any express or implied warranties or representations with respect to the Services or otherwise.
(B) The Administrator assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it, the Trust and the Funds. The Sub-Administrator is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and the Sub-Administrator is not providing any customization, guidance, or recommendations. Where the Administrator uses Services to comply with any law, regulation, agreement, or other Administrator obligation applicable to it, the Trust or the Funds, the Sub-Administrator makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and the Sub-Administrator has no obligation of compliance with respect thereto.
(C) The Administrator may use the Services and any reports, charts, graphs, data, analyses and other results generated by the Sub-Administrator in connection with the Services and provided by the Sub-Administrator to the Administrator (Materials; provided, that the term Materials as used in this Schedule B6 shall not include the Trust or Funds underlying data unmodified by the Services or the as-filed versions of the Form N-PORT, Form N-CEN and Portfolio of Investments filings) as follows: (a) for the internal business purposes of the Administrator, the Trust or the relevant Fund relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT filing and a Form N-CEN update, including any Portfolio of Investments, if applicable. The Administrator may also redistribute the Materials, or an excerpted portion thereof, to the Trusts board, investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with the Trust (each a Permitted Person); provided, however, (i) neither the Administrator nor Trust may charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (Third Party Data) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent the Administrator has separate license rights with respect to the use of such Third Party Data, or (iii) neither the Administrator nor Trust may use the Services or Materials in any way to compete or enable any third party to compete with the Sub-Administrator. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.
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Except as expressly provided in this Section 3(C), the Administrator, the Trust, the Funds, any of their affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in the relevant Fund or any Permitted Persons (collectively, including the Trust, Administrator Parties), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent the Administrator has separate license rights with respect to the use of such Third Party Data). Without limitation, Administrator Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of documents provided through the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.
(D) The Administrator shall limit the access and use of the Services and the Materials by any Administrator Parties to a need-to-know basis and, in connection with its obligations under this Agreement, the Administrator shall be responsible and liable for all acts and omissions of any Administrator Parties.
(E) The Services, the Materials (other than Third Party Data) and all confidential information of the Sub-Administrator (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of the Sub-Administrator. Neither the Administrator nor Trust has any rights or interests with respect to all or any part of the Services, the Materials or the Sub-Administrators confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. The Administrator for itself and on behalf of the Trust and the Funds, automatically and irrevocably assigns to the Sub-Administrator any right, title or interest that it, the Trust or the Funds has, or may be deemed to have, in the Services, the Materials or the Sub-Administrators confidential information, including, for the avoidance of doubt and without limitation, any Administrator Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with the Sub-Administrator (collectively, Feedback) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate the Administrator, the Trust or the Funds.
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(F) The Sub-Administrator may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
(G) The parties hereby acknowledge and agree that Section 9 of the Agreement applies to the provision of the Services under this Schedule B6.
[Remainder of Page Intentionally Left Blank]
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ANNEX I
SSGA FUNDS
Further to the Amendment dated June 29, 2018, to that certain Master Sub-Administration Agreement dated as of June 1, 2005 (the Agreement), between SSGA Funds Management, Inc. (the Administrator) and State Street Bank and Trust Company (the Sub-Administrator), the Administrator and the Sub-Administrator mutually agree to update this Annex 1 by adding/removing Funds as applicable:
Liquidity Risk Measurement Services |
FREQUENCY |
|
SSGA Master/Active Trust SPDR DoubleLine Emerging Markets Fixed Income ETF SPDR DoubleLine Short Duration Total Return Tactical ETF State Street Disciplined Global Equity Portfolio SPDR MFS Systematic Core Equity ETF SPDR DoubleLine Total Return Tactical ETF SPDR MFS Systematic Growth Equity ETF SPDR MFS Systematic Value Equity ETF SPDR SSGA Multi-Asset Real Return ETF SPDR SSGA Income Allocation ETF SPDR SSGA Ultra Short Term Bond ETF SPDR SSGA Global Allocation ETF Blackstone/GSO Senior Loan Portfolio SPDR Blackstone / GSO Senior Loan ETF |
Daily. | |
SPDR Index/Series Shares Funds SPDR S&P 1500 Value Tilt ETF SPDR S&P 1500 Momentum Tilt ETF SPDR SSGA US Large Cap Low Volatility Index ETF SPDR SSGA US Small Cap Low Volatility Index ETF SPDR Portfolio Small Cap ETF SPDR Portfolio S&P 500 High Dividend ETF SPDR(R) MSCI ACWI EX-US ETF SPDR(R) Dow Jones Global Real Estate ETF SPDR (R) S&P (R) International Dividend ETF SPDR(R) S&P(R) Global Natural Resources ETF SPDR(R) S&P Global Infrastructure Etf |
Daily. |
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SPDR(R) Portfolio Developed World ex-US ETF SPDR(R) Portfolio Emerging Markets Etf SPDR(R) S&P(R) Emerging Asia Pacific Etf SPDR(R) S&P(R) CHINA ETF SPDR(R) S&P(R) International Small Cap ETF SPDR(R) S&P(R) Emerging Markets Small Cap Etf SPDR(R) S&P(R) Emerging Markets Dividend ETF SPDR(R) Dow Jones International Real Estate ETF SPDR S&P North American Natural Resources ETF SPDR S&P Global Dividend ETF SPDR S&P 500(R) Buyback ETF SPDR(R) NYSE Technology ETF SPDR(R) S & P 600 Small Cap Growth ETF SPDR(R) S & P 600 Small Cap Value ETF SPDR(R) Portfolio S&P 500 Growth ETF SPDR(R) Portfolio S&P 500 Value ETF SPDR(R) Dow Jones REIT ETF SPDR(R) Global Dow ETF SPDR(R) Portfolio Total Stock Market ETF SPDR(R) S&P(R) Homebuilders ETF SPDR(R) S&P(R) Biotech ETF SPDR(R) S&P(R) Semiconductor ETF SPDR(R) Wells Fargo Preferred Stock ETF SPDR(R) S&P(R) Aerospace & Defense ETF SPDR(R) S&P(R) Health Care Equipment ETF SPDR(R) S&P(R) Health Care Services ETF SPDR(R) S&P(R) Software & Services ETF SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF SPDR(R) S&P(R) Pharmaceuticals ETF SPDR(R) S&P(R) Retail ETF SPDR(R) S&P(R) Telecom ETF SPDR(R) S&P(R) Transportation ETF SPDR(R) S&P Regional Banking ETF SPDR(R) S&P(R) Metals & Mining ETF SPDR(R) Portfolio Large Cap ETF SPDR(R) Portfolio Mid Cap ETF SPDR(R) S & P 400 Mid Cap Value ETF SPDR(R) S & P 400 Mid Cap Growth ETF SPDR(R) S & P 600 Small Cap ETF SPDR(R) S&P Bank ETF SPDR(R) S&P Insurance ETF SPDR(R) S&P Capital Markets ETF |
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SPDR(R) S&P(R) Dividend ETF SPDR(R) Bloomberg Barclays 1-3 Month T-Bill ETF SPDR(R) Nuveen Bloomberg Barclays Short Term Municipal Bond ETF SPDR(R) Bloomberg Barclays Intermediate Term Treasury ETF SPDR(R) Portfolio Long Term Treasury ETF SPDR(R) Bloomberg Barclays TIPS ETF SPDR(R) Bloomberg Barclays High Yield Bond ETF SPDR(R) Portfolio Aggregate Bond ETF SPDR(R) Bloomberg Barclays International Treasury Bond ETF SPDR(R) FTSE International Government Inflation-Protected Bond ETF SPDR(R) Nuveen Bloomberg Barclays Municipal Bond ETF SPDR(R) Bloomberg Barclays Emerging Markets Local Bond ETF SPDR(R) Bloomberg Barclays Mortgage Backed Bond ETF SPDR(R) Portfolio Intermediate Term Corporate Bond ETF SPDR(R) Portfolio Long Term Corporate Bond ETF SPDR(R) Bloomberg Barclays Convertible Securities ETF SPDR(R) Bloomberg Barclays Short Term International Treasury Bond ETF SPDR(R) Portfolio Short Term Corporate Bond ETF SPDR(R) Nuveen S&P(R) High Yield Municipal Bond ETF SPDR(R) Bloomberg Barclays International Corporate Bond ETF SPDR Bloomberg Barclays Issuer Scored Corporate Bond ETF SPDR Bloomberg Barclays Investment Grade Floating Rate ETF SPDR(R) Portfolio Short Term Treasury ETF SPDR Bloomberg Barclays Short Term High Yield Bond ETF SPDR Bloomberg Barclays 1-10 Year TIPS ETF SPDR ICE BofAML Crossover Corporate Bond ETF SPDR Russell 1000 Yield Focus ETF SPDR Russell 1000 Momentum Focus ETF SPDR Russell 1000 Low Volatility Focus ETF SPDR FactSet Innovative Technology ETF SPDR SSGA Gender Diversity Index ETF SPDR Dorsey Wright Fixed Income Allocation ETF SPDR S&P Technology Hardware ETF SPDR S&P Internet ETF SPDR Kensho Intelligent Structures ETF SPDR Kensho Smart Mobility ETF SPDR Kensho Future Security ETF SPDR S&P 500 Fossil Fuel Reserves Free ETF SPDR(R) MSCI ACWI IMI ETF SPDR MSCI EAFE Fossil Fuel Reserves Free ETF SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF |
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SPDR MSCI EAFE StrategicFactors ETF SPDR MSCI Emerging Markets StrategicFactors ETF SPDR MSCI World StrategicFactors ETF SPDR MSCI Canada StrategicFactors ETF SPDR MSCI Germany StrategicFactors ETF SPDR MSCI Japan StrategicFactors ETF SPDR MSCI United Kingdom StrategicFactors ETF SPDR MSCI China A Shares IMI ETF SPDR MSCI ACWI Low Carbon Target ETF SPDR MSCI USA Strategic Factors ETF SPDR(R) STOXX Europe 50(R) ETF SPDR(R) EURO STOXX 50(R) ETF SPDR EURO STOXX Small Cap ETF |
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SSGA Funds SSGA S&P 500 Index Fund SSGA Dynamic Small Cap Fund State Street Disciplined Emerging Markets Equity Fund SSGA International Stock Selection Fund |
Daily. | |
State Street Master Funds and State Street Institutional Investment Trust State Street Equity 500 Index Fund State Street Equity 500 Index II Portfolio State Street Global Equity ex-U.S. Index Portfolio State Street Aggregate Bond Index Portfolio State Street Small/Mid Cap Equity 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 Hedged International Developed Equity Index Fund State Street Small/Mid Cap Equity Index Fund State Street Emerging Markets Equity Index Fund State Street Disciplined International Equity Fund State Street Disciplined U.S. Equity Fund State Street International Value Spotlight Fund State Street Global Value Spotlight Fund |
Daily. |
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State Street Asia Pacific Value Spotlight Fund State Street European Value Spotlight Fund State Street U.S. Value Spotlight Fund State Street Global Equity ex-U.S. Index Fund State Street Aggregate Bond Index Fund State Street Equity 500 Index Portfolio State Street International Developed Equity Index Portfolio |
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State Street Navigator Securities Lending Trust State Street Navigator Securities Lending Portfolio I |
Daily. |
FORM N-PORT SERVICES AND QUARTERLY PORTFOLIO OF INVESTMENTS SERVICES |
Service Type: |
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SSGA Master/Active Trust SPDR DoubleLine Emerging Markets Fixed Income ETF SPDR DoubleLine Short Duration Total Return Tactical ETF State Street Disciplined Global Equity Portfolio SPDR MFS Systematic Core Equity ETF SPDR DoubleLine Total Return Tactical ETF SPDR MFS Systematic Growth Equity ETF SPDR MFS Systematic Value Equity ETF SPDR SSGA Multi-Asset Real Return ETF SPDR SSGA Income Allocation ETF SPDR SSGA Ultra Short Term Bond ETF SPDR SSGA Global Allocation ETF Blackstone/GSO Senior Loan Portfolio SPDR Blackstone / GSO Senior Loan ETF |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services |
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SPDR Index/Series Shares Funds SPDR S&P 1500 Value Tilt ETF SPDR S&P 1500 Momentum Tilt ETF SPDR SSGA US Large Cap Low Volatility Index ETF SPDR SSGA US Small Cap Low Volatility Index ETF SPDR Portfolio Small Cap ETF SPDR Portfolio S&P 500 High Dividend ETF SPDR(R) MSCI ACWI EX-US ETF SPDR(R) Dow Jones Global Real Estate ETF SPDR (R) S&P (R) International Dividend ETF SPDR(R) S&P(R) Global Natural Resources ETF SPDR(R) S&P Global Infrastructure ETF SPDR(R) S&P(R) World ex-US ETF SPDR(R) S&P(R) Emerging Markets ETF |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services |
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Spdr(R) S&P(R) Emerging Asia Pacific ETF SPDR(R) S&P(R) China ETF SPDR(R) Portfolio Developed World ex-US ETF SPDR(R) Portfolio Emerging Markets ETF SPDR(R) S&P(R) Emerging Markets Dividend ETF SPDR(R) Dow Jones International Real Estate ETF SPDR S&P North American Natural Resources ETF SPDR S&P Global Dividend ETF SPDR S&P 500(R) Buyback ETF SPDR(R) NYSE Technology ETF SPDR(R) S & P 600 Small Cap Growth ETF SPDR(R) S & P 600 Small Cap Value ETF SPDR(R) Portfolio S&P 500 Growth ETF SPDR(R) Portfolio S&P 500 Value ETF SPDR(R) Dow Jones REIT ETF SPDR(R) Global Dow ETF SPDR(R) Portfolio Total Stock Market ETF SPDR(R) S&P(R) Homebuilders ETF SPDR(R) S&P(R) Biotech ETF SPDR(R) S&P(R) Semiconductor ETF SPDR(R) Wells Fargo Preferred Stock ETF SPDR(R) S&P(R) Aerospace & Defense ETF SPDR(R) S&P(R) Health Care Equipment ETF SPDR(R) S&P(R) Health Care Services ETF SPDR(R) S&P(R) Software & Services ETF SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF SPDR(R) S&P(R) Pharmaceuticals ETF SPDR(R) S&P(R) Retail ETF SPDR(R) S&P(R) Telecom ETF SPDR(R) S&P(R) Transportation ETF SPDR(R) S&P Regional Banking(SM) ETF SPDR(R) S&P(R) Metals & Mining ETF SPDR(R) Portfolio Large Cap ETF SPDR(R) Portfolio Mid Cap ETF SPDR(R) S & P 400 Mid Cap Value ETF SPDR(R) S & P 400 Mid Cap Growth ETF SPDR(R) S & P 600 Small Cap ETF SPDR(R) S&P Bank ETF SPDR(R) S&P Insurance ETF SPDR(R) S&P Capital Markets ETF SPDR(R) S&P(R) Dividend ETF SPDR(R) Bloomberg Barclays 1-3 Month T-Bill ETF |
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SPDR(R) Nuveen Bloomberg Barclays Short Term Municipal Bond ETF SPDR(R) Bloomberg Barclays Intermediate Term Treasury ETF SPDR(R) Portfolio Long Term Treasury ETF SPDR(R) Bloomberg Barclays TIPS ETF SPDR(R) Bloomberg Barclays High Yield Bond ETF SPDR(R) Portfolio Aggregate Bond ETF SPDR(R) Bloomberg Barclays International Treasury Bond ETF SPDR(R) FTSE International Government Inflation-Protected Bond ETF SPDR(R) Nuveen Bloomberg Barclays Municipal Bond ETF SPDR(R) Bloomberg Barclays Emerging Markets Local Bond ETF SPDR(R) Bloomberg Barclays Mortgage Backed Bond ETF SPDR(R) Portfolio Intermediate Term Corporate Bond ETF SPDR(R) Portfolio Long Term Corporate Bond ETF SPDR(R) Bloomberg Barclays Convertible Securities ETF SPDR(R) Bloomberg Barclays Short Term International Treasury Bond ETF SPDR(R) Portfolio Short Term Corporate Bond ETF SPDR(R) Nuveen S&P(R) High Yield Municipal Bond ETF SPDR(R) Bloomberg Barclays International Corporate Bond ETF SPDR Bloomberg Barclays Issuer Scored Corporate Bond ETF SPDR Bloomberg Barclays Investment Grade Floating Rate ETF SPDR(R) Portfolio Short Term Treasury ETF SPDR Bloomberg Barclays Short Term High Yield Bond ETF SPDR Bloomberg Barclays 1-10 Year TIPS ETF SPDR ICE BofAML Crossover Corporate Bond ETF SPDR Russell 1000 Yield Focus ETF SPDR Russell 1000 Momentum Focus ETF SPDR Russell 1000 Low Volatility Focus ETF SPDR FactSet Innovative Technology ETF SPDR SSGA Gender Diversity Index ETF SPDR Dorsey Wright Fixed Income Allocation ETF SPDR S&P Technology Hardware ETF SPDR S&P Internet ETF SPDR Kensho Intelligent Structures ETF SPDR Kensho Smart Mobility ETF SPDR Kensho Future Security ETF SPDR S&P 500 Fossil Fuel Reserves Free ETF SPDR(R) MSCI ACWI IMI ETF SPDR MSCI EAFE Fossil Fuel Reserves Free ETF SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF |
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SPDR MSCI EAFE Strategic Factors ETF SPDR MSCI Emerging Markets StrategicFactors ETF SPDR MSCI World StrategicFactors ETF SPDR MSCI Canada StrategicFactors ETF SPDR MSCI Germany StrategicFactors ETF SPDR MSCI Japan StrategicFactors ETF SPDR MSCI United Kingdom StrategicFactors ETF SPDR MSCI China A Shares IMI ETF SPDR MSCI ACWI Low Carbon Target ETF SPDR MSCI USA Strategic Factors ETF SPDR(R) STOXX Europe 50(R) ETF SPDR(R) EURO STOXX 50(R) ETF SPDR EURO STOXX Small Cap ETF |
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SSGA Funds SSGA S&P 500 Index Fund SSGA Dynamic Small Cap Fund State Street Disciplined Emerging Markets Equity Fund SSGA International Stock Selection Fund |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services |
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State Street Master Funds and State Street Institutional Investment Trust
State Street Equity 500 Index Fund State Street Equity 500 Index II Portfolio State Street Global Equity ex-U.S. Index Portfolio State Street Aggregate Bond Index Portfolio State Street Small/Mid Cap Equity 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 Hedged International Developed Equity Index Fund State Street Small/Mid Cap Equity Index Fund State Street Emerging Markets Equity Index Fund State Street Disciplined International Equity Fund |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services |
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State Street Disciplined U.S. Equity Fund State Street International Value Spotlight 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 Global Equity ex-U.S. Index Fund State Street Aggregate Bond Index Fund State Street Equity 500 Index Portfolio State Street International Developed Equity Index Portfolio |
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State Street Navigator Securities Lending Trust State Street Navigator Securities Lending Portfolio I |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services |
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FORM N-CEN SERVICES | ||||
SSGA Master/Active Trust | ||||
SPDR Index/Series Shares Funds | ||||
SSGA Funds |
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State Street Master Funds and State Street Institutional Investment Trust), including 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 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 |
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State Street Navigator Securities Lending Trust, including State Street Navigator Securities Lending Portfolio |
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IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.
SSGA FUNDS MANAGEMENT, INC. | STATE STREET BANK AND TRUST COMPANY | |||||||
By: |
/s/ Bruce Rosenberg |
By: |
/s/ Andrew Erickson |
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Name: Bruce Rosenberg | Name: Andrew Erickson | |||||||
Title: Managing Director | Title: Executive Vice President | |||||||
Address: One Lincoln Street | Address: One Lincoln Street | |||||||
Boston, MA | Boston, MA | |||||||
Date: 6/30/18 | Date: 7/3/18 |
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Ex. 28(h)(2)(n)
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT is made as of the day of , 2019 (Agreement) by and between each of the investment companies listed on the attached Schedule A (each referred to as the Trust and each series thereof a Fund) and each of the Trusts Trustees and Emeritus Trustees (as defined below, each an Indemnitee).
WHEREAS, the Trust is a Massachusetts business trust formed under the laws of the Commonwealth of Massachusetts; and
WHEREAS, at the request of the Trust, Indemnitee now serves as a Trustee or an Emeritus Trustee and, therefore, may be subjected to claims, suits or proceedings arising as a result of Indemnitees service; and
WHEREAS, as an inducement to Indemnitee to serve or continue to serve as such Trustee or Emeritus Trustee, as applicable, and to provide the Trustee or Emeritus Trustee with contractual assurance that indemnification will be available to the Trustee or Emeritus Trustee, the Trust has agreed to indemnify Indemnitee against expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent that is lawful, and delineate certain procedural aspects relating to indemnification and advancement of expenses, as more fully set forth herein; and
WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification;
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Trust and Indemnitee do hereby covenant and agree as follows:
Section 1. Definitions . For purposes of this Agreement:
(a) Board means the board of trustees of the Trust.
(b) Disabling Conduct means willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Trustees or Emeritus Trustees office, as applicable. Disabling Conduct also shall mean (i) an act or omission of Indemnitee that is material to the matter giving rise to a Proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) actual receipt of an improper personal benefit in money, property or services by Indemnitee, or (iii) in the case of a criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.
(c) Emeritus Trustee means a member of the Trustee Emeritus Advisory Committee.
(d) Expenses shall include reasonable attorneys fees and all reasonable costs, including, without limitation: retainers; court costs; transcript costs; fees of experts; witness fees; travel expenses; duplicating costs; printing and binding costs; telephone charges; postage; delivery service fees; federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement; ERISA excise taxes and penalties; and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedes bond or other appeal bond or its equivalent.
(e) Indemnifiable Amounts means Expenses, and any judgment, settlement, penalty or fine actually incurred by Indemnitee or on Indemnitees behalf in connection with a Proceeding.
(f) Independent Counsel means counsel that meets all of the following criteria: (i) is independent legal counsel within the meaning of Rule 0-1(a)(6) under the Investment Company Act of 1940, as amended (the 1940 Act), in respect of the Trust; (ii) is experienced in matters of the 1940 Act; (iii) is not currently representing, nor in the past two years has been retained to represent, the Trust or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements); and (iv) is not currently representing, nor in the past two years has been retained to represent, any other party in the Proceeding giving rise to a request for indemnification or advance of Expenses hereunder, except that the counsel also may represent another Indemnitee in the Proceeding. Independent Counsel shall be selected by Indemnitee and approved by the Board in accordance with the voting requirements set forth in the Trusts governing documents (which approval shall not be unreasonably withheld). In the event that the Board does not approve Indemnitees selection within 30 days of written notice from Indemnitee of Indemnitees selection, Indemnitee may select another counsel from a law firm having 100 or more attorneys and rated AV in Martindale-Hubbell Law Directory to act as Independent Counsel for purposes of this Agreement, provided that such other counsel satisfies the criteria in (i) through (iv) in this paragraph. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under applicable standards of professional conduct, would have a material conflict of interest in representing either the Trust or Indemnitee in an action to determine Indemnitees rights under this Agreement.
(g) Independent Trustee means a Trustee who is not an interested person (as defined in the 1940 Act) of the Trust.
(h) Proceeding includes any claim, action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative (formal or informal), including any appeal therefrom, except one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitees rights under this Agreement, unless otherwise agreed in writing by the Trust and the Indemnitee. If Indemnitee believes that a given situation is reasonably likely to lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.
(i) Trustee means a trustee of the Trust.
(j) Trustee Emeritus Advisory Committee means the committee acting pursuant to the Charter of the Trustee Emeritus Advisory Committee, adopted by the Board and as may be amended from time to time, and whose purpose is to provide advice to the Board generally regarding matters that, in the view of the Trustee Emeritus Advisory Committee, may be of interest or assistance to the Board in the performance of its duties, and to provide such other advice as the Board may from time to time request.
(k) Trust Status means the status of a person as currently being or in the past having been a Trustee or an Emeritus Trustee.
Section 2. Services by Indemnitee . The Trust shall have no obligation under this Agreement to continue Indemnitee in the position of Trustee or Emeritus Trustee, but, in the event that Indemnitee ceases to serve as a Trustee or an Emeritus Trustee, as applicable, Indemnitee shall nevertheless retain all rights provided under this Agreement until its termination.
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Section 3. Indemnification - General . The Trust shall indemnify, and advance Expenses to, Indemnitee (a) as specifically provided in this Agreement and, with respect to an Indemnitee that is a Trustee, the Trusts governing documents and (b) otherwise to the maximum extent permitted by Massachusetts or other applicable law in effect on the date hereof or at the time an Indemnitee seeks to exercise any right under this Agreement, whichever is greater. The rights of Indemnitee provided in this Section shall include, but shall not be limited to, all rights set forth in the other Sections of this Agreement.
Section 4. Rights of Indemnification; Indemnification of Expenses for a Party . Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitees Trust Status, Indemnitee is, or is threatened to be, made a party to or otherwise involved in any pending, actual, completed or threatened Proceeding, whether or not such Proceeding is brought by or in the right of the Trust and irrespective of when the conduct that is the subject of the Proceeding occurred. Pursuant to this Section 4, and subject to the procedures contained in Section 6 of this Agreement, Indemnitee shall be indemnified against all Indemnifiable Amounts by reason of Indemnitees Trust Status to the maximum extent permitted by Massachusetts and other applicable law in effect at the date of this Agreement or at the time of the request for indemnification, whichever is greater, provided that Indemnitee shall not be indemnified against Indemnifiable Amounts if Indemnitee is made party in a Proceeding and found liable by reason of Disabling Conduct. Without limiting any other rights of Indemnitee in this Agreement, if Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, or is not successful as to one or more claims for reasons other than Disabling Conduct, the Trust shall indemnify Indemnitee against all Indemnifiable Amounts incurred by Indemnitee or on Indemnitees behalf in connection with each claim, issue or matter to the maximum extent permitted by applicable law in effect at the date of this Agreement or at the time of the request for indemnification, whichever is greater, allocated on a reasonable and proportionate basis. For purposes of this Section and without limitation, subject to the procedures contained in Section 6 of this Agreement, the termination of any claim, issue or matter in any pending Proceeding by dismissal, with or without prejudice, or by settlement agreement without an admission of liability, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5. Advancement of Expenses .
(a) Advancement of Expenses of a Party . The Trust shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party by reason of his or her Trust Status, upon the receipt by the Trust of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding (a Request) and subject to satisfaction of (1), (2) or (3) below. Such Request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitees good faith belief that Indemnitee has not engaged in Disabling Conduct in connection with the Proceeding and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee has engaged in Disabling Conduct in respect of the subject matter of the Proceeding or if Indemnitee is not successful with respect to a claim, issue or matter by reason of Disabling Conduct, as determined in accordance with Section 4. Furthermore, any such advancement shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act, and any such advancement to an Emeritus Trustee shall be subject to the requirements and limitations of Section 17(h) of the 1940 Act as if such Emeritus Trustee were a Trustee. An advance of Expenses may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (A) payment of such Expenses directly to third parties on behalf of Indemnitee, (B) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (C) reimbursement to Indemnitee for Indemnitees payment of such Expenses. Such advances shall be made within 10 business days (or 30 days if a determination of
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Independent Counsel is required) after receipt by the Trust of the Request if any one of the following conditions shall have been met: (1) the Indemnitee shall provide security for his or her undertaking; (2) the Trust shall be insured against losses arising by reason of any lawful advances; or (3) a majority of a quorum of Independent Trustees of the Trust who are not party to the Proceeding giving rise to the Request, or an Independent Counsel in a written opinion, shall determine, based on review of the readily available facts (as opposed to a trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. If the Indemnitee seeks satisfaction of condition (3), the Indemnitee may require the Trust to have the determination as to the advances made by Independent Counsel to be selected in the manner provided by Section 1(d) of this Agreement. In such case, the Trust and the Indemnitee shall cooperate to cause the Independent Counsel to complete the determination within 30 days after the Trusts receipt of the Request. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. After an Indemnitees eligibility for advances as to a Proceeding has been established, as above provided, additional advances shall be made, as expenses are incurred by the Indemnitee, upon receipt by the Trust of further Requests supported by the aforesaid written affirmation and undertaking of the Indemnitee, but without the need for a further determination of Indemnitees entitlement thereto by the Independent Trustees or an Independent Counsel determination with respect to the Proceeding if (3) has been relied upon in connection with the initial Request.
(b) Indemnification and Advance of Expenses of a Non-Party . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitees Trust Status, made a witness or otherwise asked to participate, or is otherwise involved, in any Proceeding, whether instituted by the Trust or any other party, and to which Indemnitee is not a party, Indemnitee shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitees behalf in connection therewith within 10 business days after the receipt by the Trust of a statement or statements requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Trust may require Indemnitee to provide an affirmation and undertaking as described in Section 5(a) of this Agreement.
Section 6. Procedure for Determination of Entitlement to Indemnification .
(a) To obtain indemnification under Sections 3 or 4 of this Agreement, Indemnitee shall submit a written request to the Trust, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitees sole discretion. The Secretary of the Trust shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for indemnification pursuant to Section 6(a) hereof: (i) if Indemnitee has been successful, on the merits or otherwise, in defense of the Proceeding at issue (including a decision in an action for which Indemnitee seeks indemnity under this Agreement), then Indemnitee shall be entitled to indemnification for Indemnifiable Amounts, and (ii) if there has been a final non-appealable decision on the merits (including a decision in an action for which Indemnitee seeks indemnity under this Agreement) by a court or other body in the Proceeding at issue or if, at the time of Indemnitees written request, there shall have been no final non-appealable decision on the merits by a court or other body, including because the Proceeding at issue has been settled, then Indemnitee shall be entitled to indemnification, for Indemnifiable Amounts, provided that (A) where there has been a final non-appealable decision on the merits, the court or other body adjudicating the Proceeding at issue did not
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find Indemnitee liable by reason of Disabling Conduct and (B) with respect to the Proceeding at issue, a determination is made that indemnification is permissible under the circumstances because Indemnitee had not engaged in Disabling Conduct in respect of the subject matter of the Proceeding, by (1) the vote of a majority of the Independent Trustees who are not parties to the Proceeding at issue, (2) Independent Counsel in a written opinion, or (3) Trust shareholders. Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct, except no such presumption shall be afforded in those cases where a Proceeding is terminated by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment.
(c) If it is determined that Indemnitee is entitled to indemnification under this Agreement, payment to Indemnitee shall be made within 10 business days after such determination. Indemnitee shall cooperate with the person making such determination with respect to Indemnitees entitlement to indemnification, including providing to such person upon reasonable request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Reasonable costs or expenses (including reasonable attorneys fees and disbursements) incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, shall be borne by the Trust (irrespective of the determination as to Indemnitees entitlement to indemnification) and the Trust shall indemnify and hold Indemnitee harmless therefrom.
(d) The Trust shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.
Section 7. Remedies of Indemnitee .
(a) If (i) a determination is made pursuant to Section 6(b)(ii)(B) of this Agreement that Indemnitee is not entitled to indemnification, (ii) advancement of Expenses is not timely made pursuant to Section 5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) or Section 6(c) within 90 days after receipt by the Trust of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4 of this Agreement or the governing documents of the Trust within 10 business days after receipt by the Trust of written request therefor pursuant to Section 6, or (v) payment of indemnification is not made within 10 business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the Commonwealth of Massachusetts, or in any other court of competent jurisdiction, or in an arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitees entitlement to such indemnification or advancement of Expenses.
(b) If Indemnitee, pursuant to Section 7(a), seeks a judicial adjudication of or an award in arbitration to enforce Indemnitees rights under, or to recover damages for breach of this Agreement, Indemnitee shall be entitled to recover from the Trust, and shall be indemnified by the Trust against, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration, but only if Indemnitee prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated in the same proportion as the amount of the indemnification or advancement of Expenses awarded in the judicial adjudication or arbitration.
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(c) If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Trust for any advances pursuant to Section 5 of this Agreement until a final determination is made with respect to Indemnitees entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Trust shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Trust is bound by all of the provisions of this Agreement.
(d) Interest shall be paid by the Trust to Indemnitee at the maximum rate allowed to be charged for judgments under Massachusetts law for amounts which the Trust pays or is obligated to pay for the period (i) commencing with either the tenth business day after the date on which the Trust was requested to advance Expenses in accordance with Section 5 of this Agreement or the 60th day after the date on which the Trust was requested to make the determination of entitlement to indemnification under Section 6(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Trust.
Section 8. Non-Exclusivity; Insurance; Subrogation; Exclusions .
(a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under Massachusetts or other applicable law or the governing documents of the Trust (each as amended or restated from time to time), any agreement, a vote of shareholders or a resolution of Trustees, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the governing documents of the Trust, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitees Trust Status prior to such amendment, alteration or repeal.
(b) If the Trust maintains liability insurance for, among others, Trustees and agents of the Trust, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to in amounts determined from time to time by the Board (including coverage after Indemnitee is no longer serving in a Trust Status for acts and omissions or alleged acts or omissions while serving in a Trust Status) for any such Trustee or agent under such policy or policies.
(c) In the event of any payment under this Agreement, when Indemnitee has been fully and indefeasibly indemnified (hereunder and/or otherwise) in respect of all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitees behalf in connection with a Proceeding by reason of Indemnitees Trust Status, the Trust shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Trust to bring suit to enforce such rights.
(d) The Trust shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder to the extent Indemnitee otherwise actually has received such payment under any insurance policy, contract, agreement or otherwise.
(e) Notwithstanding any other provision of this Agreement to the contrary, the Trust shall not be liable for indemnification or advance of Expenses in connection with any settlement or judgment for insider trading or for disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934.
Section 9. Duration of Agreement . This Agreement shall continue until and terminate with respect to any Indemnitee on the later of (i) the date that Indemnitee shall have ceased to serve as a Trustee or an Emeritus Trustee of the Trust and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding by reason of such Indemnitees Trust Status (including any rights of appeal
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thereto and any proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement). This Agreement shall be binding upon the Trust and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitees heirs, executors and administrators. The Trust agrees that it shall not sell, assign or otherwise transfer all or substantially all of its assets, or merge or reorganize with any other entity or series thereof, unless the entity or series to which such sale, assignment or transfer is being made, or that is the survivor of any such merger or reorganization, agrees to assume all of the obligations (whether contingent or otherwise) of the Trust hereunder.
Section 10. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 11. Exception to Right of Indemnification or Advancement of Expenses .
(a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a proceeding under Section 7(a) of this Agreement), unless the Trusts governing documents, a resolution of the shareholders entitled to vote generally in the election of Trustees or of the Board or an agreement approved by the Board to which the Trust is a party expressly provide otherwise.
(b) Notwithstanding any other provision of this Agreement, the Trust shall not be liable to indemnify Indemnitee against any liability to the Trust or its shareholders to which Indemnitee otherwise would be subject by reason of such Indemnitees Disabling Conduct.
Section 12. Court-Ordered Indemnification . Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Trust in the following circumstances:
(a) if such court determines that Indemnitee is entitled to reimbursement under the governing documents of the Trust, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or
(b) such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, the court may order such indemnification as the court shall deem proper.
Section 13. Identical Counterparts . This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 14. Headings . The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
7
Section 15. Modification and Waiver . No supplement, modification or amendment shall be binding on the Trust or an Indemnitee unless executed in writing by such Indemnitee and the Trust. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
Section 16. Notice by Indemnitee . Indemnitee shall promptly notify the Trust in writing upon being served with any summons, citation, subpoena, complaint, indictment, request, information or other document relating to any Proceeding or matter which may be subject to indemnification or advance of Expenses covered hereunder. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Trusts ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Trust is thereby actually so prejudiced.
Section 17. Contribution . If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for Indemnitees failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 11, then, with respect to any Proceeding in which the Trust is jointly liable with Indemnitee, to the maximum extent permissible under applicable law, the Trust, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Trust hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee with respect to such payment.
Section 18. Reports to Shareholders . To the extent required by the governing documents of the Trust or applicable law, the Trust shall report in writing to its shareholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Trust with the notice of the meeting of shareholders of the Trust next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.
Section 19. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is mailed:
(a) If to one or more Indemnitees, to:
the address(es) set forth at the end of this Agreement
and, in the case of an Indemnitee that is an Independent
Trustee or an Emeritus Trustee, with copies to:
Sullivan & Worcester LLP
1633 Broadway
New York, New York 10019
Attention : Matthew J. Van Wormer, Esq.
8
(b) If to the Trust, to:
SSGA Funds
State Street Institutional Investment Trust
State Street Master Funds
State Street Navigator Securities Lending Trust
One Iron Street
Boston, Massachusetts 02210
Attention: Joshua A. Weinberg, Esq.
with copies to:
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199-3600
Attention : Timothy W. Diggins, Esq.
or to such other address as may have been furnished to Indemnitee by the Trust or to the Trust by Indemnitee, as the case may be.
Section 20. Governing Law . The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts.
Section 21. Limitation of Liability; Agreement and Declaration of Trust .
(a) The parties hereto agree that the obligations of the Trust under this Agreement shall not be binding upon any of the Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Trust, individually, but are binding only upon the assets and property of the Trust, as provided in the Declaration of Trust or Master Trust Agreement of the Trust, as applicable. The execution and delivery of this Agreement by the Trust have been authorized by the Trustees and signed by an authorized 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 the Declaration of Trust or Master Trust Agreement of the Trust, as applicable.
(b) The Trust represents that a copy of its Declaration of Trust or Master Trust Agreement, as applicable, is on file with the Secretary of the State of the Commonwealth of Massachusetts.
Section 22. Series of the Trust . Notwithstanding anything in this Agreement to the contrary, the assets of each Fund and class of shares of a Fund shall be separate and distinct from the assets of any other Fund or class of shares of a Fund and only the assets of a Fund or class of shares of a Fund that is the subject of a Proceeding may be used to satisfy the indemnification obligations relating to such Proceeding, as reasonably determined by the Board.
Section 23. Separate Agreements and Interpretation . The parties hereto acknowledge that the Indemnitees have executed one Agreement with the Trust for convenience and that the provisions of the Agreement between each Trust and each Indemnitee shall be several, separate and distinct from those between each Trust and each other Indemnitee, to the same effect as would be the case if each Indemnitee had executed a separate Agreement with each Trust without execution thereof by any other Indemnitee.
9
Notwithstanding any provision of this Agreement, to the extent that any provision of this Agreement conflicts with or is otherwise contrary to any provision of the governing documents of the Trust, the terms of such governing documents shall control.
Section 24. Additional Indemnitees . In the event that any person becomes a Trustee subsequent to the date hereof and desires to be a party to this Agreement with each Trust, such Trustee shall so notify the Trust in writing, which notification shall be acknowledged by each Trust, and the Trustee shall become an Indemnitee hereunder and each Trust and such Trustee shall be bound by all terms and conditions and provisions hereof as of the effective date of such notice.
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EACH TRUST LISTED ON SCHEDULE A |
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By: Ellen M. Needham Title: President |
AGREED TO AND ACCEPTED BY:
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John R. Costantino |
Michael F. Holland |
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Address for Notices:
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Address for Notices:.
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Michael A. Jessee | William L. Marshall* | |||
Address for Notices: | Address for Notices: | |||
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11
12
SCHEDULE A
Trusts
SSGA Funds
State Street Institutional Investment Trust
State Street Master Funds
State Street Navigator Securities Lending Trust
Trustees
John R. Costantino
Michael F. Holland
Michael A. Jessee
William L. Marshall*
Ellen M. Needham
Donna M. Rapaccioli
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams*
* |
Trustee Emeritus |
13
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 Defensive Global Equity 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 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. 256 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 27, 2019, 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 Defensive Global Equity 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, 2018.
/s/ Ernst & Young LLP
Boston, Massachusetts
April 25, 2019
Ex. (28)(m)(1)
AMENDED AND RESTATED RULE 12b-1 PLAN
State Street Institutional Investment Trust
1. The Trust . The State Street Institutional Investment Trust (the Trust) is an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the 1940 Act), and organized as a series trust (each such series is referred to herein as a Fund).
2. The Plan . The Trust desires to adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act with respect to the classes of shares of beneficial interest (Shares) of each Fund set out on Exhibit A, and the Board of Trustees of the Trust (the Board of Trustees) has determined that there is a reasonable likelihood that adoption of this Rule 12b-1 Plan (the Plan) will benefit each Fund (each a Designated Fund and collectively the Designated Funds) and each such class and the holders of Shares of each Fund and of each such class. Accordingly, each Designated Fund hereby adopts this Plan in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions (capitalized terms not otherwise defined herein have the meanings assigned thereto in the Funds registration statement under the 1940 Act and under the Securities Act of 1933, as amended, as such registration statement is amended from time to time).
3. The Distributor . The Trust has entered into a written Distribution Agreement with the Trusts distributor (the Distributor), pursuant to which the Distributor will act as the exclusive distributor with respect to the distribution of Shares as described in the registration statement of each Fund.
4. Payments . Each class of Shares of a Designated Fund may pay fees pursuant to this Plan at annual rates as may hereafter be determined by the Board of Trustees, which rates shall not exceed the rates set forth on Exhibit A attached hereto. All agreements related to this Plan shall be in writing and shall provide: (A) that such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to this Plan (the Independent Trustees) or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the applicable class of Shares of the Designated Fund, on not more than 60 days written notice to any other party to the agreement, and (B) that such agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).
5. Term . This Plan shall, unless terminated as hereinafter provided, remain in effect with respect to each applicable class of Shares of each Designated Fund for one year from its effective date and shall continue thereafter, provided that its continuance with respect to that class is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.
1
6. Amendment . This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the rate at which payments may be made by a class of Shares of a Designated Fund under this Plan shall be effective only upon approval by a vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of that class of Shares, and (b) any material amendment of this Plan shall be effective only upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such amendment.
7. Termination . This Plan may be terminated at any time with respect to any class of Shares of a Designated Fund, without payment of any penalty, by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of that class of Shares. In the event of termination or non-continuance of this Plan, the Trust may reimburse any expense that it incurred prior to such termination or non-continuance, provided that such reimbursement is specifically approved by both a majority of the Board of Trustees and a majority of the Independent Trustees.
8. Reports . While this Plan is in effect, the Distributor shall provide to the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.
9. Records . The Trust shall preserve copies of this Plan, each agreement related hereto and each report referred to in paragraph 9 hereof for a period of at least six years from the date of such Plan, agreement or report, the first two years in an easily accessible place.
10. Independent Trustees . While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act).
11. Severability . If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.
Plan adopted: February 28, 2000
Amended: September 17, 2007; May 15, 2008; February 18, 2010; April 14, 2014; June 19, 2014;
November 19, 2014; February 10, 2015; May 19, 2015; August 19, 2015; November 17, 2015;
May 17, 2017; and May 17, 2018.
2
EXHIBIT A
A Designated Fund may pay fees under this Plan with respect to any class of Shares of that Designated Fund at an annual rate up to the rate shown below, of the average daily net assets attributable to that class.
FUND AND CLASS |
MAXIMUM
ANNUALIZED RATE |
|||
State Street Equity 500 Index Fund |
||||
Administrative Shares |
0.15 | % | ||
Service Shares |
0.25 | % | ||
Class R Shares |
0.60 | % | ||
Class A |
0.25 | % | ||
State Street Institutional Liquid Reserves Fund |
||||
Investment Class |
0.10 | % | ||
Administration Class |
0.05 | % | ||
State Street Institutional U.S. Government Money Market Fund |
||||
Investment Class |
0.10 | % | ||
Administration Class |
0.05 | % | ||
State Street Institutional Treasury Money Market Fund |
||||
Investment Class |
0.10 | % | ||
Administration Class |
0.05 | % | ||
State Street Institutional Treasury Plus Money Market Fund |
||||
Investment Class |
0.10 | % | ||
Administration Class |
0.05 | % | ||
State Street Target Retirement 2015 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2020 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2025 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2030 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2035 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2040 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2045 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2050 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2055 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement 2060 Fund |
||||
Class A |
0.25 | % | ||
State Street Target Retirement Fund |
||||
Class A |
0.25 | % | ||
State Street Disciplined Global Equity Fund |
3
Class A |
0.25 | % | ||
State Street Global Equity ex-U.S. Index Fund |
||||
Class A |
0.25 | % | ||
State Street Aggregate Bond Index Fund |
||||
Class A |
0.25 | % | ||
State Street International Developed Equity Index Fund |
||||
Class A |
0.25 | % | ||
State Street Hedged International Developed Equity Index |
||||
Class A |
0.25 | % | ||
State Street State Street Ultra Short Term Bond Fund |
||||
Investment Class |
0.10 | % | ||
State Street Conservative Income Fund |
||||
Investment Class |
0.10 | % | ||
Administration Class |
0.05 | % | ||
State Street Cash Reserves Fund |
||||
Investment Class |
0.10 | % | ||
Administration Class |
0.05 | % | ||
State Street Small/Mid Cap Equity Index Fund |
||||
Class A |
0.25 | % | ||
State Street Emerging Markets Equity Index Fund |
||||
Class A |
0.25 | % | ||
State Street Disciplined International Equity Fund |
||||
Class A |
0.25 | % | ||
State Street Disciplined U.S. Equity Fund |
||||
Class A |
0.25 | % | ||
State Street Global Value Spotlight Fund |
||||
Class A |
0.25 | % | ||
State Street International Value Spotlight Fund |
||||
Class A |
0.25 | % | ||
State Street European Value Spotlight Fund |
||||
Class A |
0.25 | % | ||
State Street Asia Pacific Value Spotlight Fund |
||||
Class A |
0.25 | % | ||
State Street U.S. Value Spotlight Fund |
||||
Class A |
0.25 | % |
4
Ex. 28(n)(1)
STATE STREET INSITUTIONAL INVESTMENT TRUST
Amended and Restated
Multiple Class Expense Allocation Plan
Pursuant to Rule 18f-3
I. |
INTRODUCTION |
This Multiple Class Expense Allocation Plan (the Plan) has been adopted pursuant to Rule 18f-3(d) of the Investment Company Act of 1940, as amended (the 1940 Act). This Plan is intended to conform to Rule 18f-3 of the 1940 Act and any inconsistencies shall be read to conform with such Rule.
The Plan relates to shares of the series of State Street Institutional Investment Trust (the Trust), a Massachusetts business trust, listed on Schedule A hereto, as amended from time to time (each such series, a Fund and such series collectively, the Funds). Shares representing interests in each Fund may be issued in two or more separate classes (each, a Class and collectively, the Classes), each of which represents a pro rata interest in the same portfolio of investments of the Fund.
II. |
DISTRIBUTION AND SERVICING ARRANGEMENTS |
Each Class of shares is offered for purchase by investors with the fee structure described below. Pursuant to Rule 12b-1 under the 1940 Act, the Trust has adopted a separate Plan of Distribution (each, a 12b-1 Plan) for each Class of shares of a Fund. The shares of each such Class may be subject to different distribution and/or shareholder servicing fees (12b-1 fees) in accordance with the terms of each such 12b-1 Plan.
1. |
Money Market Funds Only . The money market funds in the Trust (the Money Funds) are offered in the share Classes listed on Schedule A (each a Money Class). Each Money Class is offered without imposition of a front-end sales load (FESL) or contingent deferred sales load (CDSL). Of the Money Classes, only Investment Class and Administration Class shares are subject to distribution and/or shareholder servicing fees and expenses payable under a 12b-1 Plan. Of the Money Classes, Investment Class and Service Class shares are subject to service fees and expenses payable under a Shareholder Servicing Plan. In addition to any amounts payable under a 12b-1 Plan or Shareholder Servicing Plan, each Money Class is subject to any shareholder servicing, sub-transfer agency, recordkeeping or similar fees or expenses in amounts calculated in a manner approved from time to time by the Board of Trustees of the Trust (the Board). Shares of each Money Class are offered for sale only to investors meeting the eligibility requirements disclosed in the current Prospectus and Statement of Additional Information (together, the Prospectus) for such Money Class shares. |
1
2. |
State Street Equity 500 Index Fund Only . The Administrative Shares, Service Shares, and Class R Shares of State Street Equity 500 Index Fund (each an Equity 500 Class) are offered without imposition of a FESL or CDSL. Each Equity 500 Class is subject to distribution and/or shareholder servicing fees and expenses payable under the Trusts 12b-1 Plan for such Equity 500 Class. In addition to any amounts payable under such 12b-1 Plan, each Equity 500 Class is subject to any shareholder servicing, sub-transfer agency, recordkeeping or similar fees or expenses in amounts calculated in a manner approved from time to time by the Board. Shares of each Equity 500 Class are offered for sale only to investors meeting the eligibility requirements disclosed in the current Prospectus for such Equity 500 Class shares. |
3. |
Class A Shares . Class A shares are offered at a public offering price that is equal to their net asset value (NAV) plus an FESL that is a percentage of the public offering price as disclosed in the applicable Class A Prospectus. The FESL on Class A shares is subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Class A Prospectus as from time to time in effect. Purchases of Class A shares may be subject to a CDSL that is a percentage of the purchase price or the NAV of the shares redeemed as disclosed in the applicable Class A Prospectus. The CDSL on Class A shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the Class A Prospectus as from time to time in effect. Class A shares are subject to distribution and/or shareholder servicing fees and expenses payable under the Trusts 12b-1 Plan for Class A shares. In addition to any amounts payable under such 12b-1 Plan, Class A shares are subject to any shareholder servicing, sub-transfer agency, recordkeeping or similar fees or expenses in amounts calculated in a manner approved from time to time by the Board. Class A shares are offered for sale only to investors meeting the eligibility requirements disclosed in the current Prospectus for such Class A shares. |
4. |
Class I Shares . Class I shares are offered without imposition of a FESL or CDSL. Class I shares are not subject to distribution fees or expenses payable under a 12b-1 plan. Class I shares are subject to any shareholder servicing, sub-transfer agency, recordkeeping or similar fees or expenses in amounts calculated in a manner approved from time to time by the Board. Class I shares are offered for sale only to investors meeting the eligibility requirements disclosed in the current Prospectus for such Class I shares. |
5. |
Class K Shares . Class K shares are offered without imposition of a FESL or CDSL. Class K shares are not subject to distribution fees or expenses payable under a 12b-1 plan. Class K shares are subject to any shareholder servicing, sub-transfer agency, recordkeeping or similar fees or expenses in amounts calculated in a manner approved from time to time by the Board. Class K shares are offered for sale only to investors meeting the eligibility requirements disclosed in the current Prospectus for such Class K shares. |
2
6. |
Additional Classes of Shares . The Board of Trustees has the authority to create additional Classes, or change existing Classes, from time to time, in accordance with Rule 18f-3 of the 1940 Act. |
III. |
EXPENSE ALLOCATIONS |
1. |
Class Expenses . Expenses relating to different arrangements for distribution and shareholder servicing of Shares shall be allocated to and paid by the applicable Class. Each Money Class bears the administration fees applicable to that share Class at the rates approved by the Board and described in the applicable Prospectus from time to time. A Class may pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Funds assets, if (i) such expenses are actually incurred in a different amount by that Class, or if the Class receives services of a different kind or to a different degree than other Classes and (ii) the Board has approved such allocation. |
2. |
Other Allocations . All expenses of a Fund not allocated to a particular Class pursuant to Sections III.1. of this Plan shall be allocated to each Class on the basis of the net assets of each Fund represented by shares of that Class in relation to the net assets of the Fund. Notwithstanding the foregoing, the underwriter, adviser, or other provider of services to a Fund may waive or reimburse the expenses of a specific Class or Classes of the Fund to the extent permitted under Rule 18f-3 under the 1940 Act; provided, however, that the Board shall monitor the use of such waivers or expense reimbursements intended to differ by Class. |
IV. |
EXCHANGE PRIVILEGES, CONVERSION FEATURES AND REDEMPTION FEES |
1. |
Exchange Privileges . Shareholders of a Fund may, to the extent provided from time to time in the Trusts registration statement under the Securities Act of 1933, as amended, (the 1933 Act), exchange shares of a particular Class of a Fund for (i) shares of the same Class in another Fund or (ii) shares of a different Class of the same or different Fund, each at the relative net asset values of the respective shares to be exchanged and with no FESL or CDSL, provided further, that the shares to be acquired in the exchange are, as may be necessary, registered under the 1933 Act, qualified for sale in the shareholders state of residence and subject to the applicable requirements, if any, as to minimum amount. |
2. |
Conversion Features . To the extent provided from time to time in the Trusts registration statement under the 1933 Act, shares of a Class of a Fund may contain a conversion feature whereby they may automatically convert into shares of a different Class after a prescribed period following the purchase of the convertible shares. Shares acquired through the reinvestment of dividends and other distributions paid with respect to convertible shares also shall be subject to such conversion feature. The Trust reserves the right to convert shares held in a shareholders account to a different Class of shares of the same Fund to the extent the holder no longer satisfies the eligibility requirements for the share Class currently held, as described in the Funds Prospectus as from time to time in effect. A conversion from one share Class to another will not be effected without prior notice by the Trust. All conversions shall be on the basis of the relative net asset values of the two Classes of shares, without the imposition of any FESL, CDSL, fee or other charge. |
3
3. |
Redemption Fees. Each Fund may impose a redemption fee (Redemption Fee) on redemptions and/or exchanges of the Funds shares. The Redemption Fee may be charged in an amount of up to 2% of the net asset value of the shares redeemed or exchanged, or such greater amount as may be permitted by applicable law. The Redemption Fee may be imposed on only certain types of redemptions and exchanges, such as redemptions and exchanges occurring within a certain time period of the acquisition of the relevant shares. The Trust is not required to impose the Redemption Fee on all Funds, nor must it impose the Redemption Fee on all share Classes of any particular Fund. Similarly, the Redemption Fee rate may differ from Fund to Fund and, within a Fund, from share Class to share Class. |
V. |
CONFLICTS OF INTEREST |
The Board will monitor the operation of the Plan on an ongoing basis for the existence of any material conflicts among the interests of the holders of the various Classes and will take any action reasonably necessary to eliminate any such conflicts that may develop.
VI. |
BOARD REVIEW |
1. |
Initial Review . This Plan has been approved by a majority of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of any Fund. With respect to each Fund, the Trustees have found that this Plan, including the expense allocation provisions thereof, is in the best interests of each Class individually and the Fund as a whole. The Trustees have made this determination after requesting and reviewing such information as they deemed reasonably necessary to evaluate this Plan. |
2. |
Periodic Review . The Board shall review this Plan as frequently as deemed necessary. Prior to any material amendment to this Plan with respect to a Fund, the Board, including a majority of the Trustees that are not interested persons of any Fund, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating Class and/or Fund expenses), is in the best interest of each Class individually and the Fund as a whole. In considering whether to approve any proposed amendment to the Plan, the Board shall request and evaluate such information as it considers reasonably necessary to evaluate the proposed amendment to the Plan. Such information shall address, among other issues, whether the proposed amendment will result in a cross-subsidization of one Class by another Class. |
4
SCHEDULE A
Dated as of May 17, 2018
STATE STREET INSTITUTIONAL INVESTMENT TRUST
Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3
Fund |
Classes |
|
State Street Equity 500 Index Fund |
Administrative Shares Service Shares Class R Shares Class A Class I Class K |
|
State Street Institutional Liquid Reserves Fund |
Service Class Investment Class Premier Class Institutional Class Investor Class Administration Class Trust Class |
|
State Street Institutional U.S. Government Money Market Fund |
Service Class Investment Class Premier Class Institutional Class Investor Class Administration Class Class G Class M |
|
State Street Institutional Treasury Money Market Fund |
Service Class Investment Class Premier Class Institutional Class Investor Class Administration Class |
|
State Street Institutional Treasury Plus Money Market Fund |
Service Class Investment Class Premier Class Institutional Class Investor Class Administration Class Trust Class |
|
State Street Target Retirement 2015 Fund |
Class A Class I Class K |
5
State Street Target Retirement 2020 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2025 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2030 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2035 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2040 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2045 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2050 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2055 Fund |
Class A Class I Class K |
|
State Street Target Retirement 2060 Fund |
Class A Class I Class K |
|
State Street Target Retirement Fund |
Class A Class I Class K |
|
State Street Disciplined Global Equity Fund ( formerly , State Street Global Managed Volatility Fund) |
Class A Class I Class K |
|
State Street Disciplined International Equity Fund |
Class A Class I Class K |
|
State Street Disciplined U.S. Equity Fund |
Class A Class I Class K |
|
State Street Global Equity ex U.S. Index Fund |
Class A Class I Class K |
|
State Street Aggregate Bond Index Fund |
Class A Class I Class K |
6
State Street International Developed Equity Index Fund |
Class A Class I Class K |
|
State Street Hedged International Developed Equity Index |
Class A Class I Class K |
|
State Street Ultra Short Term Bond Fund |
Investment Class Institutional Class |
|
State Street Cash Reserves Fund |
Investment Class Premier Class Institutional Class Investor Class Administration Class |
|
State Street Conservative Income Fund |
Investment Class Premier Class Institutional Class Investor Class Administration Class |
|
State Street Small/Mid Cap Equity Index Fund |
Class A Class I Class K |
|
State Street Emerging Markets Equity Index Fund |
Class A Class I Class K |
|
State Street Global Value Spotlight Fund |
Class A Class I Class K |
|
State Street International Value Spotlight Fund |
Class A Class I Class K |
|
State Street European Value Spotlight Fund |
Class A Class I Class K |
|
State Street Asia Pacific Value Spotlight Fund |
Class A Class I Class K |
|
State Street U.S. Value Spotlight Fund |
Class A Class I Class K |
7
Ex. 28(o)(5)
SSGA FUNDS
STATE STREET MASTER FUNDS
STATE STREET INSTITUTIONAL INVESTMENT TRUST
STATE STREET NAVIGATOR SECURITIES LENDING TRUST
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
ELFUN GOVERNMENT MONEY MARKET FUND
ELFUN TAX-EXEMPT INCOME FUND
ELFUN INCOME FUND
ELFUN DIVERSIFIED FUND
ELFUN INTERNATIONAL EQUITY FUND
ELFUN TRUSTS
POWER OF ATTORNEY
Each of the undersigned Trustees of SSGA Funds, State Street Master Funds, State Street Institutional Investment Trust, State Street Navigator Securities Lending Trust, State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., 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 collectively, the Trusts), as applicable, hereby constitutes and appoints Chad Hallett, Ann Carpenter, Bruce Rosenberg, Arthur Jensen, Joshua Weinberg, Esq., Andrew DeLorme, Esq., Jesse Hallee, Esq., Khimmara Greer, Esq., and Bernard Brick, Esq., and each of them with full powers of substitution, as his or her true and lawful attorney-in-fact and agent to execute in his or her name and on his or her behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by any of the applicable Trusts or their affiliates with the Securities and Exchange Commission (the SEC) under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable any of the applicable Trusts or their affiliates to comply with such Acts, the rules, regulations and requirements of the SEC, the securities, Blue Sky law and/or corporate/trust laws of any state or other jurisdiction, the Commodity Futures Trading Commission, and the regulatory authorities of any foreign jurisdiction, including all documents necessary to ensure each of the applicable Trusts has insurance and fidelity bond coverage, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his or her own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revokes any Powers of Attorney previously granted with respect to any of the applicable Trusts concerning the filings and actions described herein. This Power of Attorney shall become invalid with respect to any Trustee of a Trust upon such Trustees retirement, resignation or removal as a Trustee of such Trust.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 18 th day of December 2018.
SIGNATURE | TITLE | |||
/s/ John R. Costantino |
Trustee | |||
John R. Costantino | ||||
/s/ Michael Holland |
Trustee | |||
Michael Holland | ||||
/s/ Michael A. Jesse |
Trustee | |||
Michael A. Jessee | ||||
/s/ Ellen M. Needham |
Trustee | |||
Ellen M. Needham | ||||
/s/ William M. Marshall |
Trustee | |||
William L. Marshall | ||||
/s/ Donna M. Rapaccioli |
Trustee | |||
Donna M. Rapaccioli | ||||
/s/ Patrick J. Riley |
Trustee | |||
Patrick J. Riley | ||||
/s/ James E. Ross |
Trustee | |||
James E. Ross | ||||
/s/ Richard D. Shirk |
Trustee | |||
Richard D. Shirk | ||||
/s/ Rina K. Spence |
Trustee | |||
Rina K. Spence |
/s/ Douglas T. Williams Douglas T. Williams |
Trustee | |||
/s/ Bruce D. Taber |
Trustee | |||
Bruce D. Taber |
||||
/s/ R. Sheldon Johnson |
Trustee |
|||
R. Sheldon Johnson |
||||
/s/ Jeanne M. La Porta |
Trustee | |||
Jeanne M. La Porta |